Fondul Proprietatea

Transaction in Own Shares • Feb 4, 2019

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE Re: Notification regarding the transactions performed within the Fund's tenth buy-back programme From: FONDUL PROPRIETATEA S.A.

The undersigned, FONDUL PROPRIETATEA S.A. ("FP" / the "Fund"), represented by Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, acting in its capacity as Investment Manager, hereby informs you in its capacity as Issuer on the following information regarding the transactions concluded during 28 January 2019 – 1 February 2019:

a) Issuer's name (buyer)	FONDUL PROPRIETATEA S.A. Bucharest Stock Exchange Symbol: FP
b) Brokers' names	London Stock Exchange Symbol: FP. • BANCA COMERCIALA ROMANA S.A. (hereinafter referred to as "BCR") (as buy-back agent in relation to the purchase of shares), and • AUERBACH GRAYSON (hereinafter referred to as "AGCO") (as buy-back agent in relation to the purchase of GDRs)
c) Description of the acquired financial instruments	issued by the Fund (ISIN Ordinary shares ROFPTAACNOR5) listed on the Bucharest Stock Exchange ("BVB"), and Global Depositary Receipts ("GDRs") (ISIN US34460G1067) corresponding to the Fund's shares listed on the London Stock Exchange ("LSE")
d) Transaction's type	Buy-back
e) Details with respect to the execution of the buy-back market orders	Within the trading session
f) Total number of shares and equivalent shares of GDRs bought-back in the reporting period, out of which:	6,497,490
- current number of shares bought back	5,820,840
- equivalent shares of current number of GDRs bought back	676,650 (representing 13,533 GDRs)
g) Total value of the transactions performed in the reporting period (RON), out of which:	5,289,936.04
- value of the shares acquisition (RON) - estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	4,738,222.70 551,713.34
h) Total number of shares and equivalent shares of GDRs repurchased since the start of the tenth buy	32,602,826
back program
- number of shares bought back	25,686,176
- equivalent shares of current number of GDRs bought back	6,916,650 (representing 138,333 GDRs)
- equivalent shares of current number of GDRs converted in shares from the start of tenth buy back programme	0

FONDUL PROPRIETATEA S.A., an alternative investment fund • Headquarters at: 78-80 Buzesti Street, 7th floor, Bucharest 1st district, postal code 011017, Romania • Fiscal Identification Code (CIF): 18253260, registered with the Trade Registry under no: J40/21901/2005 • Subscribed share capital RON 4,733,020,898.32 • Paid-up Share Capital: RON 4,543,838,476.32 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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• % of subscribed share capital as at 31 December 20181 0.3582% (and 16.7062% computed to the total outstanding treasury shares and equivalent) - % of paid-up share capital as at 31 December 2018 0.3731% (and 17.4018% computed to the total outstanding treasury shares and equivalent) - % of total voting rights as at 31 December 2018, as received from Depozitarul Central SA2 0.4496% (and 20.9685% computed to the total outstanding treasury shares and equivalent) i) Total value of the shares repurchased since the start of the tenth buy-back program (RON) 27,710,031.89 - value of the shares acquisition (RON) 21,776,586.73 - estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON) 5,933,445.16 j) Number of shares left to be repurchased within the tenth buy-back programme as of the date of this notification3 717,397,174

The details of the transactions carried out during the reporting period with respect to the shares and GDRs issued by Fondul Proprietatea SA for the purpose of the buy-back are described further below:

Date of the transaction	Market on which the securities were traded	Weighted average price per security (currency)	Volume of the transaction (no. of securities)	Value of the transaction (currency)
28 January 2019	BVB	RON 0.8097	602,300 shares	487,682.31 RON
29 January 2019	BVB	0.8188 RON	1,234,274 shares	1,010,623.55 RON
30 January 2019	BVB	RON 0.8161	1,316,868 shares	1,074,695.97 RON
	BVB	0.8200 RON	1,314,914 shares	1,078,229.48 RON
31 January 2019	LSE	USD 9.8000	13,533 GDRs (676,650 shares equivalent)	USD 132,623.40
1 February 2019	BVB	0.8037 RON	1,352,484 shares	1,086,991.39 RON

Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, in its capacity as Investment Manager of FONDUL PROPRIETATEA S.A.

Johan MEYER Legal Representative

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¹ Please note that on 28 December 2018, the cancellation of 74,210,188 shares acquired during BB8 was registered with the Trade Registry. Thus, as of 28 December 2018, the new values of the Fund's share capital are: subscribed share capital RON 4,733,020,898.32, divided in 9,101,963,266 shares, and the paid-up share capital is RON 4,543,838,476.32, divided in 8,738,150,916 shares.

² The total voting rights (i.e. 7,251,822,439 as at end December 2018) do not reflect yet the share capital decrease which was effective starting with 28 December 2018; although the decrease was implemented with Depozitarul Central S.A., the new consolidated structure after the decrease is not yet available at the time of this notification.

³ As per the Fund's Extraordinary General Shareholders Meeting Resolution no. 4 of 14 November 2018, published in the Official Gazette of Romania, Part IV, no. 4592 on 4 December 2018, the tenth buyback programme refers to the acquisition by the Fund of a maximum number of 750,000,000 shares and/or equivalent global depository receipts corresponding to the Fund's shares ("GDRs"). The duration of the tenth buyback programme is 1 January 2019 - 31 December 2019. The shares repurchased during this buyback programme will be cancelled.

FONDUL PROPRIETATEA S.A., an alternative investment fund • Headquarters at: 78-80 Buzesti Street, 7th floor, Bucharest 1st district, postal code 011017, Romania • Fiscal Identification Code (CIF): 18253260, registered with the Trade Registry under no: J40/21901/2005 • Subscribed share capital RON 4,733,020,898.32 • Paid-up Share Capital: RON 4,543,838,476.32 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro