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Patria Bank S.A.

AGM Information Aug 12, 2019

2328_egm_2019-08-12_61da0de8-9aea-4fff-bbda-c54a75ab530c.pdf

AGM Information

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No.: 47291/01.08.2019

To: FINANCIAL SUPERVISORY AUTHORITY (FSA) - Financial instruments and investments sector BUCHAREST STOCK EXCHANGE

Ref: Erratum to completion to convening notice for OGSM and EGSM on 13.08.2019

Current report: according to FSA Regulation no. 5/2018 Report date: 01.08.2019 Name of the issuer: PATRIA BANK SA Headquarters: Bucharest, sector 2, Pipera Road No. 42, Globalworth Plaza Building floors 7, 8 and 10 Phone / Fax No: 0372538725 / 021 3133044 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

In the completion of the convening notice for the EGSM to be held on August 13, 2019 published on July 31, 2019 the following clerical error was recorded:

In the text of the convening notice, at page 6 after section 6.2. in the paragraph "The points 21 of the EGSM agenda is introduced, pursuant to art. 119 para. (1) of Law no. 31/1990 on companies, at the request of the shareholder EEAF Financial Services B.V in the form proposed by it.", the clerical error regarding the reference to art. 119 para. (1) of Law no. 31/1990 on companies is rectified, by citing the refernce to art. 1171 para. (1) of Law no. 31/1990.

Therefore, this paragraph will have the following content:

"The points 21 of the EGSM agenda is introduced, pursuant to art. 1171 para. (1) of Law no. 31/1990 on companies, at the request of the shareholder EEAF Financial Services B.V in the form proposed by it."

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro

Annex: The corrected Convening Notice of the Ordinary and Extraordinary General Meeting of Shareholders of Patria Bank SA dated August 13, 2019.

DANIELA ELENA ILIESCU

GENERAL DIRECTOR

UPDATED CONVENING NOTICE OF ORDINARY GENERAL SHAREHOLDERS MEETING AND OF EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF PATRIA BANK SA

The Board of Directors of PATRIA BANK S.A., a joint stock company managed under a unitary system, incorporated and operating in accordance with Romanian law, registered with the Trade Registry Office attached to the Bucharest Tribunal under number J40/9252/2016, fiscal identification code RO 11447021, having its registered office in Bucharest, District 2, 42 Pipera Road, Globalworth Plaza building, floors 7, 8 and 10, with a subscribed and paid up share capital of RON 311.533.057,50 and the registered number in the Banking Register PJR-32- 045/15.07.1999 (the "Bank" or "Patria Bank"),

Considering the following:

  • (i) The convening of the Ordinary General Meeting of the Bank's Shareholders on August 13, 2019, at 10.00, and of the Extraordinary General Meeting of the Bank's Shareholders on August 13, 2019 at 10.30 at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Global worth Plaza Building, floor 7, by publishing the convening notice in the Official Gazette of Romania, Part IV no. 2867 din 12.07.2019, in "Bursa" newspaper, issue of 12.07.2019 and submitted for publication to the Financial Supervisory Authority and the Bucharest Stock Exchange, by the current report no. 41580 / 11.07.2019;
  • (ii) EEAF Financial Services B.V, as Bank shareholder holding more than 5% of the Bank's share capital, has filled, pursuant to art. 117¹ paragraph (1) of Law no. 31/1990 on companies, as subsequently amended and supplemented, art. 92, paragraph (3) and (5) of Law no. 24/2017 regarding the issuers of financial instruments and market operations and art. 189 of FSA Regulation no. 5/2018 regarding the issuers of financial instruments and market operations, by the written letter received by the Bank on July 26, 2019, at 13:00 a request for completion of the agenda of the Extraordinary General Meeting of the Shareholders of August 13, 2019

requesting, essentially, flexibility of Patria Bank decision-making capacity with respect to the market on which the Bonds will be admitted to trading, respective the regulated market or the alternative trading system, considering it to be optimal for this project as from the operational point of view, the final decision on the trading market to be taken at a later stage by the Patria Bank S.A. Board of Directors,

in accordance with the provisions of article 1171 paragraph (3) of Companies Law no. 31/1990, as republished,

UPDATES AND REPUBLISH

THE AGENDA FOR THE ORDINARY GENERAL SHAREHOLDERS MEETING AND OF THE

EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF 13.08.2019

Convened for 10:00 hours and respectively 10:30 hours, at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Global worth Plaza Building, floor 7, for all the shareholders registered with the Depozitarul Central SA as of August 6, 2019, set as the reference date as follows:

THE ORDINARY GENERAL SHAREHOLDERS MEETING ("OGSM")

on 13 August 2019, 10:00 hours, at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Global worth Plaza Building, floor 7, for all the shareholders registered with the Central Depository as of 6 August 2019, set as the Reference date for the OGSM, having the following agenda:

  1. The appointment of KPMG AUDIT SRL, legal entity incorporated and functioning in accordance with Romanian law, registered with the Trade Registry Office under number J40/4439/2000, fiscal identification code 12997279, as financial auditor of the Bank for auditing the financial statements of the Bank, for the financial year 2019-2021, prepared in

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro

accordance with the International Financial Reporting Standards, according to Romanian National Bank Order no.27/2010 as further amended, and the ending of the mandate of the financial auditor, Princewaterhouse Coopers Audit S.R.L. (C.U.I. 4282940).

    1. Approval of 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 OGSM on 13 August 2019 and/or 14 August 2019, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above
    1. According to Article 2, paragraph 2, letter f), l) and Article 176 from ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, approving:
  • 3.1. Date of 3 September 2019 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 86(1) of Law no. 24/2017 regarding on issuers of financial instruments and market operations
  • 3.2. Date of 2 September 2019 as Ex date, according to the provisions of article. 2 par 2 letter l) of FSA Regulation no. 5/2018 on the issuers of financial instruments and market operations.

Only persons registered as shareholders at the reference date of 6 August 2019 ("Reference Date") in the Bank's shareholders' registry kept with Depozitarul Central S.A. are entitled to participate and vote in the OGSM.

THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING ("EGSM")

on 13 August 2019, 10:30 hours, at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Global worth Plaza Building, floor 7, for all the shareholders registered with the Central Depository as of 6 August 2019, set as the Reference date for the OGSM, having the following agenda:

    1. Approval of the issuance of a maximum number of 10,000 unsecured, non-convertible and subordinated bonds, denominated in EUR, with nominal value of EUR 500/bond and a total value of maximum EUR 5,000,000, in dematerialized form, with an eight-year maturity (the "Bonds"), at an interest rate (coupon rate) of no more 6.5 %/per annum, payable semiannually, to be placed without drawing up a prospectus through a private placement, respectively through an offer addressed to: (i) qualified investors and (ii) to fewer than 150 natural or legal persons, other than qualified investors, per Member State, in compliance with the legal provisions and regulations regarding Tier II capital requirements, established in compliance with the Romanian legal framework in force (the "Offer")
    1. Approval of the admission to trading of the Bonds on the regulated market operated by the Bucharest Stock Exchange, after successfully closing of the Offer, and approval of the undertaking by the Bank of all required actions and formalities, including preparation of the admission to trading prospectus for the Bonds ("Admission to Trading").
  • 2.1 Approval of admission to the trading of the Bonds on a market administered by the Bucharest Stock Exchange, following the successful conclusion of the Offer, as well as of the Bank's undertaking of all the necessary actions and formalities for this purpose ("Admission to Trading ") and empowerment The Board of Directors of the Bank to decide on which markets managed by the Bucharest Stock Exchange will be admitted to trading the Bonds.
    1. Approval of appointment of Tradeville S.A. financial investments services company, a legal entity established and operating in accordance with the Romanian Law, with its registered office in Bucharest, Calea Vitan no. 6A, block B, Tronson B, floor 3, district 3, registered with Trade Register under no.J40/5868/1996, sole registration code 8694021, as the Offer's Intermediary and the Intermediary of the Admission to Trading procedure.
    1. Approval of the empowerment of the Board of Directors, with the possibility of sub delegation, depending on the case, in order to carry out all the operations and/or procedures for the implementation of the above points 1-3 and to finalize the Offer and the Admission to Trading, in compliance with the terms and conditions approved by the EGMS, to perform the following:
  • a) to issue any decision and to fulfill any necessary legal documents and actions, useful and/or convenient for the performance of the decisions of the EGMS, including, without limitation, the negotiation, establishment and approval of the Bonds' final conditions, respectively the final number of Bonds, issuing price of the Bonds and interest rate of the Bonds, as well as the other final terms and conditions of the Bonds, contractual conditions, interest rates, fees and charges, collaterals, the setting of the date of the initiation of the procedures for the Bonds' issue and the subscription period, as well as the negotiation, approval and signing of any of the contracts with the Offers's Intermediary and potential consultants, and performance of any required acts and legal actions, in compliance with the EGMS decisions; and

  • b) to approve/negotiate any contracts and/or arrangements regarding the Bonds and/or the Offer and /or the Admission to Trading and any other arrangements, including Bonds presentation documents, prospectus for Admission to Trading, any contracts, certificates, statements, registers, notices, addendums and any other required acts and documents, to perform any formalities and to authorize and / or to execute any other actions necessary to give full effect to the issuance of the Bonds and / or the Offer and / or the Admission to Trading (as the case may be) and to empower the Bank's representatives to sign any such documents , to carry out any such formalities and to carry out any such actions;
    1. Approval of 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 OGSM on 13 August 2019 and/or 14 August 2019, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above
    1. According to Article 2, paragraph 2, letter f), l) and Article 176 from ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, approving:
  • 6.1. Date of 3 September 2019 as Record Date for the purpose of identifying the shareholders upon which the resolution of the ordinary meeting of shareholders, in

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro

accordance with the provisions of article 86(1) of Law no. 24/2017 regarding on issuers of financial instruments and market operations

6.2. Date of 2 September 2019 as Ex date, according to the provisions of article. 2 par 2 letter l) of FSA Regulation no. 5/2018 on the issuers of financial instruments and market operations.

The points 21 of the EGSM agenda is introduced, pursuant to art. 1171 para. (1) of Law no. 31/1990 on companies, at the request of the shareholder EEAF Financial Services B.V in the form proposed by it.

Only persons registered as shareholders at the reference date of 6 August 2019 ("Reference Date") in the Bank's shareholders' registry kept with Depozitarul Central S.A. are entitled to participate and vote in the EGSM.

Shareholders' proposals in respect to the general shareholders meeting

One or several shareholders, individually or jointly representing at least 5% of the Bank's share capital (hereinafter referred to as the "Initiators") are entitled:

  • (a) to add new items on the agenda of the OGSM and EGSM, provided that each item is accompanied by a justification or by a draft of resolution proposed to be adopted by the OGSM and EGSM; and
  • (b) to present drafts of resolutions for items included or proposed to be included in the agenda of the OGSM and EGSM.

Initiators' proposals regarding the inclusion of new items on the agenda, as well as the draft resolutions for the items proposed to be included on the agenda of the OGSM/EGSM, accompanied by copy of the valid identification documents of the Initiator (in case of natural persons – identity bulletin/card and in case of legal persons - identity bulletin/card of the legal representative registered in the Bank's shareholders' list issued by Depozitarul Central S.A.), may be transmitted as follows:

  • a) submitted at the registered office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10, by 29 July 2019, until the Bank's closing hour 17:30, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019".
  • b) sent to the registered office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10, through any courier with recorded delivery, so that to be registered to the Bank actual office until 29 July 2019, until the Bank's closing, hour 17:30, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019".
  • c) sent by e-mail having attached an embedded and extended electronic signature, as provided under Law no. 455/2001 on electronic signature, by 29 July 2019, until the Bank's closing hour 17:30, at [email protected], having "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019" in the subject line.

The agenda supplemented with the items proposed by the above mentioned shareholders shall be published in accordance with the requirements of the law and the provisions of the articles of association regarding the convening of the OGSM/EGSM, by 5 August 2019 at the latest.

Questions related to the general shareholders meeting

The Bank's shareholders, regardless of their participation to the share capital, may address questions in writing in relation to the items included in the agenda of the OGSM and EGSM, accompanied by a copy of the valid identification document of the shareholder (in case of natural persons, identity bulletin/card and in case of legal persons, identity bulletin/card of the legal representative registered in the list of Bank's shareholders issued by Depozitarul Central S.A.) to the registered office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, by 6 August 2019, until the Bank's closing hour 17:30, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019".

The shareholders may sent questions to the registered office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, through any courier with recorded delivery,

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro so that to be registered to the Bank registered office by 6 August 2019, until the Bank's closing

hour 17:30, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019".

The shareholders may address such questions also by e-mail having attached an embedded and extended electronic signature, as provided under Law no. 455/2001 on electronic signature, accompanied by a copy of the valid identification document of the shareholder (in case of natural persons, identity bulletin/card and, in case of legal persons, identity bulletin/card of the legal representative registered in the list of Bank's shareholders issued by Depozitarul Central S.A.) by 6 August, until the Bank's closing hour 17:30, at [email protected], having "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019" in the subject line.

The right to ask questions and the Bank's obligation to respond may be made conditional on the protection of the confidentiality and commercial interests of the Bank.

Attending the general shareholders meeting

The access of the shareholders registered in the shareholders registry as at the Reference Date and entitled to attend the GSM is permitted based on simple proof of their identity, made, (i) in case of natural persons, with the identity document or, (ii) in case of legal persons, with the identity document of the legal representative, and (iii) in case of legal person and natural person attending the meeting by means of a representative, with the proxy given to the natural person representing such shareholders, in compliance with the relevant applicable legislation.

Shareholders who, as at the Reference Date, are registered in the shareholders registry of the Bank, kept by Depozitarul Central S.A. may attend the OGSM/EGSM in person or by proxy, each shareholder having the right to appoint another natural or legal person as representative for participating and voting on his behalf in the OGSM/EGSM, in accordance with the provisions of art. 92 alin. (11) - (16) of Law no. 24/2017.

When participating by proxy, shareholders shall appoint representatives by special proxies, prepared in accordance with the sample of special proxy provided to the shareholders by the Bank, both in Romanian and in English, or by a general proxy granted under the conditions presented below.

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro

General and special proxy

The general proxy is valid only if: (i) it is granted for a period not exceeding 3 years, (ii) it expressly enables the representative of the shareholder who granted such proxy to vote on all issues under debate in the general meetings of Bank's shareholders, including acts of disposal and (iii) it is given by the shareholder, acting in capacity of customer, to an intermediary, as defined by art. 2 par. (1) point 20 of Law 24/2017, or to a lawyer. Shareholders of the Bank shall not be represented in the OGSM and EGSM based on a general proxy given to a person who is subject to a conflict of interest that may arise in particular in the following cases:

  • a) is a majority shareholder of Bank, or other entity controlled by such shareholder;
  • b) is a member of an administrative, management or supervisory body of the Bank, of a majority shareholder or of a controlled entity as provided in section a) above;
  • c) is an employee or an auditor of the Bank or of a majority shareholder or of a controlled entity as provided in section a) above;
  • d) is a spouse or relative up to the fourth degree inclusively of one of the natural persons referred to in sections a) to c) above.

The general proxy shall contain at least the following information:

1. the name of the shareholder;

2. name of the representative (to whom the proxy is granted);

3. date of proxy and its period of validity, in compliance with the law; proxies bearing a later date have the effect of revoking previously dated proxies;

4. indication that the shareholder empowers the representative to attend and vote on his behalf by general proxy in the general shareholders meeting for the entire holding of the shareholder at the reference date, expressly specifying the company/companies for which the general proxy is to be used. The validity of general proxy ceases in accordance with par. 2 of article 202 of FSA Regulation no. 5/2018.

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro According to par. (4) of article 200 of FSA Regulation no. 5/2018 a shareholder may appoint a single person to represent him in the OGSM and EGSM. However, if a shareholder holds shares

of the Bank in several securities accounts, this restriction shall not prevent that shareholder to appoint a distinctive representative for shares held in each securities account with respect to a specific general meeting. Nonetheless, the shareholder is forbidden to express different votes in respect of the shares held by him in the share capital of the Bank.

The special proxies shall contain specific voting instructions for each item on the agenda of the OGSM/EGSM and the representative shall have the obligation to vote in accordance with the instructions of the shareholder who appointed him. If there are discussions during OGSM/EGSM, according to the legal provisions, on items not included on the agenda, the representative may cast the ballot regarding these items in accordance with the interest of the represented shareholder.

A special proxy is valid exclusively for the meeting for which it was requested.

Moreover, according to article 200, par. 5 of FSA Regulation no. 5/2018 a shareholder may appoint one or several alternate representatives by special proxy to ensure that shareholder's representation in the OGSM/EGSM in case the representative appointed by special proxy is unable to fulfill its mandate. If several alternate representatives are appointed by proxy, the order in which they are to exercise their mandate shall be set.

In accordance with the provisions of article 92, para (11) of Law no. 24/2017, in case a shareholder is represented by a credit institution that provides custody services, he may vote in OGSM/EGSM based on the voting instructions received by means of electronic communication, without being necessary the drafting of a special or general proxy by the shareholder. The custodian votes in OGSM/EGSM exclusively according to and within the limits of the instructions received by the shareholder clients on the reference date. To this end, the representative of the custodian will provide evidence that the shareholder is the customer of the custodian and that the representative was appointed by the custodian to represent the shareholder in OGSM/EGSM.

In case of the special proxy, an original copy, filled in English or Romanian language and signed by the shareholder, accompanied by a copy of the identity document of that shareholder (in case of natural persons – bulletin/identity card, and respectively for legal persons – bulletin/identity card of the legal representative registered in the list of Bank shareholders issued by Depozitarul Central S.A.), shall be submitted to the Bank's registered office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10, according to article 11.2. of the Constitutive Act - 2 working days before the general meeting - respectively by 8 August 2019, until the Bank's closing

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro

hour 17:30, in sealed envelope, clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019" and the representative shall carry with him an original copy of his special proxy in the OGSM/EGSM.

The special proxy may be sent to the registered office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10, through any courier with recorded delivery, so that to be registered to the Bank registered office, according to article 11.2 of the Constitutive Act – 2 working days before the general meeting - respectively until 8 August 2019, until the Bank's closing hour 17:30, in sealed envelope, clearly inscribed with upper case letters "FOR

THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019"

The special proxy may be sent also by e-mail having an extended electronic signature embedded, according to Law no. 455/2001 regarding electronic signature, accompanied by valid identification documents, within the dead line provided by article. 11.2 of article of association of the Bank, namely by 8 August 2019, until the Bank's closing hour 17:30, to the e-mail address [email protected], with the following text "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019" mentioned in the subject line.

In case of the general proxy, before it is first used, a copy of the general proxy certified under signature by the representative as true copy of the original, accompanied by a copy of the identity document of the shareholder (in case of natural persons – bulletin/identity card, and respectively for legal persons – bulletin/identity card of the legal representative recorded on the list of Bank shareholders issued by Depozitarul Central S.A.) and a written sworn statement of the intermediary or the attorney as set out below, shall be submitted to the Bank's actual office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10, within the dead line provided by article. 11.2 of article of association of the Bank - at least 2 working days before the general meeting, namely by 8 August 2019, until the Bank's closing hour 17:30, in sealed envelope, clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019" and the representative shall carry with him an original copy of the general proxy in the OGSM/EGSM.

The general proxy may be delivered to the registered office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, in sealed envelope, using any form of delivery with acknowledgement of receipt, clearly inscribed and upper case letters "FOR THE GENERAL

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro

MEETING OF SHAREHOLDERS OF 13/14 August 2019", so that its receipt may be recorded by the Bank's registry within the dead line provided by article. 11.2 of article of association of the Bank - at least 2 working days before the general meeting- namely by 8 August 2019, until the Bank's closing hour 17:30.

The general proxy may be sent also by e-mail having an extended electronic signature embedded, according to Law no. 455/2001 regarding electronic signature, accompanied by valid identification documents, within the dead line provided by article. 11.2 of article of association of the Bank, namely by 8 August 2019, until the Bank's closing hour 17:30, to the e-mail address [email protected], with the following text "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019" mentioned in the subject line.

Certified copies of the general proxies shall be kept by the Bank, this being mentioned in the minutes of the OGSM/EGSM.

The person who was given a general or a special proxy may not be substituted by another person unless this right was expressly given by the shareholder in the proxy. In case the proxy is a legal person, it can exercise its mandate through any person who is a member of its management or executive body or through its employees.

Shareholders may appoint and revoke their representative by electronic means of data transmission, the revocation being effective and binding to the Bank if it is received by the Bank until the time limit for submitting/sending proxies.

If the person representing in person the shareholder in the OGSM/EGSM is different from the person who voted by correspondence, then for the former's vote to be valid, the representative shall present the OGSM/EGSM with a written revocation of the vote by correspondence, signed by the shareholder or by the representative who expressed the vote by correspondence. This is not necessary if the shareholder or his legal representative is present at the OGSM/EGSM.

Special provisions regarding the general proxy

The Bank shall accept a general proxy to participate and vote in the OGSM/EGSM given by a shareholder, in capacity of customer, to an intermediary as defined in art. 2 par. (1) pt. 20 of Law no. 24/2017, as amended and supplemented, or to a lawyer, without requesting additional

documents relating to such shareholder, if the general proxy complies with FSA Regulation no. 5/2018, is signed by the relevant shareholder and accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer who received a general proxy, affidavit affirming that:

(i) authorization is granted by such shareholder, in capacity of customer, to his intermediary or, where appropriate, to his lawyer;

(ii) general proxy is signed by the shareholder, including the attachment of extended electronic signature, if necessary.

The affidavit referred to above shall be submitted to the issuer in original, signed and, without further formalities related to its form. The affidavit is submitted to the Bank together with the general proxy, in the terms and conditions set out above.

Vote by correspondence

The Bank's shareholders registered, as at the Reference Date, in the registry of shareholders of the Bank kept by Depozitarul Central S.A. have the opportunity to vote by correspondence using the ballot papers for vote by correspondence made available to shareholders by the Bank, both in Romanian and in English language.

The vote by correspondence may be cast by a representative only if that representative has received from the shareholder whom he represents a special/general proxy, which shall be submitted with the Bank in accordance with the provisions above mentioned.

When voting by correspondence, the ballot paper, filled in Romanian or English language and signed, together with a copy of the identity document of the shareholder (in case of natural persons – bulletin/identity card, and respectively for legal persons – bulletin/identity card of the legal representative, registered in the list of Bank shareholders issued by Depozitarul Central S.A.), can be delivered as follows:

a) delivered to the registered office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, in sealed envelope, clearly inscribed and upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019", by 8 August 2019, until the Bank's closing hour 17:30, at the latest.

  • b) send to the registered office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, using any form of delivery with acknowledgement of receipt, so that its receipt may be recorded by the Bank's registry, in sealed envelope, clearly inscribed and upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019", by 8 August 2019, until the Bank's closing hour 17:30.
  • c) sent via e-mail with embedded extended electronic signature, according to Law no. 455/2001 on electronic signature, by 8 August 2019, until the Bank's closing hour 17:30, to the e-mail address [email protected], with the following text "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 13/14 August 2019" mentioned in the subject line.

Other provisions regarding OGSM and EGSM

In case of shareholders who are legal persons or entities without legal personality, the capacity of legal representative is established based on the list of shareholders valid as at the Reference Date, received from Depozitarul Central S.A. Documents certifying the capacity of legal representative, drafted in any foreign language other than the English language, shall be accompanied by a translation made by a sworn translator into Romanian or English language. The issuer shall not require legalization or apostille for documents certifying the capacity of legal representative of a shareholder.

In all above described cases when a reference is made to a shareholder's representative registered in the list of shareholders issued by Depozitarul Central S.A., if that respective representative is not registered as such in the records of Depozitarul Central S.A., a confirmation of company details issued by the Trade Register, or any other equivalent document, in original or copy certified for conformity with the original, issued by any qualified authority of the state in which the shareholder is legally registered and which certifies the capacity of legal representative, shall be sent for the identification of the representative of the shareholder who is a legal person, and shall not be older than 3 months before the date when the convening notice for the OGSM/EGSM is published.

Any failure to send the special proxies/ballots for correspondence voting by the above mentioned

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro dates is sanctioned by loss of the right to vote by proxy/by correspondence in the OGSM/EGSM.

The special proxies/ballots for correspondence voting which do not contain at least the details enclosed in the sample forms made available by the Bank, shall not be binding to the Bank, and the general proxies which do not contain the minimum information required by legal provisions shall not be binding to the Bank either.

If on 13 August 2019 (date of the first convening of OGSM and EGSM) the legal and statutory requirements of validity for holding the OGSM/EGSM are not met, the respective OGSM/EGSM is convened on 14 August 2019 (date of the second convening) in the same location, at the same time, and having the same agenda.

The documents concerning the points included on the agenda of the OGSM and EGSM, this convening notice, the total number of shares and the voting rights existing at the date of the call, as well as the drafts of the OGSM/EGSM decisions, the special proxies and the ballots for correspondence voting in the OGSM/EGSM shall be made available to the shareholders, in Romanian and in English language, starting with 12 July 2019, at the Bank's actual office, and shall be also made available on the website of the Bank (www.patriabank.ro, About us/Investors/General Meeting of Shareholders section).

As at the date of the updated convener, the registered share capital of the Bank is represented by 3.115.330.575 nominative shares, each share giving the right to one vote, except for a number of 245.490.909 shares for which the voting rights have been suspended by the National Bank of Romania; thus, the total number of voting rights at the date of the convening is of 2.869.839.666 voting rights.

The draft resolutions proposed by shareholders shall be posted on the website of the Bank as soon as possible, after being received by the Bank.

Additional information can be obtained from the email address [email protected] and from the website of the Bank www.patriabank.ro.

President of the Board of Directors

Dragos Horia Manda

PATRIA BANK S.A

Patria Bank S.A. - Șoseaua Pipera, nr. 42, clădirea Globalworth Plaza, et. 7, 8 și 10, București, România, cod poștal 020112 Bancă participantă la Fondul de Garantare a Depozitelor în Sistemul Bancar (FGDB); ORC: 252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32-045/15.07.1999; Capital social (subscris şi vărsat) 311.533.057,50 lei; Cod operator date personale Registrul ANSPDCP: nr. 753. Tel: 0800 410 310 | Fax: +40 372 148 273 | [email protected] | www.patriabank.ro

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