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Patria Bank S.A.

AGM Information Oct 18, 2021

2328_iss_2021-10-18_fca4a624-27d9-48ef-8b3b-92fbb6bb6e7c.pdf

AGM Information

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  • No.: 552946/18.10.2021
  • To: FINANCIAL SUPERVISORY AUTHORITY (FSA) Financial instruments and investments sector BUCHAREST STOCK EXCHANGE

Ref: EGSM Decision 18.10.2021

Current report: according to the FSA Regulation no. 5/2018 Report date: 18.10.2021 Name of the issuer: PATRIA BANK SA Headquarters: Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10 Phone / Fax No: 0800 410 310 / +40 372 007 732 Unique Registration Code with the Trade Register: RO 11447021 Order number in the Trade Register: J40/9252/2016 Subscribed and paid-in share capital: RON 311,533,057.50 The regulated market where the instruments are traded: Bucharest Stock Exchange

Important events to be reported

The Decision of the Extraordinary General Shareholders Meeting of Patria Bank SA dated October 18, 2021 is presented below.

General Manager Deputy General Manager Burak Yildiran Valentin Vancea

RESOLUTION OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF

PATRIA BANK S.A.

No. 1 / 18.10.2021

The Extraordinary General Shareholders Meeting of Patria Bank S.A. (the "Assembly"), company managed under unitary system, incorporated and operating under Romanian law with registered office in 42 Pipera Road, Globalworth Plaza building, floors 8 and 10, District 2, Bucharest, Romania, registered at the Trade Registry Office before Bucharest Court under no. J40/9252/2016, European Unique Identifier (EUID) ROONRC.J40 / 9252/2016, sole registration number 11447021, fiscal attribute RO, registered with Banking Register under no. PJR-32-045/15.07.1999 with a subscribed and paid up share capital of RON 311,533,057.50, (the "Bank"),

legally and statutory convened, in accordance with art. 117 from the Companies Law no. 31/1990, Law no. 24/2017 on issuers of financial instruments and market operations ("Law 24/2017"), ASF Regulation no. 5/2018 on issuers of financial instruments and market operations and with art. 9 from the Bank's Articles of Association, by publishing the convening notice in the Official Gazette of Romania, Part IV no. 3857/17.09.2021 and in the newspaper "Bursa" from 17.09.2021, as well as by submitting the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report no. 537431 dated 14.09.2021,

Legally and statutory met on 18.10.2021, at 10:00 hours, within the first convening at Bank's registered office in Bucharest, District 2, 42 Pipera Road, Globalworth Plaza building, 10th Floor by personal presence or correspondence voting of a number of 4 who own a number of 2,596,361,553 shares having voting rights attached, representing 90.47061 % of the total voting rights, respectively 83.34145 % from the Bank's share capital,

DECIDED

  1. With a total number of 2.596.361.553 shares for which there have been expressed valid votes, respectively 2,596,361,553 voting rights validly expressed, representing 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

The secretary of the meeting: Mr. Georgian Eugen Constantin, shareholder of Patria Bank S.A., and in his absence Mr. Adrian Cojocar, shareholder of Patria Bank S.A..

With a total number of 2.596.361.553 shares for which there have been expressed valid votes, 2. with a total hamber of 553 voting rights validly expressed, representing 83.34145 % of the respectively 2007 01, 2017 01 % of the voting rights attached to the shares representing Share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of correspondence in the shareholders present or persons who have voted by correspondence in votes expressed of the betentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

The share capital increase of the Bank with the amount of maximum RON 19,730,000, from RON 311,533,057.50 to maximum of RON 331,263,057.50 by issuing, without issuance premium, a number of 197,300,000 new, nominative, ordinary, dematerialized shares, each having a nominal value of 0.1 RON/share. The share capital increase is made, shares, cach having a not Law no. 24/2017 regarding on issuers of financial instruments and market operations, through: i) conversion, up to RON 14,925,000 (representing the and market operations, mount of EUR 3.000.000 at the estimated exchange rate of 4.9750 RON/EUR which will be updated with the NBR exchange rate on the date of subscription) of the subordinated loan granted to the Bank by EEAF Financial Services BV on December 18, 2018 and through ii) additional cash contribution, with rendering the preference right for all Bank's shareholders, registered in the register of the Bank's shareholders as of the Record Date ("Share Capital Increase").

  1. With a total number of 2.596.361.553 shares for which there have been expressed valid votes, respectively 2,596,361,553 voting rights validly expressed, representing 83.34145 % of the respect. of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the the share been of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

The conversion of the Patria Bank S.A 's debts towards EEAF Financial Services BV, up to RON 14,925,000 (representing the RON equivalent of the amount of EUR 3,000,000 at the estimated exchange rate of 4.9750 RON/EUR which will be updated with the NBR's rate on the day of subscription), arising from the subordinated loan agreement dated December 18, 2018, as subsequently amended, in the amount of EUR 3,000,000, into nominative shares of Patria Bank S.A. as part of Share Capital Increase.

With a total number of 2.596.361.553 shares for which there have been expressed valid votes, 4. respectively 2,596,361,553 voting rights validly expressed, representing 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the

total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

the Share Capital Increase in order to sustain the development plans of the Bank, through offering newly shares, issued within the Share Capital Increase to all shareholders of Patria Bank S.A. registered in the shareholders registry of the Bank on the Record Date. Each shareholder registered in the shareholders registry as of the Record Date holds a number of preference rights equal to the number of shares held as of the Record Date and will be entitled to subscribe new shares based on its preference right, proportionally with the number of the shares owned, respectively 15.7898153827 preference rights for subscribing a new share. The applicable rounding algorithm is at the lower whole according to the provisions of art. 91 para (4) of the Law no. 24/2017 regarding on issuers of financial instruments and market operations.The issuance price for one newly issued share subscribed as a result of exercising the preference right by the shareholders registered in the shareholders registry of the Bank as of the Record Date will be 0.1 RON/share, respectively will be equal to the nominal value of a share.

  1. S . With a total number of 2.596.361.553 shares for which there have been expressed valid votes, respectively 2,596,361,553 voting rights validly expressed, representing 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

The period for exercising the preference right which will be one month starting from the date set out in the prospectus which shall be prepared for the Share Capital Increase. The preference rights are not tradable.

  1. With a total number of 2.596.361.553 shares for which there have been expressed valid votes, respectively 2,596,361,553 voting rights validly expresenting 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

The empowering of the Board of Directors to undertake any measure which is necessary for implementing the resolution regarding the Share Capital Increase, including, but not limited to:

  • Selecting an intermediary and signing the related agreement for the (i) intermediation of share capital increase;
  • (ii) Contracting any other services needed for the implementation of the Share Capital Increase, such as drafting up the prospectus drawn up for the exercise of the preference right, signing the prospectus, carrying out the effective increase of Share Capital Increase and any other operation needed for executing the present EGSM Resolution;
  • (iii) a) cancelling the unsubscribed shares or b) offering the unsubscribed shares to the Bank's shareholders who have subscribed all the shares available for subscription, inside the exercise of the right of preference period, followed by the cancelling of the unsubscribed shares in this phase;
  • (iv) Adopting all decisions which are necessary for the implementation of the resolution regarding the Share Capital Increase;
  • (v) the results of the share capital increase.
  • With a total number of 2.596.361.553 shares for which there have been expressed valid votes, 7. respectively 2,596,361,553 voting rights validly expressed, representing 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

The use by transfer to the Retained Earnings of the General Reserve for credit risk in the amount of RON 3,425,628.60 and of the Reserve representing the fund for general banking risks in the amount of RON 11,875,181.87 to partially cover historical losses recorded in the balance as at 31.12.2020, for the financial years 2017 and respectively 2018, which include losses from loans and from the balance sheet items that represent risk-bearing assets specific to the banking activity and which exceed the balance of reserves for banking risks amounting to RON 15,300,810.47.

With a total number of 2.596.361.553 shares for which there have been expressed valid votes, 8. respectively 2,596,361,553 voting rights validly expressed, representing 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of

Page 4 of 6

votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

The empowering any of the members of the Management Board to undertake all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the EGSM on October 18, 2021 or October 19, 2021, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.

With a total number of 2.596.361.553 shares for which there have been expressed valid votes, 9. respectively 2,596,361,553 voting rights validly expressed, representing 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

Date of November 03, 2021 as Record Date for the purpose of identifying the shareholders upon which the resolution of the ordinary meeting of shareholders, in accordance with the provisions of article 87 (1) of Law no. 24/2017 regarding on issuers of financial instruments and market operations.

  1. With a total number of 2.596.361.553 shares for which there have been expressed valid votes, respectively 2,596,361,553 voting rights validly expressed, representing 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly and 0 "abstentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

Date of November 02, 2021 as Ex date.

  1. respectively 2,596,361,553 voting rights validly expresenting 83.34145 % of the share capital of the Bank and 90.47061 % of the voting rights attached to the shares representing the share capital of the Bank, of which 2,596,361,553 votes "for" representing 100 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0 % of the total number of

Page 5 of 6

votes expressed by the shareholders present or persons who have voted by correspondence in votes expressed of the betentions" representing 0 % of the total number of votes expressed by the shareholders present or persons who have voted by correspondence in the Assembly

APPROVAL OF

Date of November 04, 2021 as Payment Date, according to the provisions of Article 178, Date of November on, Degulation no. 5/2018 regarding the issuers of and the operations with securities.

This Resolution has been drawn up and signed in Bucharest, in 3 original copies, each having a number of 6 pages, today 18.10.2021.

Chairman of the Meeting Daniela-Elena Iliescu

Secretary of the Meeting

Georgian Eugen Constantin

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