Fondul Proprietatea

Transaction in Own Shares • Feb 18, 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 11 - 15 February 2019:

a) Issuer's name (buyer)	FONDUL PROPRIETATEA S.A. Bucharest Stock Exchange Symbol: FP
b) Brokers' names c) Description of the acquired financial instruments	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) Ordinary shares issued by the Fund (ISIN ROFPTAACNOR5) listed on the Bucharest Stock Exchange ("BVB"), and (ISIN Global Depositary Receipts ("GDRs") 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	Within the trading session
market orders f) Total number of shares and equivalent shares of GDRs bought-back in the reporting period, out of which:	8,565,495
- current number of shares bought back	6,200,245
- equivalent shares of current number of GDRs bought back	2,365,250 (representing 47,305 GDRs)
g) Total value of the transactions performed in the reporting period (RON), out of which:	7,205,488.36
- 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)	5,219,052.40 1,986,435.96
h) Total number of shares and equivalent shares of GDRs repurchased since the start of the tenth buy	49,047,135
back program
- number of shares bought back - equivalent shares of current number of GDRs	38,397,785 10,649,350 (representing 212,987 GDRs)
bought back - 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 January 20191 - % of paid-up share capital as at 31 January 2019 - % of total voting rights as at 31 January 2019	0.5389% (and 16.8869% computed to the total outstanding treasury shares and equivalent) 0.5613% (and 17.5900% computed to the total outstanding treasury shares and equivalent) 0.6791% (and 21.2821% 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) - value of the shares acquisition (RON)	41,355,285.32 32,332,266.49
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	9,023,018.83
j) Number of shares left to be repurchased within the tenth buy-back programme as of the date of this notification2	700,952,865

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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	Weighted average price per security	Volume of the transaction (no. of securities)	Value of the transaction (currency)
	were traded	(currency)*
11 February 2019	BVB	RON 0.8208	1,198,355 shares	RON 983,609.78
	BVB	RON 0.8260	1,211,436 shares	RON 1,000,646.14
12 February 2019	LSE	USD 9.6500	22,652 GDRs (1,132,600	USD 218,591.80
			shares equivalent)
13 February 2019	BVB	RON 0.8336	1,211,852 shares	RON 1,010,199.83
14 February 2019	BVB	RON 0.8511	1,259,285 shares	RON 1,071,777.46
15 February 2019	BVB	RON 0.8738	1,319,317 shares	RON 1,152,819.19
	LSE	USD 10.3000	24,653 GDRs (1,232,650 shares equivalent)	USD 253,925.90

* The weighted average price per security was rounded to 4-digits

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

Johan MEYER Legal Representative

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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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 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.