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

ANNEX 2A - UndertakingsThe following are the main undertakings that the Issuer has committed to in the ““Tranche A Bond Subscription Agreement”. They mostly incorporate standards which willincrease the performance of the Bank for the benefit of the Bondholders. The breach ofthese undertakings does not constitute an event of default and consequently cannot triggerthe acceleration, early repayment of the Bonds or an increase in the initial costs. For theavoidance of doubt, The Events of Default triggering an acceleration are:(a) If the Issuer fails to pay on due date any principal of, or interest on the Bonds outstandingunder the Prospectus, the Bondholders may, in compliance with the Regulation 18/2006,commence the bankruptcy and the subsequent liquidation proceeding against the Issuer inaccordance with Romanian law and will be able to request the repayment of the Bonds onlywithin the bankruptcy or liquidation procedure of the Issuer..(b) As long as any portion of the Bonds qualifies as subordinated indebtedness the Bondscannot be accelerated. However, if there shall have been entered against the Issuer a decree ororder by a court or other competent authority declaring the Issuer Bankrupt, or any resolution hasbeen passed for the liquidation within the insolvency proceedings of the Issuer, or a court orother competent authority has made a decision to commence bankruptcy proceedings against theIssuer, then such will be the only situation under the Prospectus provided that the Bonds will bequalified as supplementary Tier 2 Capital when the Bondholders may declare the principal of,and all accrued interest on, the Bonds to be, and the same shall thereupon become, immediatelydue and payable by the Issuer without any further notice and without any presentment, demandor protest of any kind, all of which are hereby expressly waived by the Issuer. For the avoidanceof doubt, in any such bankruptcy or liquidation of the Issuer, the payment of any amountspayable shall be subordinated to the payment of all unsubordinated indebtedness.1- Financial Undertakings: BT has committed to keep to the following financial ratios:(i) a Risk Weighted Capital Adequacy Ratio of not less than twelve percent (12%);(ii) an Equity to Assets Ratio of not less than five percent (5%);(iii)an Economic Group Exposure Ratio of not more than twenty five percent (25%);(iv) an Aggregate Large Exposures Ratio of not more than four hundred percent (400%);(v) a Related Party Exposure Ratio of not more than fifteen percent (15%), excludingexposure of the Issuer to any wholly owned operating subsidiary of the Bankinvolved in financial services;(vi) an Open Credit Exposures Ratio of not more than twenty five percent (25%);(vii)a Fixed Assets Plus Equity Investments Ratio of not more than thirty five percent(35%);(viii) an Aggregate Foreign Exchange Risk Ratio of not more than twenty percent (20%);(ix) a Single Currency Foreign Exchange Risk Ratio of not more than ten percent (10%);(x) an Interest Rate Risk Ratio of not less than negative ten percent (-10%) and not more thanten percent (10%);(xi) an Aggregate Interest Rate Risk Ratio of not less than negative twenty percent (-20%)and not more than twenty percent (20%);128