Patria Bank : Convening notice OGSM 25-26.04.2024

CONVENING NOTICE

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 8 and 10, postal code 020112 with a subscribed and paid up share capital of RON 327.881.437,60 and the registered number in the Banking Register PJR- 32-045/15.07.1999 (the "Bank" or "Patria Bank"), in accordance with the provisions of article 111 and article 117 of Companies Law 31/1990, Law no. 24/2017 regarding on issuers of financial instruments and market operations ("Law 24/2017"), FSA Regulation no. 5/2018 on issuers of financial instruments and market operations ("FSA Regulation no. 5/2018"), and of article 9 of the Bank's Articles of Association,

Convenes:

THE ORDINARY GENERAL SHAREHOLDERS MEETING ("OGSM")

on April 25, 2024, 10:00 hours, at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Globalworth Plaza Building, floor 10, for all the shareholders registered with the Depozitarul Central SA as of April 16, 2024, set as the Reference date for the OGSM, having the following agenda:

1. Election of the secretary of the meeting, with the following proposals: Mrs. Daniela Arcadia Hinescu, shareholder in Patria Bank S.A. and in her absence, Mr. Georgian Eugen Constantin shareholder in Patria Bank S.A..
2. Approval of individual and consolidated annual financial statements as of 31.12.2023, prepared in accordance with the International Financial Reporting Standards, accompanied by the Annual Reports of the Board of Directors and the Report of the financial auditor.

1

Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

1. Approval of the proposal for the distribution of the net profit realised in 2023, in the amount of LEI 23.153.732,69, as follows: the allocation of the amount of LEI 1.507.189,54 for legal reserves and LEI 21.646.543,15 in retained earnings.
2. Approval of the discharge of the Bank's Directors for the financial year 2023.
3. Approval of the Incomes and Expenditures Budget for 2024 and the Activity Programme for the financial year 2024.
4. Approval of the individual remuneration due to the members of the Board of Directors for the financial year 2024.
5. Approval of the remuneration report for the financiar year 2023.
6. Approval of the Remuneration Policy for Management April 2024 edition.
7. Renewal of the mandate of Mrs. Iliescu Daniela Elena as Director for a period of 4 years starting from 27.04.2024.
8. Renewal of the mandate of Mr Manda Dragoș-Horia as Director for a period of 4 years starting from 27.04.2024.
9. Renewal of the mandate of Mr Merfea Bogdan as Director for a period of 4 years starting from 27.04.2024.
10. Approval of empowering any of the members of the Management Committee to carry out the legal formalities required to fulfil the conditions for the publicity of the resolutions adopted by the OGSM on April 25, 2024 or April 26, 2024, as well as granting them the right to appoint another person to carry out the aforementioned formalities.
11. In accordance 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,the approval of:
12. 1. Date of May 16, 2024 as Record Date for identification of the shareholders whom the effects of the resolution of the OGSM will be passed, in accordance with the provisions of article 87(1) of Law No. 24/2017 regarding on issuers of financial instruments and market operations.
    2. Date of May 15, 2024 as Ex date

Only persons who are registered as shareholders on the reference date of April 16, 2024 ("Reference Date") in the register of shareholders of the Bank kept by the Depozitarul Central S.A. are entitled to participate and vote in the OGSM.

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Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

Shareholders' proposals in respect to the general shareholders meeting

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

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

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, 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:

1. submitted at the registered office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, by April 09, 2024, 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 APRIL 25/26, 2024".
2. sent 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, so that to be registered to the Bank registered office until April 09, 2024, 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 APRIL 25/26, 2024".
3. sent by e-mail having attached an qualified electronic signature, as per Regulation (EU) no. 910/2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC ("eIDAS"), by April 09, 2024, until the
   Bank's closing hour 17:30, at [e-mail], having "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024" in the subject line.

The agenda completed with the items proposed by the above-mentioned shareholders will be published in compliance with the requirements provided by law and by the articles of association for the convening of the OGSM, no later than April 12, 2024.

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Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

Proposals for candidates for the Directors' positions

The shareholders of the Bank, regardless of their participation in the share capital, as well as the current members of the Board of Directors of the Bank may submit proposals for candidates for appointment as member of the Board of Directors, containing information on names, place of residence and professional qualification of the persons proposed for the position of member of the Board of Directors accompanied by (i) a copy of the valid identity document of the shareholder / current member of the Board of Directors of the Bank (in case of natural persons, bulletin/identity card, respectively in case of legal entities, bulletin/identity card of the legal representative registered in the list of shareholders of the Bank issued by the Depozitarul Central), (ii) curriculum vitae of the proposed person and (iii) statement on the candidate's own responsibility showing that the person concerned is not in any of the situations of incompatibility provided by the applicable normative framework or that he / she understands to waive any situation of incompatibility in order to be approved and that he / she accepts the mandate in the event that he / she is elected. Nominations of candidates together with the above-mentioned documents may be submitted as follows:

1. delivered to the Bank's registered office in Bucharest, Sector 2, Pipera Road, No. 42, Globalworth Plaza building, 10th floor, by April 15, 2024, 17:30 hours, the Bank's closing time, in a sealed envelope, clearly marked in capital letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024".
2. sent to the Bank's registered office in Bucharest, Sector 2, 42, Pipera Road, Globalworth Plaza building, 10th floor, by any form of courier with acknowledgement of receipt, so as to be registered as received at the Bank's registry, by April 15, 2024, 17:30 hours, the Bank's closing time, in a sealed envelope, clearly marked in capital letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024".
3. sent via e-mail with qualified electronic signature, in accordance with eIDAS, to [e-mail], mentioning in the subject line "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024", by April 15, 2024, 17:30 hours, the Bank's closing time.

The list containing information about the names, domicile and professional qualification of the persons proposed for election to the Board of Directors will be available for consultation and

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Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

completion by shareholders on the Bank's website (https://www.patriabank.ro) and at the Bank's registered office.

The complete list of proposed candidates for the position of member of the Board of Directors, together with the curriculum vitae of the proposed candidates and a note on the fulfillment by the candidates of the eligibility criteria for the position of member of the Board of Directors will be published on the website of the Bank (https://www.patriabank.ro) at least 11 calendar days prior to the OGMS date.

The evaluation criteria for assessing the suitability of the candidates proposed for the exercise of the mandate of director are: dedication of sufficient time (have the capacity to allocate sufficient time and effort to effectively perform their duties, including understanding the Bank's activity, its main risks and implications of the activity, as well as the business and risk management strategy), criteria for adequate knowledge, skills and experience (candidates must have sufficient experience to enable them to constructively challenge management decisions and effectively supervise the Bank's activity), general criteria relating to reputation, honesty, integrity and independent thinking.

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, 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 April 19, 2024, 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 APRIL 25/26, 2024".

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, so that to be registered to the Bank registered office by April 19, 2024, 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 APRIL 25/26, 2024".

5

Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

The shareholders may address such questions also by e-mail with qualified electronic signature, as per eIDAS, 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 April 19, 2024, until the Bank's closing hour 17:30, at [e-mail], having "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024" 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 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 General Shareholders Meeting 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 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, in accordance with the provisions of art. 105 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.

General and special proxy

The general proxy is valid only if: (i) it is granted for a period not exceeding 3 years, unless the parties have expressly provided for a longer period, (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

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Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

capacity of customer, to an intermediary, as defined by art. 2 par. (1) point 19 of Law 24/2017, or to a lawyer. Shareholders of the Bank shall not be represented in the OGSM 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:

1. is a majority shareholder of Bank, or other entity controlled by such shareholder;
2. 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;
3. 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;
4. 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.

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. 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 and the representative shall have the obligation to vote in accordance with the instructions

7

Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

of the shareholder who appointed him. If there are discussions during OGSM, 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 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 105, 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 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 exclusively according to and within the limits of the instructions received by the shareholder clients on the Reference Date. For this purpose, 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.

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 Articles of Association - 2 working days before the general meeting - respectively by April 22, 2024, until the Bank's closing hour 17:30, in sealed envelope, clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024" and the representative shall carry with him an original copy of his special proxy in the OGSM.

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 Articles of Association - 2 working days before the general meeting - respectively until April 22, 2024, until

8

Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

the Bank's closing hour 17:30, in sealed envelope, clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024".

The special proxy may be sent also by e-mail with qualified electronic signature, as per eIDAS, accompanied by valid identification documents, within the dead line provided by article. 11.2 of article of association of the Bank, namely by April 22, 2024, until the Bank's closing hour 17:30, to the e-mail address [e-mail], with the following text "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024" 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 registered 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 April 22, 2024, until the Bank's closing hour 17:30, in sealed envelope, clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024" and the representative shall carry with him an original copy of the general proxy in the OGSM.

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 MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024", 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 April 22, 2024, until the Bank's closing hour 17:30.

The general proxy may be sent also by e-mail having an qualified electronic signature, as per eIDAS, accompanied by valid identification documents, within the dead line provided by article. 11.2 of article of association of the Bank, namely by April 22, 2024, until the Bank's closing hour 17:30, to the e-mail address [e-mail], with the following text "FOR THE

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Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro

GENERAL MEETING OF SHAREHOLDERS OF APRIL 25/26, 2024" 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.

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 is different from the person who voted by correspondence, then for the former's vote to be valid, the representative shall present the OGSM 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.

Special provisions regarding the general proxy

The Bank shall accept a general proxy to participate and vote in the OGSM given by a shareholder, in capacity of customer, to an intermediaryas defined in art. 2 par. (1) pt. 19 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:

1. authorization is granted by such shareholder, in capacity of customer, to his intermediary or, where appropriate, to his lawyer;
2. 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.

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Patria Bank S.A. - Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 8 and 10; ORC: J40/9252/2016, C.I.F.

RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 327.881.437,60 lei; Patria Bank is registered by the National

Supervisory Authority for Personal Data Processing - ANSPDCP - with the notification no. 753. Tel: [phone] |

Fax: [phone]|[e-mail]|www.patriabank.ro