RESOLUTION no. 1

The Ordinary General Meeting of the Shareholders of S.C. BANCA ROMÂNEASCA S.A Member of the National Bank of Greece Group, headquartered in Bucharest, 11 Dinu Vintila Str., floors 4, 5, 6 and 7, District 2, registered with the Trade Registry under no. J40/29196/1992, unique registration number 4829576, fiscal attribute RO, in its meeting of May 9, 2012, upon first call, in the presence of the shareholders representing 99.28% out of the total 374,324,110 shares issued by the Bank, the meeting being legally and statutory held under the provisions of the Articles of Association of Banca Romaneasca SA Member of the National Bank of Greece Group and of the applicable legal provisions, after debating items 1 and 2 on the Agenda, namely "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" and "Discharge the members of the Board of Directors of their duties carried out during 2011", with the majority required by law and by the Articles of Association,

DECIDES:

Art. 1. To approve the individual statutory financial statements of the bank as at the end of 2011, individually drafted according to the National Bank of Romania Order no. 13/2008 and to the Accounting law no. 82/1991, namely: Balance Sheet, Profit and Loss Account, Cash Flow Statement, Statement of Changes in the Shareholders Equity and Notes to the Financial Statements, based on the Board of Directors' Report and Auditor's Report, as presented.
Art. 2. To approve the consolidated and individual financial statements of the bank as at the end of 2011, drafted according to the International Financial Reporting Standards as adopted by the European Union, namely: consolidated and individual Income Statement, consolidated and individual Statement of Comprehensive Income, consolidated and individual Financial Position, consolidated and individual Statement of Cash Flows, consolidated and individual Statement of Changes in Shareholders' Equity and Notes to the Financial Statements, based on the Board of Directors' Report and Auditor's Report, as presented.
Art. 3. To approve the fulfilment of the Budget for 2011.
Art. 4. To approve the discharge of the Board of Directors' members of their duties carried out during 2011.


Resolution no. 2

The Ordinary General Meeting of the Shareholders of S.C. BANCA ROMÂNEASCA S.A Member of the National Bank of Greece Group, headquartered in Bucharest, 11 Dinu Vintila Str., floors 4, 5, 6 and 7, District 2, registered with the Trade Registry under no. J40/29196/1992, unique registration number 4829576, fiscal attribute RO, in its meeting of May 9, 2012, upon first call, in the presence of the shareholders representing 99.28% out of the total 374,324,110 shares issued by the Bank, the meeting being legally and statutory held under the provisions of the Articles of Association of Banca Romaneasca SA Member of the National Bank of Greece Group and of the applicable legal provisions, after debating item 3 on the Agenda, namely "Approval of the Program of activity, Budget and Capital Expenditure Plan for 2012", unanimously,

DECIDES

Art. 1. To approve the Budget for 2012, as presented.
Art. 2. To approve the Program of activity for 2012.
Art. 3. To empower the Board of Directors to approve the possible deviations regarding the Budget and the Capital Expenditure Plan for 2012 necessary for the implementation of the proposed activity program and of the business plan set forth by the Board of Directors for the current year.


Resolution no. 3

The Ordinary General Meeting of the Shareholders of S.C. BANCA ROMÂNEASCA S.A Member of the National Bank of Greece Group, headquartered in Bucharest, 11 Dinu Vintila Str., floors 4, 5, 6 and 7, District 2, registered with the Trade Registry under no. J40/29196/1992, unique registration number 4829576, fiscal attribute RO, in its meeting of May 9, 2012, upon first call, in the presence of the shareholders representing 99.28% out of the total 374,324,110 shares issued by the Bank, the meeting being legally and statutory held under the provisions of the Articles of Association of Banca Romaneasca SA Member of the National Bank of Greece Group and of the applicable legal provisions, after debating item 4 on the Agenda, namely "Establishing the remuneration of the Board of Directors members for the current financial year", with the majority required by law and by the Articles of Association,

DECIDES

Art. 1. To approve the monthly net remuneration of EUR 500 for the directors during the current financial year.
Art. 2. The remuneration of the directors shall be paid monthly in EUR or RON equivalent of the above mentioned amount in EUR at the exchange rate of the National Bank of Romania valid in the payment day. The Board members who are entitled to receive remuneration are those who are not representatives of the National Bank of Greece and Bank's Senior Managers.


Resolution no. 4

The Ordinary General Meeting of the Shareholders of S.C. BANCA ROMÂNEASCA S.A Member of the National Bank of Greece Group, headquartered in Bucharest, 11 Dinu Vintila Str., floors 4, 5, 6 and 7, District 2, registered with the Trade Registry under no. J40/29196/1992, unique registration number 4829576, fiscal attribute RO, in its meeting of May 9, 2012, upon first call, in the presence of the shareholders representing 99.28% out of the total 374,324,110 shares issued by the Bank, the meeting being legally and statutory held under the provisions of the Articles of Association of Banca Romaneasca SA Member of the National Bank of Greece Group and of the applicable legal provisions, after debating item 5 on the Agenda, namely "Changes of the membership and structure of the Bank's Board of Directors" and having in view the withdrawal of Mr. Dimitrios Frangetis's agreement to be elected as member of the Board of Directors because of the change of his position held previously and of the taking on other responsibilities within the National Bank of Greece, unanimously

DECIDES:

Art. 1. To approve the re-election of Mr. Petru Rares and Mr. Ion Stancu as members of the Board of Directors for a new 4-year mandate.
Art. 2. The Ordinary General Meeting of the Shareholders is informed and takes note of the resignation of Mrs. Crina Cosma from the position of member of the Board of Directors of Banca Româneasca S.A. Member of the National Bank of Greece.
Art. 3. To approve the new structure of the Board of Directors of Banca Romaneasca S.A. Member of the National Bank of Greece Group, composed of 9 directors, its membership being the following:

1) Agis Leopoulos - Chairman

2) Marinis Stratopoulos - Deputy Chairman

3) Vacancy - Deputy Chairman

4) Traian Halalai - Member

5) Panagiotis Karandreas - Member

6) Petru Rares - Member

7) Ion Stancu - Member

8) Nicolaos Argyris Stamboulias Stamboulis - Member

9) Vacancy - Member

Art. 4. The Bank's Senior Managers are entitled to sign the relevant updated Appendix of the Bank's Articles of Association, as well as all documents necessary for the registration at the Trade Registry of the new structure of the Bank's Board of Directors.


Resolution no. 5

The Ordinary General Meeting of the Shareholders of S.C. BANCA ROMÂNEASCA S.A Member of the National Bank of Greece Group, headquartered in Bucharest, 11 Dinu Vintila Str., floors 4, 5, 6 and 7, District 2, registered with the Trade Registry under no. J40/29196/1992, unique registration number 4829576, fiscal attribute RO, in its meeting of May 9, 2012, upon first call, in the presence of the shareholders representing 99.28% out of the total 374,324,110 shares issued by the Bank, the meeting being legally and statutory held under the provisions of the Articles of Association of Banca Romaneasca SA Member of the National Bank of Greece Group and of the applicable legal provisions, after debating item 6 on the Agenda, namely "Appointment of the financial auditor and setting up of the minimum period of the financial audit agreement", unanimously,

DECIDES:

Art. 1. To approve the appointment of Deloitte Audit SRL as financial auditor of Banca Romaneasca S.A. Member of the National Bank of Greece Group and the conclusion of the related agreement for minimum 1 year being possible to automatically extend it for one year unless the Board of Directors intends to propose its termination or the auditor expresses its termination intention.
Art. 2. The Bank's Managers are empowered to negotiate and sign the service provision agreement concluded between Banca Romaneasca S.A. Member of the National Bank of Greece Group and Deloitte Audit SRL.

Deputy Chairman of the Board of Directors and General Manager,
Marinis STRATOPOULOS

Secretary,
Valeriu VIERITA