No. 9314-05/16/2016

To: FINANCIAL SUPERVISORY AUTHORITY (FSA) - Financial instruments and investments sector BUCHAREST STOCK EXCHANGE Ref: Amendment of Banca Comerciala Carpatica's Articles of Association -Project

Current report according to law no. 297/2004 and FSA Regulation no. 1/2006 Report date: 05/16/2016 Name of Issuer: Banca Comerciala Carpatica SA Headquarters: Sibiu, 1 Autogării Street Phone / Fax No: 0269/233.985; 0269/233.371 Unique Registration Code with the Trade Register: RO 11447021 Order number in the Trade Register: J32/80/1999 Subscribed and paid-in share capital: RON 220,274,282.20 The regulated market where the instruments are traded: Bucharest Stock Exchange

According to the legal provisions of art. 112⁵ of FSA Regulation no. 1/2006 on issuers and operations with securities and considering the convening of Banca Comerciala Carpatica's Management Board meeting for 17 May 2016 10:30 AM, transmitted to FSA and BSE via the market report no. 8871/ 09 May 2016, we present in Appendix 1 below the project of Banca Comerciala Carpatica's Amended Articles of Association.

Yours sincerely,

Daniela Iliescu

Member of the Management Board

Articles of Association of Banca Comerciala Carpatica S.A.

CHAPTER I General Provisions

Article 1 Legal and business name, legal form, applicable law, logo

1.1. Banca Comerciala Carpatica S.A. is a Romanian legal person, established and operating as single-tier joint stock company, in conformity with the laws valid in Romania, in particular the companies law and the banking law and with these Articles of Association, duly authorized by the National Bank of Romania ("NBR") as Romanian credit institution.
1.2. The legal and business name of the company is Banca Comerciala Carpatica S.A.. In these Articles of Association, Banca Comerciala Carpatica S.A. shall be referred to as the "Bank".
1.3. In any form of advertisement, official document, contract or any other kind of document, the initials, logo, emblem and any other similar sign or symbol of the Bank shall be used exclusively by the Bank, its branches, subsidiaries, representative offices or agencies.
1.4. All invoices, quotations, orders, fees, prospectuses or other documents coming from the Bank shall state the name of the Bank, its legal form, registered office, number in the Trade Register, single registration code and share capital subscribed and paid-up.

Article 2 Registered office and secondary offices

2.1 The registered office and actual office of the Bank is in Sibiu, 1 Autogarii St., Sibiu County, Romania. Bucharest, Sector 1, 31 Actor Brezoianu Ion, 1 st , 2 nd floor and attic.
2.2 The registered or actual office of the Bank may be relocated to any other address, exclusively in Romania.
2.3 The Bank has and may establish, in Romania and abroad, secondary offices without legal personality referred to as branches, agencies, places of business, representative offices and also subsidiary legal persons, in accordance with these Articles of Association and the companies law and banking law.

Article 3 Term

3.1 The Bank is registered and operates for indefinite period of time.
3.2 The Bank may terminate its operations in accordance with the valid provisions of the law applicable to business companies and credit institutions.

CHAPTER II Capital and Assets of the Bank

Article 4 Share capital and shares

4.1 The share capital of the Bank, subscribed in paid up in full by shareholders, is RON 220,274,282.20, divided into 2,202,742,822 nominative and ordinary shares, each share having a nominal value of RON 0.1.
4.2 The shares issued by the Bank are registered, ordinary, issued in dematerialized form, by registration in the Shareholders' Register and have equal nominal value, granting equal rights to their owners.
4.3 Each share issued by the Bank and paid and held by any person (other than the Bank) grants a right to vote in general meetings of shareholders, except when shareholders decide that the Bank should issue preferential shares without voting right.
4.4 Shares are indivisible and the Bank acknowledges only one shareholder for each share. In case a share is indivisible property of several persons, they shall appoint a representative to exercise the rights deriving from the ownership of that respective share.

Article 5 Increase / reduction of share capital

5.1 The share capital of the Bank may be increased by resolution of the extraordinary general meeting of shareholders, in accordance with the applicable provisions of the companies law and banking law.
5.2 Shares may not be issued at an issue price inferior to their nominal value. However, shares may be issued at an issue price superior or equal to their nominal value.
5.3 Shares issued as part of a capital increase shall be offered, in accordance with the applicable legal provisions, to Bank shareholders in view to exercise their preference right, except when the preference right is removed, in accordance with the applicable law. If, after the lapse of the time allowed for exercising the preference right, the newly issued shares are not subscribed in full, those left unsubscribed may be cancelled or offered to third parties, as the qualified corporate body that approved the relevant capital increase may resolve.
5.4 Any reduction of the share capital may be performed in accordance with the applicable legal provisions and shall observe the minimum share capital level required by the banking law.
5.5 When reduction of the share capital is justified by losses, the share capital may be reduced only by reducing the number of shares issued or by reducing the nominal share value, case in which any reduction of the share capital by refunding to shareholders a share of their contributions to the share capital is prohibited.
5.6 The resolution to reduce the share capital shall include the reasons underlying such reduction and the procedure to be used for the implementation thereof.

Article 6 Shareholders' Register and share transfer

6.1 During the time when shares issued by the Bank are admitted to trading on a spot regulated market managed by Bursa de Valori Bucuresti S.A. (Bucharest Stock Market), the register of shareholders of the Bank shall be kept, in accordance with the law, by Depozitarul Central S.A. (Central Depository).
6.2 In the relationship between Bank and shareholders, the title over the shares is created only by and as from the date of registration of that respective shareholder in the Shareholders' Register. Any transfer not recorded in the Shareholders' Register shall not be binding to the Bank, and the Bank shall not recognize the assignee as shareholder of the Bank.
6.3 Shareholders shall notify any change in the identity or contact details recorded in the Shareholders' Register, by letter delivered to the Depozitarul Central SA, or any other entity under the law, together with documents in proof of the changes in the data referred to above. The Bank shall be liable for the consequences of any failure to update data recorded in the Shareholders' Register.
6.4 During the time when the shares issued by the Bank are allowed to trading on the spot regulated market managed by Bursa de Valori Bucuresti S.A., any transfer of shares issued by the Bank shall be carried out in compliance with the capital market law.

CHAPTER III A. Business Object of the Bank

Article 7 Business field and main business object

7.1 The main business field of the Bank is the performance of banking and financial operations:

6419 – Other monetary intermediation:

a) collecting deposits and other repayable funds (CAEN code 6419);
b) granting loans, including, among others: consumer loans, mortgage loans, financing business transactions, factoring, with or without recourse, discounting, forfeiting (CAEN code 6419);
c) payment operations (CAEN code 6419);
d) issuing and administrating payment instruments, such as: credit cards, travelers' checks and others similar, including issue of electronic money (CAEN code 6419);
e) issuing guarantees and taking commitments (CAEN code 6419);
f) trading for own account or for the account of customers, in the conditions of the law:
money market instruments such as: cheques, bills of exchange, promissory notes, certificates of deposit (CAEN code 6419);
foreign exchange (CAEN code 6419);
securities and other transferable financial instruments (CAEN code 6419)
futures and options financial contracts (CAEN code 6419)
instruments based on exchange rate and interest rate (CAEN code 6419)
participating securities and collective investment schemes (CAEN code 6419);
g) participating at the issue of securities and other financial instruments, by subscribing or placing them or by delivering services related to such issues (CAEN code 6612 - Financial transaction intermediation activities and fund administration (financial agents));
h) consultancy on capital structure, business strategy and other related business issues, services related to mergers and purchase of undertakings and provision of other consultancy services (CAEN code 6619 - Other activities auxiliary to financial intermediation, except insurance and pension funding activities);
i) intermediation on the inter-bank market (CAEN code 6419);
j) portfolio management and related consultancy services (CAEN code 6612- Financial transaction intermediation activities and fund administration (financial agents));
k) custody and administration of financial instruments (CAEN code 6419);
l) providing loan reference and data supply services (CAEN code 6419);
m) renting out safe-deposit boxes (CAEN code 6419);
n) depositing assets of investment funds and investment companies (CAEN code 6419);
o) distributing participating securities in investment funds and shares in investment companies (CAEN code 6499 – Other financial intermediation);
p) acting as operator for the Electronic Archive for Real Movable Securities (CAEN code 6619 Other activities auxiliary to financial intermediation, except insurance and pension funding activities);
q) operations with precious metals and gems and objects made of such materials (CAEN code 6419);
r) obtaining participating securities in the capital of other entities (CAEN code 6420);
s) renting out movable or immovable assets, according to the law (CAEN code 6820)
t) marketing of privately administered pension funds and marketing of optional pension funds (cod CAEN 6629) ;
7.2 The Bank performs the following services auxiliary or associated to the main business:
a) operations with movable and immovable assets obtained following execution of bank receivables (CAEN code 6810);
b) provision of services to customers, including valuation of movable and immovable assets for the purpose of admitting them as loan collaterals, obtaining expert's opinion on technical and economic documentations, pre-feasibility and feasibility studies presented by customers for the purpose of being granted investment loans (CAEN code 6619);
c) domestic transportation with own or leased means, for the general needs of the bank (money assets, gold and other precious metals, foreign currency, cheques, other commercial bills and other settlement instruments, bills of value or special importance, other similar assets) (CAEN code 4941);
d) organization and performance of vocational training of employees in its own training facilities (CAEN code 8559).
7.3 For the achievement of its business object and associated operations, the Bank prepares its own internal regulations.

CHAPTER IV General Meetings of Shareholders

Article 8 Types of meetings; Duties

8.1 The management body of the Bank is the general meeting of shareholders. The general meetings of shareholders may be ordinary or extraordinary.
8.2 The ordinary general meeting of shareholders discusses and resolves on the following matters:
a) discussing, approving or amending the annual financial statements, based on reports of the Management Board and financial auditor and setting dividends;
b) electing and revoking the members of the Management Board;
c) appointing and dismissing the financial auditor and setting the minimum term of the financial audit appointment;
d) setting the remuneration due to members of the Management Board for the current financial year;
e) assessing the activity of the Management Board and discharging the members of the Management Board for the previous financial year;
f) approving the revenue and expenditure budget and, if applicable, the work programme for the following financial year;
g) approving the initiation of legal proceedings against members of the Management Board or financial auditor and appointing the person authorized to represent the Bank in such proceedings;
h) other matters included in the agenda of and assigned to the ordinary general meeting of shareholders, in accordance with the law.
8.3 The extraordinary general meeting of shareholders discusses and resolves on the following matters:
a) changing the legal form of the Bank;
b) changing the main business object of the Bank;
c) increasing or reducing the share capital of the Bank;
d) merger, division or separation of the Bank, except when, in accordance with the applicable law, shareholders' resolution for that type of merger or division is not required;
e) early dissolution of the Bank;
f) share conversion from one category to another;
g) issuing bonds, respectively the general terms and conditions of such issue;
h) converting one category of bonds into another category of bonds or into shares;
i) prior approval of the main terms and conditions of the legal documents entered into by the Management Board on behalf of the Bank, for acquiring, selling, leasing and/or pledging Bank assets, when the accounting value of such assets exceeds fifty (50) la per cent of the accounting

value of Bank's assets at the time when such document is executed, in reference to the most recent annual financial statements;

j) any amendment to the Articles of Association of the Bank;
k) prior approval of any acquisition of assets from or alienation of assets to the Bank, by or to any one or several members of the Management Board, on their personal behalf, when their value exceeds ten (10) per cent of the value of Bank's net assets;
l) prior approval of any document for obtaining, alienating, exchanging or collaterising assets included in the category of fixed assets of the Bank, when their value exceeds, separately or cumulatively, during a financial year, 20% of the total fixed assets, less receivables;
m) prior approval of any lease of tangible assets for a period of more than one year, when their individual or cumulated value towards a single co-contractor or towards persons involved or acting in concert exceeds 20% of the total fixed assets, less receivables, as of the execution date of the relevant legal document, and also associations for periods of more than one year, exceeding the same value;
n) other matters included in the meeting agenda of and assigned to the extraordinary general meeting of shareholders, in accordance with the law.
8.4 The following duties are expressly delegated to the Management Board:
a) amending the secondary business object of the Bank;
b) relocating the registered and/or actual office of the Bank;
c) establishing or disbanding secondary offices: branches, agencies, places of business, representative offices and other similar units without legal personality.

Article 9 Convening the general meeting of shareholders

9.1 The Management Board may convene the general meeting of shareholders whenever it may be necessary. The ordinary general meeting of shareholder assembles at least once a year, within not more than four months as from the end of the financial year.
9.2 The general meeting shall assemble at least 30 days after publication of the convening notice in the Official Gazette of Romania, at the place and on the date specified in the relevant convening notice, for the first and second call of the meeting.
9.3 The convening notice containing the minimum information required under the law shall be published in the Official Gazette of Romania, Part IV, in a largely circulated newspaper and on the web page of the Bank, in compliance with the provisions of the capital market regulations.
9.4 Any one or several shareholders individually or jointly representing at least 5% of the share capital may request in writing the Management Board to supplement the agenda, as published, with new items, within 15 days as from publication of the convening notice in the Official Gazette.
9.5 Subject to the request to supplement the agenda meeting all legal requirements, the Management Board shall republish the convening notice with the supplemented agenda, in compliance with Article 9.3 above, at least 10 days prior to the date set for the first assembly, as specified in the convening notice.
9.6 The Management Board shall call the general meeting immediately, at request of shareholders representing, individually or jointly, at least 5% of the share capital, if the request contains dispositions that lie within meeting's attributions. In this case, the general meeting shall be convened within not more

than 30 days and shall assemble within not more than 60 days after the date when the abovementioned request is recorded by the Bank.

9.7 No resolutions shall be adopted on agenda items that were not published in the convening notice.

Article 10 Access to information concerning the general meetings of shareholders

10.1 The convening notice of the general meeting of shareholders shall observe the minimum content required under the capital market regulations.
10.2 All documents and information relating to items included in the agenda of a shareholders' meeting and the manner how shareholders may exercise their rights in the meeting shall be posted on the web page of the Bank, at least 30 days prior to the date set for the meeting and specified in the convening notice for the first assembly.
10.3 The annual financial statements, the annual reports of the Management Board and also the proposal for distributing dividends shall be made available to shareholders at the registered office of the Bank and shall be posted on the web page of the Bank, as from the date of publication of the notice convening the ordinary general meeting of shareholders.
10.4 Each shareholder may address questions in writing to the Management Board with regard to Bank's operations, prior to the date when the meeting is to take place, and answers shall be provided during the meeting or shall be posted on the web page of the Bank.
10.5 In case the convening notice contains a proposal for electing members of the Management Board, the Bank shall make available to the shareholders, information regarding the name, place of domicile, professional qualification of the individuals proposed for the position of member of the Management Board and that list shall be available to shareholders for consultation and supplementation, until 11 calendar days prior to the date set for the first assembly.
10.6 When the meeting agenda also contains proposals for amending the Articles of Association, the convening notice shall also contain the full text of the amendments proposed.

Article 11. Prior formalities for exercising the right to vote in general meetings of shareholders

11.1 Only shareholders registered in the Register of Bank's Shareholders on the reference date set by the Management Board are entitled to participate and vote in general meetings of shareholders.
11.2 All shareholders may attend the general meetings in person (in case of legal entities, by legal representative) or by representative, on the basis of a general or special proxy granted expressly for that respective general meeting (first or second call). All special proxies and general proxy (when first used) shall be submitted by represented shareholders to the Bank's registry or shall be delivered to the Bank by registered letter with acknowledgement of receipt, so that it should reach the Bank's office at least two (2) business days prior to the date envisaged for the first assembly of the meeting. Shareholders and their representatives shall present an identity document and a proxy, as the case may be, enabling them to participate in the general meeting of shareholders.
11.3 On the date and at the time specified in the convening notice for the first assembly of the general meeting, the President of the Management Board, in capacity of chairman of the meeting, shall open the meeting after establishing the fulfillment of all convening formalities and quorum requirements. The President of the Management Board shall preside the general meeting of shareholders. In exceptional circumstances, the President of the Management Board may delegate the power to preside the meeting to another member of the Management Board or officer of the Bank.
11.4 The chairman of the meeting may appoint, from among Bank's staff, any one or several technical secretaries, who shall have the following duties: (i) drawing up the minutes concerning the quorum and fulfillment of all legal and statutory protocols for carrying on with the meeting, and (ii) participating in all activities carried out by meeting secretaries.
11.5 The general meeting of shareholders appoints, from among the shareholders present or shareholders' representatives, one up to three secretaries who shall check the shareholders' attendance list, the part of the share capital that each shareholders represents, the minutes prepared by the technical secretaries and the fulfillment of all formalities required under the law and the Articles of Association for valid meetings, and then it may pass on to debating the issues on the agenda.
11.6 If the minimum quorum for the first call is not met within 30 minutes after the time specified in the convening notice, as published, the meeting shall assemble on the date of the second call, at the time and location and with the agenda specified in the convening notice, as published.
11.7 The resolutions made by the general meeting of shareholders shall be adopted by open vote, except when adopting resolutions regarding the following aspects (situations when voting is secret): appointing or revoking members of the Management Board, appointing, revoking or dismissing financial auditors of the Bank, adopting resolutions for holding members of the Management Board liable.

Article 12. Quorum and majority

12.1 The general quorum and majority requirements for general meetings of shareholders of the Bank on the first and second call are the following:

for the ordinary general meeting of shareholders, at its first call – the meeting is validly assembled if shareholders representing at least ¹ /⁴ of the total number of voting rights are present in person or by representative and resolutions are adopted with the majority of the votes cast;

a) for the ordinary general meeting of shareholders, at its second call the meeting is validly assembled irrespective of the number of shareholders present in person or by representative and resolutions are adopted with the majority of the votes cast;
b) for the extraordinary general meeting of shareholders, at its first call the meeting is validly assembled if shareholders representing at least ¹ /⁴ of the total number of voting rights are present in person or by representative and resolutions are adopted with the majority of the votes held by the shareholders present or represented;
c) for the extraordinary general meeting of shareholders, at its second call the meeting is validly assembled if shareholders representing at least ¹ /⁵ of the total number of voting rights are present in person or by representative and resolutions are made with the majority of the votes held by the shareholders present or represented.
12.2 Special quorum requirements for shareholders meetings resolving on the following matters:
a) limitation or suspension of the preference right of Bank's shareholders, in case of share capital increase:
- at least 85% of the share capital subscribed;
12.3 Special majority requirements for adopting resolutions by the general meeting of shareholders of the Bank are applicable in certain matters, as it follows:
a) revoking members of the Management Board (on the first call):
- at least 2/3 of the votes cast by the shareholders present in person or by representative;
b) amending the main business object of the Bank, increasing and reducing the share capital, merger, division, separation or dissolution of the Bank:
at least 2/3 of the votes held by the shareholders present in person or by representative;
c) limitation or suspension of the preference right of Bank's shareholders in case of share capital increase:
at least ¾ of the voting rights;

Article 13 Formalities following the exercise of the right to vote in general meeting of shareholders

13.1 The secretary or secretaries (as the case may be) of the general meeting of shareholders draw(s) up the meeting minutes, which is then signed by the President of the Management Board or by the person presiding the meeting, and also by the secretary or secretaries (as the case may be) of the general meeting of shareholders. The minutes record the fulfillment of the convening formalities, the date and place of the general meeting of shareholders, the shareholders present or represented, the number of shares held by the shareholders present or represented, summary of the debates and resolutions adopted and, at shareholders' request, the statements they made in the meeting. The minutes shall enclose all documents regarding the convening of the meeting, and also the shareholders' attendance list.
13.2 The minutes signed by the President of the Management Board and by the secretary or secretaries of the meeting shall be recorded in the register of general shareholders' meetings.
13.3 The resolutions of the general meeting of shareholders shall be submitted to the Trade Register within fifteen (15) days as from the date of the general meeting of shareholders, and shall be published in the Official Gazette and on the web page of the Bank.
13.4 The resolutions adopted by the general meeting of shareholders in accordance with the law and these Articles of Association are mandatory for and binding also to the shareholders who did not attend the meeting or voted against.
13.5 Shareholders who did not vote in favor of the proposals for
(a) amending the main business object of the Bank,
(b) relocating the registered office of the Bank aboard,
(c) changing the legal form of the Bank,
(d) merger, separation, division of the Bank

have the right to withdraw from the capacity of shareholders of the Bank and the right to request the Bank to buy their shares, in accordance with the companies law.

13.6 The shareholders opposing the resolutions made by the general meeting of the Bank with regard to mergers or divisions, and involving allocation of shares that are not allowed to trading on a regulated market, have the right to withdraw and obtain from the Bank an amount representing the equivalent value of the shares, in accordance with the capital market regulations.

CHAPTER V MANAGEMENT BOARD

Article 14 Organization

14.1 The Bank is managed in a unitary (single-tier) system, by a management board formed of 5 (five) members appointed by the ordinary general meeting of shareholders for a 4 (four)-year term, with the possibility of being reelected for subsequent 4 (four)-year terms.
14.2 Candidates to the position of Management Board member are nominated by shareholders or by current Management Board members and may only be individuals with reputation and expertise adequate to the nature, scope and complexity of the Banks' operations and to the responsibilities entrusted, so as to ensure a prudent and sound management of the Bank. In case a general meeting of shareholders is convened and its agenda includes the appointment of one or several administrators, the Management

Board may publish on the web page of the Bank, at the same time with the publication of the convening notice, the criteria that all candidates proposed for the position of administrator must meet and any incompatibility cases.

14.3 The majority of Management Board members shall consist of non-executive members.
14.4 The members of the Management Board shall not be, at the same time, employees of the Bank. Likewise, the non-executive members of the Management Board shall not hold, at the same time, more than one term in a non-executive position, respectively one term in an executive position in another credit institution. Holding other terms in executive or non-executive positions shall be disclosed to the Ordinary General Meeting of Shareholders having the appointment of administrators on the agenda. Taking additional terms in executive or non-executive positions in other credit institutions, during the exercise of the appointment as administrator of the Bank shall be subject to prior approval of the Extraordinary General Meeting of Shareholders.
14.5 The term in office of each Management Board member appointed by the ordinary general meeting of the Bank shall start only after approval by the NBR (National Bank of Romania) in accordance with the regulations of the latter.
14.6 The Management Board shall convene the ordinary general meeting of Bank's shareholders having the appointment of one or several administrators on the agenda, and it shall assemble 3 (three) months prior to the expiry of any such term in office. The Management Board shall convene the ordinary general meeting of Bank's shareholders having the appointment of one or several administrators on the agenda as soon as: (i) it has received, from one of several Management Board members, a document whereby they relinquish their term in office, or (ii) one or several Management Board members have been revoked in accordance with the law.
14.7 The President of the Management Board is elected by the Management Board from among its members, for a term that shall not exceed his term in office as administrator. The President of the Management Board shall not hold simultaneously the position of general manager of the Bank, unless with approval of NBR, and in circumstances well justified by the Bank.
14.8 The President of the Management Board has the following duties:
(a) coordinates the activity of the Management Board and reports it to the general meeting of Bank's shareholders;
(b) sees to the proper operation of Bank's bodies;
(c) convenes Management Board meetings, sets their agenda, sees to proper briefing of Management Board members with regard to the items in the agenda and presides the meetings;
(d) any other duties or responsibilities, as established in this Chapter or under the Internal Regulations of the Management Board ("Internal Regulations of the Management Board").
14.9 In case the President of the Management Board cannot attend or is prohibited to vote, the other members of the Management Board shall elect a chairman of the meeting, who shall have the same rights and obligations as the President of the Management Board, except for the right to casting vote, which its an exclusive right of the President of the Management Board.

Article 15. Operation

15.1 The Management Board shall assemble in regular meetings, at least every 3 months, at initiative of the President of the Management Board, including at reasonable request of at least 2 (two) Management Board members or of the general manager. In case the convening in made at request, the initiators of such request shall establish the agenda of the meeting, and the President of the Management Board has the obligation to adhere to such request.

15.2 The convening notice for regular meetings shall be sent to Management Board members at least 5 (five) calendar days prior to the date envisaged for each regular meeting.
15.3 The convening notices for Management Board meetings shall be sent in writing, by messenger, by mail with acknowledgement of receipt or by electronic mail and shall include the agenda proposed, together with the relevant documentation, the place and time of the meeting and any additional documentation that the President of the Management Board may deem necessary. The issues not included in the agenda may be resolved only in emergency situations. The President shall resolve on the urgent nature of such issues. Management Board meetings may be held at any time, without convocation, if all Management Board members are present or if those not present expressly waive in writing the right to be convened to a meeting.
15.4 The Management Board may hold meetings also by telephone of videoconference or by mail. The content of the minutes prepared following such Management Board meetings by telephone or videoconference shall be confirmed in writing, by all Management Board members who participated in the meeting.
15.5 In exceptional circumstances justified by the urgent nature of the matter at hand and the best interest of the Bank, the decisions of the Management Board may be adopted by unanimous vote in writing of its members, without being required an assembly of that body. This procedure shall not apply in case of decisions regarding the annual financial statements of the Bank or its authorized capital.
15.6 The Management Board shall validly make decisions in presence of at least half of its members and by majority of its attending members. Resolutions regarding the appointment or revocation of the President of the Management Board shall by adopted by absolute majority of Board members. In case of split vote when the Management Board is making any decision, the President of the Management Board shall have the casting vote. In case any of the Management Board members does not have the right to vote, the attendance quorum and voting majority shall be reassessed, considering only the members with voting rights and provided that all Management Board members have been convened to the meeting or those absent from the meeting expressly agreed to waive this formality.
15.7 Management Board members may be represented in meetings by other Management Board members, by special power of attorney or proxy. A member present at a Management Board meeting may represent only one other Management Board member. The power of attorney or proxy shall be sent to the Bank prior to the Management Board meeting.
15.8 Minutes shall be prepared following each meeting, and they shall contain: the name of all participants, the agenda, debates, decisions made, number of votes obtained and any dissenting opinions. The minutes shall be recorded in the register of Management Board meetings and shall be signed by the President of the Management Board/ meeting chairman and any Management Board member appointed for this purpose during the meeting, and also by the meeting secretary, in accordance with the rules set in the Internal Regulations of the Management Board.

Article 16. Powers and duties

16.1 The Management Board is in charge of performing all actions that are necessary and useful for the achievement of the Bank's business object, except for those that the law reserves for the general meeting of shareholders.
16.2 The Management Board has the following fundamental powers that may not be delegated to managers:
(a) establishing the main business and development course for the Bank;
(b) establishing the accounting policies and the financial control system and also the financial planning approach;
(c) appointing and revoking managers and establishing their remuneration;
(d) supervising managers' activity;
(e) preparing the annual report, organizing general meetings of shareholders and implementing their resolutions, setting a reference date for shareholders entitled to attend to and vote in the general meeting of shareholders;
(f) powers that the Management Board receives from the general meeting of Bank's shareholders;
(g) representing the Bank in the relationship with managers;
(h) other powers and duties established by the legal provisions and which cannot be delegated to managers;
(i) establishing advisory committees.
16.3 The Management Board has the following duties:
(a) approves, supervises and is liable for implementation of a business governance framework that ensures efficient and prudent management of the Bank, including separation of responsibilities within the Bank and prevention of any conflicts of interest;
(b) approves internal norms and any amendments thereto, and also any document for which the statutory and regulatory framework require approval powers at the level of the Management Board;
(c) approves Bank's participation to the capital of other entities, in the conditions set by the banking law, and proposals for candidates to the management bodies of the entities in which the Bank has participating interests;
(d) appoints and revokes members of the committees established to assist the Management Board;
(e) sets the powers for (i) approval of loans and other commitments causing an exposure of the Bank; (ii) actions necessary for recovering non-performing loans, including, but without limitation to debt assignment; (iii) total/partial collection of loans;
(f) approves the writing-off of loans in the operational activity and may delegate these powers in accordance with the provisions of the law and the internal regulations.
(g) approves the collective employment agreement;
(h) approval the internal regulations.

CHAPTER VI MANAGERS

Article 17. Executive Managers

17.1 The Management Board delegates the operative management and coordination of the daily operations of the Bank to several managers, appointing, from among them, a general manager and a deputy general manager.
17.2 The Managers act jointly, within the limits of the powers and duties set by the Management Board, in an Executive Committee having the following main powers and duties:
(a) taking all necessary actions regarding the operative management of Bank's operations, observing the limitations set by the business object of the Bank and the exclusive powers of the Management Board and General Meeting of Shareholders;
(b) approving internal regulatory documents of the Bank and any amendments thereto, except for those for which the statutory and regulatory framework require exclusive competence of the Management Board;
(c) approving the interest applied to Bank's resources and investments;
(d) approving the fees and commissions in Lei and foreign currency;
(e) appointing or delegating the appointment of leaders of organizational structures in the Bank's Central Office, and also the leaders of units in the territorial network.
17.3 The Managers shall regularly and duly inform the Management Board on the actions taken.
17.4 The Bank is represented and bound by the General Manager and Deputy General Manager or by the General Manager/Deputy General Manager and one other Manager. The Bank may be represented and bound by signature also by other individual(s) authorized for this purpose by the General Manager and Deputy General Manager.

17.5. The meetings o the Executive Committee shall take place on weekly basis or whenever it may be necessary. The resolutions of the Executive Committee are adopted by absolute majority of the members' votes, respectively 50% + 1 of the total number of executive managers. The vote cannot be cast by proxy. Details regarding the decision-making process and other organizational details are established in accordance with the Executive Committee Charter, adopted by resolution of the Management Board.

CHAPTER VII

Conduct

Article 18 Confidentiality

18.1 The Management Board members, managers and employee of the Bank shall observe the confidentiality of any confidential information concerning the activities and operations of the Bank, as required under the applicable law and the management, mandate or labor contracts.
18.2 The Management Board members and the managers have an obligation of diligence and loyalty to the Bank.

CHAPTER VIII

Dissolution and Liquidation of the Bank

The dissolution and liquidation of the Bank shall be carried out in compliance with the applicable banking regulations.

These Articles of Association shall become valid and effective as from the date when NBR authorizes the Management Board members in single-tier management system. Until authorization by NBR in accordance with the abovementioned, the articles of association of the Bank approved by the extraordinary general meeting, updated in accordance with the Resolution of the Extraordinary General Meeting of Shareholders of 18.06.2015 shall continue effective.

Chairman of the Management Board

Horia Dragos Manda

AI Terminal

Patria Bank S.A.

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