BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

The Offer is considered successfully closed, if on its closing date, a minimum aggregateamount of 20.000.000 Euro is validly subscribed.Representations and Warranties of the Issuer; IndemnificationUnder the Tranche A Subscription Agreement, the Bank makes certain representations andwarranties regarding itself and Tranche A Bonds, and the Bank agrees such representationsand warranties, as detailed in Annex 2B be made in relation to all Bonds and for the benefitof all Bondholders. For the avoidance of doubt, failing to comply with any of theserepresentations and warranties of the Bank shall not represent an Event of Default and cannotconsequently trigger the early repayment, acceleration or the increase in the initial costs. TheBank also agrees to an indemnification clause which will apply to all Bondholders as follows:Provided that these indemnities can be claimed only in the bankruptcy or liquidationprocedure of the Issuer together with the principal claim and subordinated to any otherunsubordinated claims, in compliance with the Regulation 18/2006 and any supplementaryTier II Capital legislation; The Issuer agrees to indemnify the Bondholders for damagesarising out of (i) any untrue statement contained in the Prospectus or any of the BondsAgreement or any omission to state a material fact necessary to make the statements thereinnot misleading; (ii) any misrepresentation or breach by the Issuer of any of its representationsand warranties and/or obligations arising under or relating to the Prospectus, the BondsAgreement, the Bonds, the Terms and Conditions of the Bonds (iii) any restriction, delay,dilution or other limitation on the exercise of the Bondholders’ conversion rights (iv) anycancelation, withdrawal or invalidation of any Authorization necessary, required or advisablepursuant to the Issuer’s Articles of Association, Regulation 18/2006 and supplementarylegislation or the applicable law in connection with the Offer, the issue and sale of the Bonds,including without limitation, any extra ordinary general meeting (EGM) resolution and/orBoard of Directors’ decision approving the creation, issue and sale of the Bonds and/orexecution of any Offer document and/or Bonds Agreement , including failure to convene anew EGM to reinforce the mandate the Board of Administrations to increase the sharecapital and issue the Shares to the converting Bondholder, if needed.The Bank represents and warrants, to the best of its knowledge, that the terms and conditionsof this Bond issue are in compliance with Regulation 18/2006, and that it has undertaken allreasonable efforts to ensure such compliance. NBR has not issued a confirming opinion onthis point.Preparation of the ProspectusThis Prospectus has been prepared by the Bank and BT Securities. Each of the Bank,represented by Mr. Nicolae Tarcea - Deputy General Manager and BT Securities, represented121