Voting recommendations - GSMs of 14 February 2018

To: Bucharest Stock Exchange

Financial Supervisory Authority

London Stock Exchange

Current report according to Article 99 (s) of the Code of the Bucharest Stock Exchange Market Operator, Title II, Issuers and Financial Instruments

Events to be reported:

Voting recommendations and supporting materials related to the 14 February 2018 shareholders' meetings

Franklin Templeton International Services S.À R.L., in its capacity as alternative investment fund manager and sole director (the "Fund Manager") of Fondul Proprietatea S.A. (the "Fund"), in view of the upcoming extraordinary ("EGM") and ordinary ("OGM") meetings on 14 February 2018, would like to recommend that shareholders vote in favour of all the points on the EGM and OGM agendas, except for

- point 2 on the EGM agenda (e.g. the approval of the new Investment Policy Statement) where the Fund Manager refrains from making any recommendation, as the Fund Manager will present options for investment strategy under point 1 of the EGM agenda and the shareholders can express their will by voting on this point 2, and

- point 2 on the OGM agenda (e.g. the appointment of three members of the Board of Nominees), where the Fund Manager refrains from making any recommendation, as the candidates are nominated and decided by the shareholders.

The Fund Manager's voting recommendations contained herein are not binding in any way and should not be deemed under any circumstances as a supporting documentation/argument for substantiating one's vote. The Fund Manager will implement and will comply with all the decisions taken by the Fund's shareholders, irrespective of its recommendations herein, subject to compliance with law and regulation.

The Fund Manager would like to remind shareholders that it has summoned both the EGM and OGM meetings of the Fund's shareholders for 14 February 2018, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas Room, 1st District, Bucharest, Romania, starting at 11:00 a.m. (Romanian time).

For the shareholders' reference, the Fund Manager would like to note that

- the majority of the supporting materials are already available on the Fund's webpage at https://www.fondulproprietatea.ro/home/investor-relations/gsm-information/gsm-documentation/gsm-documentation-12.html, (including the amended forms of the special powers of attorney and correspondence ballots reflecting the final list of candidates for the Board of Nominees elections), with the remaining ones to be uploaded on or about 12 January 2018, and

- in relation to point 1 under OGM agenda (e.g. the approval of the new management agreement covering the Fund Manager's mandate for a period of 2 years starting with 1 April 2018), we remind shareholders of the announcement on 4 January 2018 that Mr Johan Meyer will be sole portfolio manager of the Fund with effect from the start of this new agreement.

Franklin Templeton International Services S.À R.L., in its capacity of Sole Director of FONDUL PROPRIETATEA S.A.

Oana Valentina Truța

Permanent representative

Report date:

10 January 2018

Name of the issuing entity:

Fondul Proprietatea S.A.

Registered office:

78-80 Buzesti Street

7th floor, district 1,

Bucharest, 011017

Phone/fax number:

Tel.: + 40 21 200 9600

Fax: + 40 21 200 9631

Email:

[email protected]

Internet:

www.fondulproprietatea.ro

Sole Registration Code with the Trade Register Office:

18253260

Order number in the Trade Register:

J40/21901/2005

Register on Data Protection Notification Register under number:18668

Subscribed share capital:

RON 4,854,034,784.56

Paid-up share capital:

RON 4,664,852,362.56

Number of shares in issue:

9,334,682,278

Number of paid shares:

8,970,869,928

Regulated market on which the issued securities are traded:

Shares on Bucharest Stock ExchangeGDRs on London Stock Exchange