This Code of Ethics [Code] sets out the moral principles and values, as well as the relevant rules of Banca Romaneasca - member of NBG Group [the Bank], underlying the regulatory framework of the BANK Management body and staff conduct and observes the NBG Group [the Group] Code of Ethics principles as well.

The responsibility of acting in accordance with high ethical standards is not a temporary goal of the Bank, but a process that requires vigilance and active contribution.

For this purpose, the Code serves as a reference frame for the entire personnel of the Bank while performing their duties and contributing to the achievement of the Bank and Group business goals.

I. IMPLEMENTATION OF THE CODE LIES WITH EACH AND EVERY EMPLOYEE OF THE BANK

The principles and rules of this Code are aimed at consistently upgrading the level of customer service delivered by the Bank personnel, whose duty is not merely to adhere to the principles and rules mentioned in this Code but also to strictly implement the Labor Law, the internal regulations of the Bank, as well as the NBG Group regulations, transposed in the internal regulatory framework.
This Code, which was approved by the Board of Directors [BOD], addresses to all BOD members, the Senior Managers (General Manager and Deputy General Managers) and the employees of the Bank.
The heads of the Bank's units, irrespective the level of responsibility, must ensure that the requirements of the Code are understood and that the principles and values set out in this document are properly observed and implemented


II. KEY VALUES AND ETHICAL PRINCIPLES OF THE BANK

The Bank acts in line with the following values and principles of ethics:

1. Integrity and honesty

The Bank has expressed its commitment to observe integrity and high ethical standards in all operations. Integrity lies at the core of every professional relationship and for this reason employees' conduct should be impeccable in every way. For this purpose, the personnel shall abide by the legal provisions and internal regulations in force and act with honesty and high-standard moral integrity.

2. Respect and sincerity for the Bank's customers

The Bank follows business practices that are governed by high ethical standards and which ensure that relationships with the customers are governed by respect, sincerity, reliability, honesty, consistency, equal treatment, objectivity and impartiality. Trust, the advancement of customers' interests and satisfaction of their needs are key targets of every activity and action on Bank's part.

3. Top quality personnel and top quality services

The development of high caliber personnel and provision of top quality products and services to the customers represents a priority for the Bank.

The creation of a competitive offer of products and services, in line with the market conditions at any given time, aims primarily at satisfying customers and building a relationship of trust and cooperation.

The Bank provides for the proper training of personnel and the existence of the appropriate technological infrastructure to ensure the continuous enhancement of quality customer service.

4. Team spirit

Across the entire Bank's spectrum of operations it is evident that better results can be achieved by working in teams than by working individually. Without restricting the independence of employees and by defining roles and responsibilities, the Bank fosters team spirit in its business activities and seeks to exchange views and knowledge as well as to use different perspectives for achieving the same goal.

5. Acting proactively, the Bank keeps ahead of developments

Through experience and team spirit the Bank endeavors to keep ahead of developments in the business area prudently and consistently. The new ideas proposed by the Bank's personnel, backed by substantiation, are reviewed and assessed by the specialized organizational structures in order to reap benefits of them.

6. Transparency in the relationships

The Bank's relationships with all transacting parties are governed by transparency, as part of Bank's efforts to provide accurate, fair, timely, regular, reliable and accessible information relating to issues of concern.

7. Corporate Commitment

The Bank is committed to achieving the results with positive impact on all stakeholders: shareholders, customers, employees and society in general.

8. High level of Corporate Governance and Compliance

The Bank operates within an effective corporate governance framework through the establishment of a single system of entitlements, procedures and controls, in line with the provisions of Romanian, European and International legal and regulatory framework, as well as international best practices, while seeking to protect the interests of all stakeholders in corporate governance.

9. Corporate Social Responsibility

The Bank aspires to abide by a high level of social responsibility, adhering to and promoting human values as well as social, intellectual and cultural values of the country where the Bank is active. The Bank ensures that its social action is always in line with the interests of its shareholders.

With respect to the environmental impact of business activities of the Bank, the main concern is upgrading urban environmental landscape, through harmonious integration of its premises into the built environment, implementing appropriate technologies and disaster prevention measures, while actively promoting recycling and performing its business activity in premises with low energy consumption and minimum environmental impact.

ΙΙΙ. VALUE & RESPECT FOR CUSTOMERS

The Bank's principal concern is to respect and protect the relationship with its customers.

  • Bank's priority: to serve its customers

The Bank's activities are customer-focused and ensure that all customers are treated equally and that their interests are equally protected. Services are offered to all transacting parties in an equally complete, careful and proper manner.

The personnel - customers relationship is driven by transparency, honesty, confidentiality and mutual trust.

Within this context, the Bank provides for the development and provision of services and products on the basis of common characteristics that define customer groups and thereby averts any kind of discriminatory treatment of customers.

  • Observing confidentiality and banking secrecy

The Bank takes every measure to ensure confidentiality of information, commits to protecting confidential information regarding customers and transacting parties and to using such only for the purpose they are initially provided.

Accordingly, the Bank has introduced procedures and implemented systems which enable the controlled flow of information so that information is disclosed only to the competent individuals and only/ insofar as is deemed necessary within the context of exercising their duties.

  • Protection of Personal Data of the Bank personnel, customers and shareholders

The Bank recognizes and attaches particular importance to the obligation of the Bank to comply with applicable legislation on the protection of individuals from processing of personal data, and has adopted internal policies for this purpose.

Specifically, the personal data information:

  • Is collected in an ethical and lawful manner,
  • Is collected for specific, explicit and legal purposes,
  • Is kept securely and only for the time period provided for the fulfilment of the purposes of collection and processing.
  • Advertising

Within the context of open and transparent communication with its customers, the Bank ensures that all advertisements are in line with the applicable legal provisions, are decent in terms of prevailing moral attitudes, true, clear, and without exaggeration.

The main purpose of the Bank's advertising campaign is to provide objective information regarding its services and products.

  • Management of customer complaints

The Bank's endeavor is to effectively manage the issues identified following the customer complaints, to enhance the products and services the Bank offers and achieve out-of-court settlement of any disputes.

  • Adherence to the provisions regarding the combating of money laundering and terrorist financing (AML/CFT)

The Bank takes all the necessary measures and works together with other organizations and state authorities in order to combat money laundering and terrorism or the financing of such activities.


ΙV. TRUST IN THE PERSONNEL OF THE BANK

One of the key priorities of the Bank is to develop and retain high quality personnel.

  • The Bank constantly aims at ensuring equal treatment of all its personnel

In this regard, the Bank:

- Implements employees' performance evaluation, promotion and remuneration systems on a merit basis,
- Provides pleasant and safe working conditions, respecting the balance between work and personal life, and ensures equal opportunities to employees,
- Believes in the constant improvement of its personnel skills and holds training and educational programs for the personnel professional development.
The protection of human dignity is fundamental and, as a result, the Bank constantly seeks to develop a harmonious working environment.

  • The Bank aims to maintain a high standard of professional conduct of its personnel

For both men and women, a decent look is mandatory, appropriate for the circumstances, during working hours, inside or outside the Bank, during business meetings with the customers, on business travels or when the Bank is represented at an official event.

  • Team spirit and respect for colleagues

Cooperation among the personnel members of the Bank shall be based on fairness, professionalism and irreproachable moral conduct.

  • The Bank rejects any act of bribery

The Bank takes every measure to prevent and deter actions related to bribery, ensuring:
- The adoption of clear-cut principles and rules for the prevention of bribery,
- The raise of the awareness of the Bank's staff in order to enable the staff to recognize and deter or prevent actions related to bribery,
- The encouragement of reporting suspicions by creating internal communication channels to ensure the protection of individuals and confidentiality,
- The prompt adoption of measures against individuals involved in bribery, considering that the Bank shows zero tolerance to corruption.

  • The Bank takes the appropriate measures to Prevent Conflict of Interest

The Bank places emphasis and takes the appropriate measure to handle cases that may cause or lead to conflict of interest within the context of the services offered.

  • Develops policies and procedures for the detection and handling of this type of situations;
  • Adopts rules governed by transparency and based on objective criteria;
  • Implements mechanisms and control systems for the prevention and management of any losses;
  • Discloses to the customer in a clear manner the general nature of conflict of interests and its causes, before undertaking the provision of services.
  • The Bank is committed to preventing the exploitation of inside information

The Bank protects all the internal or confidential information within the context of its responsibilities.

  • Communication rules

All personnel of the Bank contribute to sound business communication inside and outside the Bank. Only authorized staff of the Bank may contact media representatives, authorize or send letters or other similar announcements for publication to the media on behalf or in the name of the Bank.

  • Personnel participation in activities outside the Bank

The personnel may carry out activities outside the Bank, provided they should not impair the activity and their status as Bank personnel.

The Bank personnel may financially contribute and participate in the activity of civil organizations (humanitarian associations, sports associations, religious, cultural, scientific associations etc.) after working hours.


V. THIRD PARTIES

  • The Bank fosters transparent and regulatory acceptable business relationships

As part of its corporate culture/ practice, the Bank respects the rights, and protects and ensures equal treatment of all the institutions cooperating with the Bank.

The Bank's business relationships are founded on key criteria such as reliability, integrity, honesty, impartiality, high quality of products and services, price policies, consistency and prudence in the management of a business.

  • Relationship between the Bank and authorities

The relationship between the Bank and authorities is based on cooperation with them, so that to ensure the development of a credible, solid financial system, based on professionalism and efficiency, observing the legal provisions and internal regulations issued for this purpose.

  • Relationship between the Bank and other credit institutions

Credit institutions and their employees must perform their activity in good faith, according to honest practices, observing the interests of all credit institutions and the requirements of a loyal competition, a responsible and fair publicity, legality and agreements, professional solidarity and mutual respect.


VΙ. CORPORATE GOVERNANCE

  • The Bank adopted an effective Corporate Governance environment

The Bank has introduced a Corporate Governance Framework, (related information can be viewed on the Bank's website (www.banca-romaneasca.ro), which defines the key principles that are applied to ensure an adequate supervisory and management framework, corresponding to the structure, activity and related risks of the Bank and taking into consideration the nature, dimension and complexity of the risks the Group and its subsidiaries are exposed to.

The Bank complies with and implements current legislative and regulatory provisions, at a national and international level.

  • The Bank implemented an effective Internal Control System (ICS)

The Bank's Internal Control System comprises a cluster of appropriate, sufficient and effective control mechanisms and procedures which serve to ensure adherence to internal procedures and obligations deriving from the applicable legislative and regulatory framework as well as the consistent implementation of business policy.


VII. CONTRIBUTION TO SOCIETY - RESPECT FOR THE ENVIRONMENT

As part of the NBG Group, the Bank aligns to the Corporate Social Responsibility framework setting out the following values:

Respect for human rights: Full compliance with the decisions that prohibit transactions with countries, businesses or individuals that aid and abet violence and terrorism.

Respect for the environment: The adoption and implementation of specific environment-related policies constitute an integral part of responsible corporate behavior.

Contributing to society: The NBG Group supports efforts to deal with international problems related to social and economic growth and contributes to the social cohesion and growth of countries where it is active.

Contribution to the arts, culture and education: Through the enhancement and promotion of cultural values and actions in the field of art and education of every country where the Group is active.

Independence: The Bank's Corporate Social Action is independent of individual customer, shareholder or third-party interests, subsidies or any kind of direct/ indirect support for political organizations and parties, while any related financing should be in line with the applicable legislative and regulatory framework.

The Bank is very sensitive as regard the issues of corporate social responsibility, provides assistance for social problems submitted to its attention, as well as support for humanitarian initiatives and for the work of some social welfare institutions and organizations.


VII
Ι. IMPLEMENTATION

  • The Bank personnel implements every principle of the Code

Every personnel member of the Bank acknowledges and duly observes the Code of Ethics. All personnel, regardless of grade and/or position or form of service provided, undertake the responsibility to prevent actions which may not be in line with the Bank's commitments within the context of the Code.