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Banca Comercială Română S.A. Bcr Finance B.V. Banca Comercială Română S.A. Eur 3,000,000,000

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Banca Comercială Română S.A. Bcr Finance B.V. Banca Comercială Română S.A. Eur 3,000,000,000 Date: 05 June 2009 BASE PROSPECTUS BANCA COMERCIALĂ ROMÂNĂ S.A. BCR FINANCE B.V. Guaranteed by BANCA COMERCIALĂ ROMÂNĂ S.A. EUR 3,000,000,000 Euro Medium Term Note Programme An application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the " CSSF "), which is the Luxembourg competent authority for the purposes of Directive 2003/71/EC (the " Prospectus Directive ") and relevant implementing measures in Luxembourg, for the approval of this Prospectus as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of notes issued under the Euro Medium Term Note Programme (the "Programme ") described in this Base Prospectus during the period of twelve months after the date hereof. Under the Programme, the Issuers, subject to compliance with all relevant• laws, regulations and directives, may from time to time issue debt securities specified in the relevant Final Terms as either domestic notes issued in the English language under Romanian law (the " Romanian Notes ") or international notes issued in the English language under English law (" International Notes ", and together with the Romanian Notes, the " Notes "). Applications have been made for the International Notes to be admitted to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes of the Directive 2004/39/EC on markets in financial instruments. Application may be made, during the period of twelve months after the date hereof, for a certificate of approval under Article 18 of the Prospectus Directive as implemented in Luxembourg to be issued by the CSSF to Comisia Naţională a Valorilor Mobiliare (" CNVM "), the competent authority in Romania. Further application may be made, during the period of twelve months after the date hereof, for the Romanian Notes to be admitted to, and admitted to trading on, the Spot Regulated Market (the " Romanian Market ") of the Bucharest Stock Exchange ( Bursa de Valori Bucureşti S.A. , the " BVB ") which is a regulated market for the purposes of the Directive 2004/39/EC on markets in financial instruments. Subject to compliance with all relevant laws, regulations and directives, the Notes will have a minimum maturity of one month and no maximum maturity. The aggregate principal amount of Notes outstanding will not at any time exceed EUR 3,000,000,000 (or the equivalent in other currencies). The relevant Final Terms in respect of any issue of any Notes will specify whether or not such Notes will be admitted to listing and/or trading on any other market and/or stock exchange. For the purpose of admitting any particular issue of Notes to listing and/or trading in any Member State of the European Economic Area, the Issuers may request the CSSF from time to time to provide competent authorities in such other host Member States with a certificate of approval attesting that this Base Prospectus has been drawn up in accordance with Article 5.4 of the Prospectus Directive, and relevant implementing legislation in Luxembourg. Notes may also be issued under this Programme that are neither listed nor admitted to trading on any stock exchange or regulated market. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and, subject to certain exceptions, may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S ("Regulation S") under the Securities Act). The Notes are being sold in reliance on the exemption from the provisions of Section 5 of the Securities Act provided by Regulation S. Each series of International Notes issued in bearer form (" Bearer Notes ") will be initially represented by a temporary global note in bearer form (each a " Temporary Global Note ") or a permanent global note in bearer form (each a " Permanent Global Note " and together with the Temporary Global Note, the " Global Note "). International Notes in registered form (" Registered Notes ") will be represented by individual note certificates (each an "Individual Note Certificate "), one Individual Note Certificate being issued in respect of each Noteholder's entire holding of registered Notes of one series or, in the case of International Notes, by a global Note in registered form (the " Global Registered Note "). Romanian Notes will be nominative, dematerialised (registered) Notes. Each Global Note which is intended to be issued in new global note form (a " New Global Note " or " NGN "), as specified in the relevant Final Terms, will be deposited on or around the relevant issue date with a common safekeeper (the " Common Safekeeper ") for Euroclear System (" Euroclear ") and/or Clearstream Banking, société anonyme, Luxembourg (" Clearstream, Luxembourg "). Each Temporary Global Note will be exchangeable for a Permanent Global Note or, if so specified in the relevant Final Terms, for Definitive Notes. Global Notes which are not issued in NGN form (" Classic Global Notes " or " CGNs ") and Global Registered Notes will be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the " Common Depositary "). The Romanian Notes will be deposited on or about the issue date with the Romanian Central Depositary (" RCD ") on behalf of the relevant Issuer. The provisions governing the exchange of interests in (i) Global Notes for other Global Notes or Definitive Notes and (ii) Global Registered Notes for Individual Note Certificates are described in " Summary of Provisions Relating to the Notes while in Global Form ". Tranches of Notes (as defined in "Overview of the Programme") may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuers and the Guarantor to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Date: 05 June 2009 ERSTE GROUP BANK Arranger and Dealer The date of this Offering Circular is 5 June 2009 Date: 05 June 2009 CONTENTS Page IMPORTANT NOTICES.............................................................................................................................2 SUMMARY .................................................................................................................................................4 RISK FACTORS........................................................................................................................................10 INFORMATION INCORPORATED BY REFERENCE ..........................................................................20 GENERAL DESCRIPTION OF THE PROGRAMME…………………………………………………..21 USE OF PROCEEDS.................................................................................................................................22 FINAL TERMS AND DRAWDOWN PROSPECTUSES ......................................................................233 FORMS OF THE NOTES..........................................................................................................................24 DESCRIPTION OF THE GUARANTEE..................................................................................................28 TERMS AND CONDITIONS OF THE INTERNATIONAL NOTES ......................................................29 TERMS AND CONDITIONS OF THE ROMANIAN NOTES ................................................................56 FORM OF FINAL TERMS (ISSUE OF NOTES WITH A DENOMINATION OF LESS THAN EUR 50,000 OR EQUIVALENT).......................................................................................................................78 FORM OF FINAL TERMS (ISSUE OF NOTES WITH A DENOMINATION OF AT LEAST EUR 50,000 OR EQUIVALENT).......................................................................................................................93 SUMMARY OF PROVISIONS RELATING TO THE INTERNATIONAL NOTES WHILE IN GLOBAL FORM .....................................................................................................................................105 DESCRIPTION OF BANCA COMERCIALĂ ROMÂNĂ S.A. AS ISSUER AND GUARANTOR AND FINANCIAL INFORMATION................................................................................................................109 DESCRIPTION OF BCR FINANCE B.V. AS ISSUER..........................................................................148 TAXATION .............................................................................................................................................150 SUBSCRIPTION AND SALE .................................................................................................................155 GENERAL INFORMATION ..................................................................................................................158 Date: 05 June 2009 IMPORTANT NOTICES Each of Banca Comercială Română S.A. (" BCR ") as an issuer, BCR Finance B.V. (" BCR Finance ") as an issuer (each an " Issuer ", together the " Issuers ") and Banca Comercială Română S.A. as guarantor (the "Guarantor ") (the Issuers together with
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