RULES ON THE RESTITUTION OF A QUOTA OF THE BANCPOST S.A. SHAREHOLDERS CONTRIBUTIONS

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1 RULES ON THE RESTITUTION OF A QUOTA OF THE BANCPOST S.A. SHAREHOLDERS CONTRIBUTIONS In the context of reducing Bancpost S.A. share capital by reducing the share nominal value In view that: (a) On July 31, 2017 the extraordinary general assembly of the shareholders of Bancpost S.A., a joint stock company with registered office in B-dul Dimitrie Pompeiu no. 6A, sector 2, Bucharest, registered with the credit institutions register under no. RB-PJR / , registered with the Trade Registry under no. J40/9052/1991 and having unique registration code ("Bancpost" or "the Bank"), approved the reduction of the Bank s share capital by RON 235,773, from RON 1,178,865, to RON 943,092, by reducing the nominal value of each share from RON 0.40 to RON 0.32 ("Reduction of the Share Capital") and the restitution to the Bank s shareholders registered in the Bank s Shareholders Registry on the reference date of RON 0.08 per share ("Restitution Amount") multiplied by the number of shares owned by each of the Bank s shareholders as at the reference date of the share capital reduction, following the Reduction of the Share Capital ("EGAS Resolution on Reduction"); (b) Pursuant to art. 208 par. (1) of the Company Law no. 31/1990, the reduction of the share capital can be made only after two months from the day when such resolution was published in the Official Gazette of Romania, Part IV; (c) The EGAS Resolution on Reduction was published in the Official Gazette of Romania, Part IV, no dated ; (d) During the 30-day legal period between the publication date in the Official Gazette of Romania, i.e , of the EGAS Resolution on Reduction, and , no opposition against the EGAS Resolution on Reduction was filed; (e) The two-calendar-month period stipulated at item (b) above, before starting the Reduction of the Share Capital, expired on ; (f) Bancpost received on the prior approval from the National Bank of Romania for the Reduction of the Share Capital; (g) The restitution of the amounts due to the Bank s shareholders, following the Reduction of the Share Capital, shall be made exclusively in RON; (h) Bancpost s Board of Directors approved the present rules on the restitution of a quota of the contributions of the Bank s shareholders registered in the Bank s Shareholders Registry on the reference date , following the reduction of the Bank s share capital by reducing the nominal value of the shares ("the Rules") pursuant to the Resolution of the Board of Directors no. 1 dated The present Rules shall come into force subsequent to completion of all formalities as requested by the law in order to register the deed amending the Articles of Association of Bancpost, including the

2 registration of the Bank s updated Articles of Association with the Trade Registry Office under the Tribunal of Bucharest. 1. Definitions and interpretation 1.1 Within the present Rules, the terms and phrases below have the following meaning: Entitled Shareholder Owned Shares NBR Board of Directors Reference Date Exercise Date Restitution Right Company Law The individual or legal entity meeting the conditions stipulated in section 2.1. (Entitled Shareholders) below; The number of shares owned by an Entitled Shareholder according to the Bank s Shareholders Registry as at ; The National Bank of Romania; Bancpost s Board of Directors; , i.e. the reference date of the Reduction of the Share Capital, used to identify the Entitled Shareholders who are to receive the Reimbursed Amount; The date when an Entitled Shareholder exercises his/her Restitution Right, as it is defined below; The right of an Entitled Shareholder to be reimbursed an amount equal to the Restitution Amount multiplied by the number of Owned Shares, under the terms of and in compliance with the present Rules; Company Law no. 31/1990, republished, as subsequently amended and supplemented; 1.2 Any stretch of days referred to in the present Rules shall be calculated by not taking into consideration the day when such stretch begins and the day when such stretch ends. Whenever the stretch ends on a non-working day, the next working day is taken into consideration. 2. Restitution Right 2.1 Entitled Shareholders An Entitled Shareholder is any individual or legal entity who is registered with the Shareholders Registry on the Reference Date. If the person registered with the Shareholders Registry on the Reference Date is no longer a shareholder on the Exercise Date as a result of an event that determined the loss of the related capacity to use (e.g.: demise, liquidation in case of legal entities), in order to exercise the Restitution Right the successor of that person ("the Successor") shall have to be registered with the Bank s Shareholders Registry following the transfer of the ownership right over the shares that are the object of the Restitution Right. After the transfer of the ownership right over the shares is performed in the Bank s Shareholders Registry, the Successor shall become an Entitled Shareholder in the meaning of the present Rules. The application for the transfer of the ownership right over the shares in the situation of inherited shares is available on the Bank s web site home page: 2

3 2.2 Reimbursed Amount Any Entitled Shareholder is eligible to be reimbursed by the Bank an amount equal to the Restitution Amount multiplied by the number of the Owned Shares, after the Bank charges and retains the applicable tax, as the case may be, as it is calculated at item 6.1. below ("Reimbursed Amount"). 3. Restitution Right Exercise 3.1 Any Entitled Shareholder can exercise his/her Restitution Right by sending the following documents to the Bank in compliance with items 3.2 and 3.3 below: (a) (b) - Restitution Right Exercise Application, in original, in the form and content presented in Appendix 1 to the present Rules, properly filled in and signed by the Entitled Shareholder or by his/her legal/conventional representative, as the case may be ("Restitution Right Exercise Application"), accompanied by: For individual Entitled Shareholders: i. Photocopy of the Entitled Shareholder s ID, certified as a true copy by the Entitled Shareholder; ii. Notarised power of attorney or power of attorney certified by a lawyer pursuant to art.3 par 1 lett. c) in the Law no 51/1995, or power of attorney having applied other formality similar to the notarization/lawyer certification by a competent authority of the state which the shareholder is a resident of in original, and the photocopy of the representative s ID, certified as a true copy by the representative, if the Restitution Right Exercise Application is filed by the representative; For legal entity Entitled Shareholders: i. Photocopy of the incorporation certificate of such Entitled Shareholder or of an equivalent document, certified as a true copy by the representative of the Entitled Shareholder; ii. An attesting certificate issued by the Trade Registry, or any other equivalent document in original or in a certified copy, issued by a competent authority in the state where the shareholder is legally registered and attesting the capacity as legal representative; such certificate or equivalent document should not be older than 30 days on the date when the Restitution Right Exercise Application is filed; iii. Authenticated power of attorney or power of attorney certified by a lawyer pursuant to art.3 par 1 lett. c) in the Law no 51/1995, in original, if the Restitution Right Exercise Application is not signed by the legal representative; iv. Photocopy of the legal entity representative s ID, certified as a true copy by the representative; v. In the case of non-residents, the tax residency certificate, in original or a certified copy thereof, issued by the competent authority from the residency State, or another document issued by an authority besides the fiscal authority, vested with duties on certifying the residency status as per the national law of the State in question, valid for the year when the payment is made, together with an authorized translation into Romanian language. 3

4 3.2 The documents mentioned in item 3.1 above shall be written in Romanian or in English. The Entitled Shareholder shall send or file them to/with the Bank accompanied by a certified translation into Romanian or English, if any such document is written in any other language besides Romanian or English and subject to the compliance with the provisions under item 3.1. let. b) v) from above, as the case may be. 3.3 If the Entitled Shareholder chooses to send the documents mentioned above in item 3.1 to the Bank by any form of courier (in an envelope, with registered mail), the Restitution Right Exercise Application shall bear the notarisation of the specimen of signature or the certification by a lawyer or other formality attesting the identification of the Entitled Shareholder by a competent authority of the state which the shareholder is a resident of. 3.4 All Entitled Shareholders can choose how they want to be paid the Reimbursed Amount, namely: a) Payment by bank transfer; or b) Payment in cash; Payment by bank transfer If an Entitled Shareholder chooses to exercise his/her Restitution Right by being paid the Reimbursed Amount by bank transfer, the documents mentioned in item 3.1 and item 3.2 above, can be filed personally or by a representative having an authenticated power of attorney/ a power of attorney certified by a lawyer/ a legal or a conventional representative, as the case may be, as follows: (a) filed with any Bancpost territorial unit, on any working day, within the working hours of that Bancpost unit, i.e. between 09:00 17:00; the list of all Bancpost units can be found on the Bank s web site; (b) sent by any form of courier, with registered mail, in the form described in item 3.3 above, so as to be registered as being received at Bancpost s Head Office in B-dul Dimitrie Pompeiu no. 6A, sector 2, postal code , Bucharest, in an envelope, with the following mention clearly written in block letters: "RESTITUTION RIGHT EXERCISE" Payment in cash (c) If an Entitled Shareholder chooses to exercise his/her Restitution Right by being paid the Reimbursed Amount in cash, the documents mentioned in item 3.1 and item 3.2 can be filed personally or by a representative having an authenticated power of attorney/ a power of attorney certified by a lawyer/ a legal or a conventional representative, as the case may be, with a territorial unit, on any working day, within the working hours of that Bancpost unit between 09:00-17:00. The list of all Bancpost units can be found on the Bank s web site; An Entitled Shareholder can withdraw in cash the Reimbursed Amount on the same day, based on the complete documentation, only if such amount does not exceed the maximum ceiling set by the Bank, i.e. RON 20,000. If the Reimbursed Amount exceeds the ceiling set by the Bank for the daily cash payments, i.e. RON 20,000 then the cash payment shall be made when scheduled, in compliance with the Bank s internal regulations. 4

5 4. Payment of the Reimbursed Amount 4.1 Having received the documents referred to in item 3.1., item 3.2. and, if the case, item 3.3. above, the Bank shall pay the Reimbursed Amount to each Entitled Shareholder, after enforcing the tax provisions as stipulated by the law, as the case may be, namely: a) To any Entitled Shareholder who exercises the Restitution Right through the payment of the Reimbursed Amount by bank transfer, the Reimbursed Amount shall be transferred by the Bank within maximum 7 working days from the validation of the documents mentioned in items 3.1, 3.2 and, if the case, 3.3 above, into the RON account specified by that Entitled Shareholder in the Restitution Right Exercise Application; b) To any Entitled Shareholder who exercised the Restitution Right through the payment of the Reimbursed Amount in cash, the filed documents shall be validated by an employee of that Bank unit, and the Reimbursed Amount shall be paid instantly by the Bancpost unit where the Entitled Shareholder filed the documents referred to in item 3.1. and item 3.2. subject to the compliance with the provisions in item above. In the case that, on the Exercise Date, the Entitled Shareholder s identification data in Bancpost Shareholders Registry do not match with those filed in the Restitution Right Exercise Application, including the related appendices, the documents referred to in item 3.1, 3.2 and, if the case, 3.3 above will be taken into consideration for updating the identification data (name/ legal name, domicile/ registered office, identification document/ certificate of incorporation with the Trade Registry Office) in the Bancpost Shareholders Registry, without prejudice to the Restitution Right for the Entitled Shareholder, pursuant to the right granted to this end by the owner as indicated in the Restitution Right Exercise Application and subject to the compliance with the applicable legislation on personal data protection. 5. Period to exercise the Restitution Right Entitled Shareholders can exercise their Restitution Right subsequent to completion of all formalities as requested by the law in order to register the deed amending the Articles of Association of Bancpost, including the registration of the Bank s updated Articles of Association with the Trade Registry Office under the Tribunal of Bucharest, starting , respectively. This right is subject to a general 3-year extinctive prescription term, according to the Civil Code of Romania. The amounts remained unclaimed over this period shall be subsequently registered by the Bank as income. 6. Miscellaneous 6.1 Taxation The taxation of the amounts reimbursed as a result of the share capital reduction shall be made according to the applicable law. In the case of Entitled Shareholders, resident and non-resident private individuals, the Bank shall calculate and bear the applicable tax as per the law, owed, as the case may be, by the Entitled Shareholders. In the case of Entitled Shareholders, nonresident legal entities, based on the valid tax residency certificate submitted by the Entitled Shareholders, the Bank shall withhold the applicable tax, if the case, according to the provisions of the Conventions for the Avoidance of Double Taxation concluded between Romania and the residency States for the Entitled Shareholders. The Bank does not provide tax advisory services for tax issues that may be of relevance to the Entitled Shareholders. Each Entitled Shareholder is recommended to contact his/ her own tax advisors as regards certain tax consequences deriving from exercising the Restitution Right. 5

6 6.2 Banking fees All the sender banking fees related to the transfer of the Reimbursed Amounts, including the fees for the transfer into the Entitled Shareholders accounts, shall be paid by Bancpost; the Entitled Shareholders shall receive the Reimbursed Amounts free from any Bancpost transfer fee. Bancpost cannot be held responsible for any potential fees charged by the Entitled Shareholder s bank when collecting the transferred amount, fees that were previously accepted by the shareholder on starting the business relationship with that bank. 6.3 Communication of the Rules The present Rules are available on the Bank s web site home page: Contact For any additional information, the Bank can be contacted: a) electronically at the address: Actionariat-Shareholders@bancpost.ro; b) by mail at the address: Bancpost S.A. Head Office, Corporate Governance Division, B- dul Dimitrie Pompeiu no. 6A, sector 2, Bucharest, Romania. 6.5 Responsibility The Bank cannot be held responsible for the accuracy of the information delivered by the Entitled Shareholders. The Bank is exonerated from any damage suffered by an Entitled Shareholder resulted from the delivery of erroneous information to the Bank. 6.6 The Appendix to the present Rules is an integral part of them and has the same legal force. The present Rules were approved by Bancpost s Board of Directors by Resolution no. 1 dated

7 Appendix 1 RESTITUTION RIGHT EXERCISE APPLICATION (in compliance with the provisions in Law no. 31/1990) For individuals Undersigned, citizen of, domiciled in, str., no., block, ap., postal code identified by, series, no., personal identification number, contact telephone, address. For represented individuals Undersigned, citizen of, domiciled in, str., no., block, ap., postal code identified by, series, no., personal identification number, contact telephone, address, through Proxy, by Power of Attorney no. dated. For legal entities Underwritten, an entity incorporated and operating under the laws of, with registered office in, str., no., block, ap., postal code, contact telephone, registered in, under no., fiscal code, represented by, in the capacity as, identified by, series, no., personal identification number, contact telephone, address. In my capacity as shareholder/ successor of a shareholder of Bancpost S.A., a joint stock company with registered office in B-dul Dimitrie Pompeiu no. 6A, sector 2, Bucharest, registered with the credit institutions register under no. RB-PJR / , registered with the Trade Registry under no. J40/9052/1991 and having unique registration code ("Bancpost" or "the Bank") as at the reference date of the Reduction of the Share Capital 1. Request the restitution of the quota of my contribution to Bancpost s share capital that I am entitled to, following the Resolution of the Extraordinary General Assembly of Bancpost SA Shareholders no. 2 dated , whereby it was approved the reduction of Bancpost s share capital by RON 235,773, from RON 1,178,865, to RON 943,092, by reducing the nominal value of each share from RON 0.40 to RON 0.32 ("Reduction of the Share Capital") and the restitution to the Bank s shareholders registered with the Bank s

8 Shareholders Registry on the reference date, i.e of RON 0.08 per share ("Restitution Amount") multiplied by the number of shares owned by each of the Bank s shareholders as at the reference date of the share capital reduction ("EGAS Resolution on Reduction"), in compliance with the Rules on the restitution of a quota of the Bank shareholders contributions following the Reduction of the Bank s Share Capital by reducing the share nominal value, as they were approved by Bancpost s Board of Directors ("the Rules"). 2. Bancpost reimburses the Reimbursed Amount to the Bank s shareholders registered on the reference date of the Reduction of the Share Capital, as it is defined in item 2.2. of the Rules and within the limits stipulated in item 2.2. of the Rules, in compliance with the provisions in art. 207 par. (1) letter b, par. (2) letter b and art. 208 of the Company Law no. 31/1990, with the provisions of the EGAS Resolution on Reduction and in compliance with the Rules. 3. Furthermore, I declare by this application, on my own responsibility and being aware of the criminal sanctions for false statements, that: (i) (ii) I acknowledge, understand and agree unconditionally with the terms and conditions stipulated in the Rules, these being opposable to me and generating legal effects with regard to myself, including but without limitation the calculation of the amount to be reimbursed to me; I meet all the requirements stipulated in the Rules regarding the exercise of the Restitution Right, as it is defined in item 1.1 of the Rules, including but without limitation the condition of being in the capacity as Entitled Shareholder, as it is defined in item 2.1 of the Rules and within the limits stipulated in item 2.1. of the Rules; (iii) I am, or my predecessor 1 was, the exclusive owner of the shares for which I exercise the Restitution Right, on the reference date of the Reduction of the Share Capital, i.e. on ("Owned Shares"), and the shares are free of any burden; (iv) Except for my right to require the payment of the Reimbursed Amount, I waive any other claims regarding or in connection with the Rules or their implementation. 4. I declare I was informed that I can choose how to be paid the Reimbursed Amount, respectively by Payment in cash or by Payment by bank transfer, and I request that the payment shall be made as follows 2 : Payment by bank transfer: I declare I am the holder of the RON bank account below and I request the Bank to transfer the Reimbursed Amount into the following bank account that I hold: 1 When the Restitution Right is exercised by the Succesor. 2 Shareholders must tick the appropriate box according to their option. If (i) none of the boxes is marked, or (ii) both boxes are marked, then the present "RESTITUTION RIGHT EXERCISE APPLICATION" shall be invalidated and no restitution shall be made based on it. 2

9 IBAN Bank* Swift code Note*): In the case of a transfer in RON to an account opened with a bank abroad, the corresponding bank (banking institution) in RON of the shareholder s bank must be also mentioned. Payment in cash. 5. Hereby I assume the responsibility that all the data I supply to the Bank in this application are accurate and complete on the application date. In the case that, on the Exercise Date, the identification data (name/ legal name, domicile/ registered office, identification document/ certificate of incorporation with the Trade Registry Office) in Bancpost Shareholders Registry do not match with those filed in the present application, I request the update thereof ex officio by the Bank. 6. I declare I am responsible for the authenticity and accuracy of all the information in the present application and that the Bank is exonerated from any damage suffered by the undersigned following the supply of erroneous information to the Bank. 7. The present application is completed with the provisions of the Rules. I annex the following documents to the present application: No. Document type Original/Photocopy Number of pages (signature) Surname, Name (capital letters) Name (capital letters) Date: Proxy (by Power of Attorney) (signature) Surname, Name (capital letters) Name (capital letters) Date: 3

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