Fondul Proprietatea

Transaction in Own Shares • May 6, 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 30 April – 3 May 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	Ordinary shares issued by the Fund (ISIN 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	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:	3,556,152
- current number of shares bought back	2,528,102
- equivalent shares of current number of GDRs bought back	1,028,050 (representing 20,561 GDRs)
g) Total value of the transactions performed in the reporting period (RON), out of which:	3,444,246.23
- value of the shares acquisition (RON)	2,468,826.43
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	975,419.80
h) Total number of shares and equivalent shares of	118,111,969
GDRs repurchased since the start of the tenth buy
back program - number of shares bought back	93,403,469
- equivalent shares of current number of GDRs	24,708,500 (representing 494,170 GDRs)
bought back - equivalent shares of current number of GDRs converted in shares from the start of tenth buy back programme	21,189,000 (representing 423,780 GDRs)

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

__________________________________________________________________________________________________________________________________________________________

- % of subscribed share capital as at 31 March 2019	1.2977% (and 17.6457% computed to the total outstanding treasury shares and equivalent)
- % of paid-up share capital as at 31 March 2019	1.3517% (and 18.3804% computed to the total outstanding treasury shares and equivalent)
- % of total voting rights as at 31 March 2019	1.6472% (and 22.3991% 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)	104,495,508.36
- value of the shares acquisition (RON)	82,701,596.09
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	21,793,912.27
j) Number of shares left to be repurchased within the tenth buy-back programme as of the date of this notification1	631,888,031

___________________________________________________________________________________________________

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:

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)
BVB	RON	814,968	RON
	0.9774	shares	796,549.72
LSE	USD	20,561	USD
	11.1000	GDRs (1,028,050	228,227.10
		shares equivalent)
BVB	RON	859,747	RON
	0.9763	shares	839,371.00
BVB	RON	853,387	RON
	0.9760	shares	832,905.71

* 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

__________________________________________________________________________________________________________________________________________________________ ¹ 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