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

(f) the creation, issue, sale, and execution of the Tranche A Bonds have been duly authorizedand approved by the relevant corporate bodies of the Issuer according to applicable law, interalia pursuant to the April 2012 EGMS Resolution and the October 2012 EGMS Resolution, aswell as the Board of Directors Decision of February 26, 2013, and when issued and paid for,the Tranche A Bonds will constitute valid and legally binding obligations of the Issuer inaccordance with their terms; and the issue or sale of the Tranche A Bonds or the taking of anyother action contemplated therein does not now and will not result in a breach by the Issuer ofany terms of, or constitute a default under, or violation of, (i) the Articles of Association of theIssuer (ii) any agreement or undertaking of the Issuer that is material, or (iii) any applicable law;(g) without limitation to paragraph (f), the Tranche A Bonds are convertible into shares ofcommon stock of the Issuer in accordance with the Terms and Conditions of the Bonds and theshares of common stock issued upon conversion of Tranche A Bonds will be validly issued, fullypaid-in and free and clear of any pre-emptive rights or any similar rights arising under theArticles of Association of the Issuer or applicable law. The Board of Directors is authorized toincrease the capital of the Issuer upon the conversion of Bonds, and to issue the shares to theBondholders who have exercised the Conversion Option and the undertaking regarding EGMSResolutions (provided in Annex 2A of the Prospectus) shall be complied with in a timelymanner.(h) the Issuer has obtained all authorizations required or advisable pursuant to the Articles ofAssociation of the Issuer or applicable Romanian law in connection with the offering, issue andsale of the Tranche A Bonds;(i) the audited financial statements of the Issuer as of December 31, 2011 are true andcorrect and fairly present the financial condition of the Issuer as of the dates indicated and itsresults of operations and changes in financial position for the periods therein specified, and havebeen prepared in conformity with the Accounting Principles consistently applied, except asotherwise noted therein;(j) title to the Tranche A Bonds shall vest in the Lead Investor no later than the Issue Date,free and clear of any and all encumbrances; and(k) as of the signing date of the Tranche A Subscription Agreement, there has not been anymaterial adverse effect on the Issuer or any development involving a prospective materialadverse change, in the condition, financial or otherwise, of the Issuer from that set forth in theProspectus.(l) These representations shall be continuous and deemed repeated upon each and everyconversion of the Tranche A Bonds.133