Fondul Proprietatea : Quarterly Report 30 September 2017

for the quarter ended 30 September 2017

Prepared in accordance with CNVM Regulation no 1/2006

Fondul Proprietatea SA

(this is a translation from the official Romanian version)

Company Information 2

Overview 5

Significant Events 7

Analysis of the Activity of the Fund 16

Financial Statements Analysis 28

Annexes

Annex 1 Condensed Interim Financial Statements for the nine-month period ended 30 September 2017, prepared in accordance with IAS 34 Interim Financial Reporting, based on International Financial Reporting Standards as endorsed by

European Union ("IFRS") 34

Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 30 September 2017, prepared in accordance with CNVM Regulation 4/2010 (Annex no. 4) 66

Fondul Proprietatea SA Quarterly Report for the quarter ended 30 September 2017 1

• Fondul Proprietatea SA ("the Fund" or "Fondul Proprietatea" or "FP") was incorporated on 28 December 2005 as a joint stock company operating as a closed-end investment company. The Fund is registered with the Bucharest Trade Register under the number J40/21901/2005 and has the sole registration code 18253260.

• The Fund's Investment Objective is the maximisation of returns and per-share capital appreciation via investments mainly in Romanian equities and equity-linked securities.

• During the reported period, the Fund was managed by Franklin Templeton International Services S.à r.l. ("FTIS" or "AIFM") as its Sole Director and AIFM under the Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFM Directive") and local implementation regulations, under the Management Agreement executed in 2015 ("2015 MA") in order to comply with the AIFM Directive (FTIS mandate commenced on 1 April 2016). FTIS has delegated the role of Investment Manager as well as certain administrative functions to Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch ("FTIML"/ "Investment Manager") for the entire duration of its mandate as AIFM. FTIML was the previous Sole Director and Fund Manager of Fondul Proprietatea (between 29 September 2010 and 31 March 2016).

• Since 25 January 2011, the Fund's shares have been listed on the Bucharest Stock Exchange ("BVB"). Since 29 April 2015, the Fund's global depositary receipts ("GDRs") have been listed on the Specialist Fund Market of the London Stock Exchange ("LSE").

  The following table shows a summary of the financial information of the Fund:

  NAV* and share price developments	Notes	Q3 2017	Q3 2016	H1 2017	Change % Q3 2017 vs Q3 2016	Change % Q3 2017 vs H1 2017
  Total shareholders' equity (RON million)	10,605.8	11,316.7	10,520.3	-6.3% +0.8%
  Total NAV (RON million)	a, m	10,605.9	11,356.8	10,570.3	-6.6% +0.3%
  NAV per share (RON)	a, m	1.2078	1.1698	1.1953
  NAV per share change in the period (%)	b, m	+1.0%	+2.2%	+0.7%
  NAV per share total return in the period (%)	b, h	+1.1%	+2.2%	+9.2%
  Share price as at the end of the period (RON)	0.8450	0.8030	0.8300
  Share price low (RON)	c	0.8340	0.7250	0.8000
  Share price high (RON)	c	0.8750	0.8070	0.9250
  Share price change in the period (%)	b	+1.8%	+10.6%	+4.4%
  Share price total return in the period (%)	b, i	+1.8%	+10.6%	+16.7%
  Share price discount to NAV as at the end of the period (%)	e	30.0%	31.4%	30.6%
  Average discount for the period (%)	e	28.6%	32.0%	26.8%
  Average daily share turnover (RON million)	d, k	4.3	10.3	8.4	-58.3% -48.8%
  GDR price as at the end of the period (USD)	11.05	10.40	10.40
  GDR price low (USD)	f	10.45	9.37	9.40
  GDR price high (USD)	f	11.40	10.65	11.45
  GDR price change in the period (%)	b	+6.3%	+13.0%	+10.60%
  GDR price total return in the period (%)	b, j	+6.3%	+13.0%	+23.4%
  GDR price discount to NAV as at the end of the period (%)	e	28.7%	29.2%	30.5%
  Average GDR price discount for the period (%)	e	28.3%	29.5%	26.0%
  Average daily GDR turnover (USD million)	g, l	0.9	1.2	1.5	-25.0% -40.0%

  Source: Fondul Proprietatea

  *Net Asset Value ("NAV") for the end of each period was computed in the last working day of the month.

  Notes:

• Prepared on the basis of local rules issued by the Romanian capital market regulator

• Compared to the end of the previous period

• Source: BVB - REGS market - Closing prices

• Source: BVB

• Share Price/ GDR Price discount to NAV as at the end of the period (%) is calculated as the discount between FP share closing price on BVB/ FP GDR closing price on LSE on the last trading day of the period and the NAV per share at the end of the period; the average discount is calculated according with the Investment Policy Statement ("IPS"), using the latest published NAV per share at the date of calculation.

• Source: LSE - Closing prices

• Source: Bloomberg

• The NAV per Share Total Return is calculated in RON by geometrically linking total returns for all intermediate periods when official NAV is published. Each total return for a single period is calculated using the following formula: the NAV per share at the end of the period plus any cash distribution during the period, dividing the resulting sum by the official NAV per share at the beginning of the period. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS.

• The Share Price Total Return is calculated in RON by geometrically linking daily total returns. Daily total return is calculated as the closing price at the end of the day, plus any cash distributions on that day, dividing the resulting sum by the closing price of the previous day. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS.

• The GDR Price Total Return is calculated in USD by geometrically linking daily total returns. Daily total return is calculated as the closing price at the end of the day, plus any cash distributions on that day, dividing the resulting sum by the closing price of the previous day. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS.

• Including the tender offer carried by the Fund in March 2017, with a total value of RON 337.3 million (excluding transaction costs) for the 370.7 million shares acquired on BVB

• Including the tender offer carried by the Fund in March 2017, with a total value of USD 57.9 million (excluding transaction costs) for the 269.3 million shares equivalent to the GDRs acquired on LSE

• The difference in change (%) between total NAV and NAV per share is due to the change in the number of treasury shares during the period (own shares acquired through buy-backs, both ordinary shares and GDRs, are excluded from the number of shares used in the computation of NAV per share)

*Note: the following changes in the Fund's share capital took place in 2017:

1. On 18 January 2017, the Trade Registry registered Resolution no. 7/11 October 2016 of the Fund's Extraordinary General Shareholders Meeting ("EGM") for approving the decrease of the subscribed share capital from RON 9,168,314,116.70 to RON 8,562,968,634.10, pursuant to the cancellation of 712,171,156 own shares acquired by the Fund during the sixth buy-back programme, endorsed by the Financial Supervisory Authority ("FSA") through the Endorsement no. 1/12 January 2017.

2. On 24 March 2017 the Trade Registry registered Resolution no 10/31 October 2016 of the Fund's EGM for approving the subscribed share capital decrease from RON 8,562,968,634.10 to RON 5,742,226,025.22, through the reduction of the nominal value of the shares from RON 0.85 to RON 0.62, for the coverage of the cumulated accounting losses as reflected in the Fund's financial statements as at 31 December 2015 in amount of RON 2,473,157,471.66 and through the reduction of the nominal value of the Fund's shares from RON 0.62 to RON 0.57, as a result of the approved shareholders cash distribution of RON 0.05 per share, endorsed by the FSA through Endorsement 79/22 March 2017.

3. On 16 June 2017 the Trade Registry registered Resolution no 1/28 February 2017 of the Fund's EGM for approving the subscribed share capital decrease from RON 5,742,226,025.22 to RON 5,238,521,987.92, through the reduction of the nominal value of the shares from RON 0.57 to RON 0.52, as a result of the approved shareholders cash distribution of RON 0.05 per share, endorsed by the FSA through Endorsement 362/12 June 2017.

Share information

Primary listing Bucharest Stock Exchange

Since 25 January 2011

Secondary listing London Stock Exchange

Since 29 April 2015

Bucharest Stock Exchange symbol FP London Stock Exchange symbol FP. Bloomberg ticker on BVB FP RO

Bloomberg ticker on LSE FP/ LI

Reuters ticker on BVB FP.BX

Reuters ticker on LSE FPq.L

ISIN ROFPTAACNOR5

Financial Supervisory Authority

register noPJR09SIIR/400006/18.08.2010

LEI CODE 549300PVO1VWBFH3DO07

CIVM registration no AC-4522-1/03.07.2017