Banca Transilvania S A : Half yearly report according to the Financial Supervisory Authority regulation 30.06.2023

SWIFT: BTRLRO22

C. U. I. RO 50 22 670

R.B. - P.J.R. - 12 - 019 - 18.02.1999

No. Înreg. Reg. Com.: J12 / 4155 / 1993

CONSOLIDATED DIRECTORS'

REPORT

for the six month period ended

30 June 2023

In compliance with the Financial Supervision

Authority's Regulation no. 5/2018

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Identification Details of the Issuer

Report date: August 23, 2023

Name of the company: BANCA TRANSILVANIA S.A.

Registered office: 30-36 Dorobanților street, Cluj-Napoca, Cluj county, postal code 400117

Phone/fax: 0264.407.150; 0264.407.179

Tax identification no: RO 5022670

Trade Register no: J12/4155/16.12.1993

Registered capital, subscribed and paid at 30.06.2023: RON 7,986,582,330

The regulated market where the issued securities are traded: Bucharest Stock Exchange

Main features of the securities issued by the company: 798,658,233 nominal shares with a

par value of RON 10/share.

Banca Transilvania's Financial Group Presentation

Transilvania Bank Group ("the Group" or "BT Group") was established in 2003 with Banca Transilvania ("the Bank" or "BT") established in 1993 as the main subsidiary. Besides Banca Transilvania, BT Group has the following subsidiaries: Victoriabank S.A., Idea Bank S.A., BT Capital Partners S.A., BT Leasing Transilvania IFN S.A., Idea Leasing IFN S.A., BT Investments S.R.L., Idea Broker de Asigurare S.R.L., BT Direct IFN S.A., BT Building S.R.L., BT Asset Management SAI S.A., BT Solution Asistent de Brokeraj S.R.L., BT Asiom Agent de Asigurare S.R.L., BT Safe Agent de Asigurare S.R.L., BT Intermedieri Agent de Asigurare S.R.L., BT Leasing Moldova(MD) S.R.L., BT Microfinanțare IFN S.A., VB Investment Holding B.V., Improvement Credit Collection S.R.L., BT Pensii S.A. and Code Crafters by BT S.R.L.

The main Group's fields of activity are: banking through Banca Transilvania S.A. ("the Bank"), Victoriabank S.A. and through Idea Bank S.A., investment and brokerage through BT Capital Partners S.A., leasing and consumer finance mainly through BT Leasing Transilvania IFN S.A., Idea Leasing IFN S.A., BT Direct IFN S.A., BT Microfinanţare IFN S.A. and BT Leasing MD S.R.L., asset management through BT Asset Management S.A.I S.A. and administration of voluntary pension funds through BT Pensii S.A. Moreover, the Bank controls two investment funds that are also included in the consolidation and is associated in Sinteza S.A. with a holding percentage of 31.09%. Starting April 2023 the Bank has control, through an investment fund, over a newly established company BTP One S.R.L.

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Banca Transilvania is a public listed company, headquartered in Cluj-Napoca, with aRomanian shareholders majority - 76.37% as of the end of June 2023. Currently, BT occupies the first place in the top of the banking system in Romania.

The Bank's shareholding structure is constantly changing due to the fact that Banca Transilvania's shares are traded on the securities market, in compliance with the provisions of Law 52/1994 and the Norms of ASF (Financial Supervisory Authority). Currently, Banca Transilvania's shares are listed on the Bucharest Stock Exchange, Category I.

The structure of Banca Transilvania S.A. shareholders as at June 30, 2023 is presented in the Appendix to this document.

1. Significant events during January-June 2023

Amendments brought to the Articles of Association

As a result of the Decisions of the Extraordinary General Meeting of Transilvania Bank Shareholders of April 26, 2023, it was decided to increase the share capital by the amount of RON 910,000,000 by issuing a number of 91,000,000 new shares, with a nominal value of 10 RON/share. The increase of the share capital was achieved by incorporating the reserves constituted from the net profit of the year 2022, in the amount of RON 910,000,000, by issuing a number of 91,000,000 shares with a nominal value of 10 RON/share, for the benefit of the shareholders registered in the Shareholders' Register held by the Central Depository. Therefore, the new share capital is RON 7,986,582,330, respectively 798,658,233 shares with a nominal value of 10 RON/share.

The legal procedures for registering the capital increase approved by the decision of the Extraordinary General Shareholders' Meeting of April 26, 2023, at the at National Trade Register Office and ASF were completed on July 21st, 2023.

Changes in the first half of 2023 regarding Banca Transilvania Financial Group

At the level of the Group's subsidiaries, the changes that occurred are the following:

BT LEASING TRANSILVANIA IFN S.A.

• On 01.01.2023, the merger of BTL with Ţiriac Leasing took place, a merger approved by
  Extraordinary General Meeting ("EGM") of Banca Transilvania on 23.01.2023 and registered with ONRC on 26.01.2023;

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• Starting from 01.01.2023, Mr. Mihai Nicolescu was appointed as Leader and Deputy General Director of Risk and Internal Control, for a mandate valid until 06.03.2026;
• Starting with the same date of 01.01.2023, Mr. Mihai Moraru resigned from the position of Leader and Deputy General Director;
• On 03.02.2023, the company's Articles of Association was updated in accordance with the changes made to Law 31/1990 by Law 265/2022;
• On 06.02.2023, the mandate of general Director Ionuţ Morar was extended for another 4 years, until 06.03.2027;
• On March 20, 2023, the mandate of all Board of Directors was extended until April 8, 2027.

ŢIRIAC LEASING IFN S.A.

• On 01.01.2023, Ţiriac Leasing was absorbed by BT LEASING TRANSILVANIA IFN, being dissolved from ONRC on 26.01.2023.

BT DIRECT IFN S.A.

• On 31.01.2023, the mandate of the managers of the company was extended as follows:
• • Nicoleta Bott, having the position of Deputy General Director - extension of the mandate by 4 years, until 20.02.2027;
  • Gabriel Gogu, having the position of Deputy General Director - extension of the mandate by 3 years, until 20.02.2026.

BT MICROFINANŢARE IFN S.A.

• On 17.01.2023, the mandate of two of the company's managers was extended, as follows:
• • Şindile Cristina Dalia, having the position of General Director - extension of the mandate by 4 years, until 09.03.2027;
  • Cojocaru Dan Ioan, having the position of Deputy General Director - extension of the mandate by 4 years until 09.03.2027.

BT LEASING MD S.R.L.

• On 28.02.2023, Mr. Şerban Liviu Onut was appointed as a member of the Company Council;
• At the same time, Mr. Bogdan Pleşuvescu was appointed President of the Company Council.

BT ASSET MANAGEMENT SAI S.A.

• On 31.03.2023, the Financial Supervisory Authority issued the decision authorizing Mr.
  Dascăl Sergiu Dan as Director of the company for a new term (01.06.2023 - 31.05.2027).

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CODE CRAFTERS BY BT S.R.L.

• On 09.02.2023, Mr. Teodor Torgie was appointed as a member of the Board of Directors of the company, following the revocation of the mandate of Mrs. Gabriela-Cristina Nistor.

BT BUILDING S.R.L.

• On 31.03.2023, Mr. Levon Khanikyan was appointed as the administrator of the company.

Main transactions regarding affiliates

There were no related party transactions that substantially affected the Group's financial position or results in the first six months of the current financial year. For additional details see Note 35 of the interim financial statements accompanying this report.

Risk Management

The management of Banca Transilvania S.A. continuously assesses the risks to which the Bank's activity is or may be exposed, which may affect the achievement of its objectives, and takes action on any change in the conditions under which it operates.

The main risks and uncertainties identified for the next period are a result of the consequences of the global economic slowdown and the volatility of international markets, and the geopolitical context generated by the Russian-Ukrainian conflict, which is still ongoing:

• risks of lower economic growth than estimates, Romania's economy being closely linked to global markets, especially the countries of the European Union, and still high inflation, aggravated by the prolongation of the conflict and tensions existing at the level of the region and the associated sanctions;
• deterioration of internal macroeconomic balances, including as a result of international geopolitical developments and market volatility;
• the increase in financing costs, generated by more restrictive monetary policies and the increase in public debt;
• acceleration of consumer prices, coupled with the depreciation of the national currency against the Euro, compared to current levels;
• increasing pressures on the commercial real estate markets against the background of the tightening of financing costs as well as the rising costs of construction materials;

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