CALL OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF THE SHAREHOLDERS OF BANCA ROMANEASCA S.A. Member of the National Bank of Greece Group

According to the provisions of art. no. 111, 113 and 117 of Law no. 31/1990 regarding trading companies, as subsequently amended and completed and of art. no. 10 of Banca Romaneasca Articles of Associations,

THE BOARD OF DIRECTORS OF BANCA ROMANEASCA S.A. Member of the National Bank of Greece Group CALLS

the bank's shareholders to attend the Ordinary General Meeting, on May 9, 2012, at 11:00 and the Extraordinary General Meeting at 12:00, on the same day, the agendas of these meetings being the following:


AGENDA OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

1. Approval of the individual annual financial statements of the Bank as at December 31, 2011 (drafted according to the Romanian Accounting Standards) and of the consolidated and individual annual financial statements of the Bank as at December 31, 2011 (drafted according to the International Financial Reporting Standards), together with the Board of Directors' Reports and Auditor's Reports.

2. Discharge the members of the Board of Directors of their duties carried out during 2011.

3. Approval of the Program of activity, Budget and Capital Expenditure Plan for 2012.

4. Establishing the remuneration of the Board of Directors members for the current financial year.

5. Changes of the membership and structure of the Bank's Board of Directors. The list with information regarding the name, place and professional qualification of the persons proposed for the position of director is available to the shareholders, being possible to be seen and filled in by them.

6. Appointment of the financial auditor and setting up of the minimum period of the financial audit agreement.



AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

1. Memo regarding the ratification of the operations approved by the Board of Directors as per its decision no. 1 dated October 12, 2011.



The General Meetings of Shareholders will take place at the Eurotower Building, 6th floor, located in 11 Dinu Vintila Street, Sector 2, Bucharest.

The shareholders who have the right to attend the General Meetings are those existing in the Bank's Shareholder Register as at April 17, 2012.

Should the quorum not be met at the first call, the Ordinary and Extraordinary General Meetings of the Shareholders will take place in the same place, at the same time and with the same agendas, on the next day.

The shareholders, legal entities, may be represented in the General Meetings of Shareholders by their legal representatives who, in their turn, may empower other persons to represent them.

The individual shareholders who cannot participate in the General Meetings may participate by representation by means of a valid Power-of-Attorney given especially for these general meetings.

The individual shareholders and the representatives of the legal entities will have to present a valid ID. The powers-of-attorney (in original) have to be sent to the Head Office of Banca Romaneasca SA Member of the NBG Group - General Secretariat Division, at least 48 hours before the meeting date.

The documentation regarding the issues on the agendas, as well as the forms for special power-of-attorney, will be possible to be consulted and/or obtained at the Head Office of Banca Romaneasca SA - General Secretariat Division - in Bucharest, 11, Dinu Vintila Street, sector 2, as well as on our internet site by accessing www.banca-romaneasca.ro, starting with the date of call publishing.

Any further information may be obtained at the Head Office of Banca Romaneasca S.A. Member of the NBG Group - General Secretariat Division, or by calling 0040-21-305.90.23 or 305.91.54, between 8.30 and 17.00.


Agis Leopoulos,
Chairman of the Board of Directors