Banca Comercială Carpatica S.A. ( BCC ) informs all shareholders and investors on the following:

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1 No /01/26/2016 To: FINANCIAL SUPERVISORY AUTHORITY- Financial instruments and investments sector BUCHAREST STOCK EXCHANGE Ref: Current report on the Biding Subscription notice from Nextebank to subscribe BCC s newly issued shares and its acceptance by BCC s Executive Board Current report according to FSA Regulation no 1/2006 Report date: /01/26/2016 Name of Issuer: Banca Comerciala Carpatica Headquarters: Sibiu, No. 1, Autogării St. Phone / Fax No: 0269/ ; 0269/ Unique Registration Code with the Trade Register: RO Order number in the Trade Register: J32/80/1999 Subscribed and paid-in share capital: RON 110,137, Important events Banca Comercială Carpatica S.A. ( BCC ) informs all shareholders and investors on the following: Through the Extraordinary General Shareholders Meeting (EGSM) Resolution from 18 June 2015 and EGSM Resolution no. 2 from 09 October 2015, it was decided that the unsubscribed BCC shares within the preference rights exercising period to be offered for subscription within a private placement to be initiated according to art. 183 para (3) letter a) of Law no. 297/2004 ( Private Placement ). Due to the fact that JC Flowers did not subscribe any shares offered within the Private Placement, as reported by the Bank on 30 December 2015, the Directorate acting in line with the mandate granted by the shareholders through EGSM Resolutions no. 1 and 2 from 09 October 2015, proceeded to identify potential investors interested in subscribing shares within the private placement. We therefore inform you that Nextebank accepted to subscribe the total number of 986,663,916 newly issued shares at a price of Lei / share, offered within the Private Placement no later than January 29, 2016 subject only to the following terms and conditions mutually agreed by the parties (BCC and Nextebank): I. As of the date of acceptance by the Directorate of Banca Carpatica of this Subscription Notice, Nextebank and Banca Carpatica will enter into an Exclusivity Period to end on the date when the followings are cumulatively met: (I) the Competition Council has issued a non-intervention decision as regards the economic concentration entailed by the Proposed Transaction or an unconditional clearance in relation to such (as the case may be) and (ii) the Share Capital Increase (also comprising the Newly Issued Shares subscribed by Nextebank) shall be completed and duly

2 implemented and registered (as indicated above) and in full force and effect (the Exclusivity Period ). 1. Banca Carpatica agrees that it shall not act as to attract a competing investor, namely: (a) It shall not take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity other than Nextebank relating to the issuance of any of the share capital of Banca Carpatica, or ii) contracting by Banca Carpatica of any subordinated loans or other debt instruments with (x) capital features which would allow any amounts thereunder to be included in Own Funds in accordance with National Bank of Romania regulations, or (y) capital conversion features, or (iii) the sale, or other disposition, of Banca Carpatica or any material assets (also including clients/loans portfolio, IT systems/software, databases, property and buildings) of Banca Carpatica (the Exclusivity ). (b) The Exclusivity implies that neither Banca Carpatica, nor any of its affiliates or representatives shall (i) sign any agreement with any third party for any investment into Banca Carpatica or in relation to the Newly Issued Shares (other than those required for due registration of such shares with the relevant registries and due admission thereof on the BSE regulated market) or for provision of convertible debt and/or subordinated debt with capital features to Banca Carpatica or any direct or indirect sale of its material assets (as indicated above) ("Competing Transaction"); (ii) negotiate with any third party or their representatives a Competing Transaction, or invite, induce or intermediate any third party to make any offer or proposal regarding a Competing Transaction; or (iii) allow or facilitate any third party or their representatives to conduct any due diligence procedures with respect to any Competing Transaction. Banca Carpatica will have the obligation to perform any and all operations required so as to fully and validly implement and give effect of such subscription of Newly Issued Shares by Nextebank. For the avoidance of doubt, the Exclusivity shall not affect the right of any shareholder of Banca Carpatica to dispose of its shares in the Bank, in part or in full, at any time. 2. Banca Carpatica shall carry on its business in the normal course of business in a manner consistent with the operation of its business within the last 12 months prior to the date hereof. Further on Banca Carpatica shall refrain from any act/operation/deed) which could materially and adversely affect its aggregate fair value (respectively, shall ensure that no omission on its part would give such effect) save for decisions of Banca Carpatica passed for implementing measures imposed by the National Bank of Romania. In this respect, Banca Carpatica shall use reasonable efforts to procure that the provisions below are observed and it shall act in the course of its business in order to, except for matters approved by the other Party (which approval shall not be unreasonably withheld). More specifically, Banca Carpatica shall: (a) Conduct its Business in accordance with all applicable regulations and in accordance with each request/instruction received from the National Bank of Romania and with a view of protecting and preserving its interests and claims;

3 (b) Maintain its Business as a going concern, without any alteration in its nature, scope or manner other than in the ordinary course of business; (c) Not cause any material change or interruption to its Business; (d) Save in respect of any Encumbrance coming into effect as a result of operation of law, not create any new Encumbrance over the Shares or the assets owned by the Bank; (e) Not enter into a contract or transaction other than in the ordinary course of Business with a yearly value in excess of EUR 100,000; (f) Not institute, settle or agree to settle any legal proceedings relating to the business of the Bank for an amount in excess of EUR 100,000, except for debt collection in the ordinary course of Business; (g) Save in respect of any offers of employment outstanding at the date of this agreement or where acting in the ordinary course of Business, not employ, dismiss (except for good cause) or materially change the terms of employment or engagement of any director or senior manager of the Bank; not grant or extend any new loans or undertakings to any of them or any employees with terms more favourable than the terms granted to third parties in a total amount in excess of EUR 100,000/year at bank s level; (h) Not employ any person on the positions of Directorate or Executive Management member and level of management being Directorate -1 or Executive Management -1 within Banca Carpatica, unless the relevant service or employment contract can be terminated with immediate effect by Banca Carpatica in the case of a change of control over Banca Carpatica without the payment of any indemnification/compensation in relation to such termination; (i) Not approve to increase or decrease its share capital or to change the type, rights attached to or form or any class of shares or create a new class or type of shares or issue or redeem any shares; (j) Not approve and not take any steps to reorganize, merge, spin-off, wind up, enter into insolvency or liquidate Banca Carpatica or enter into any voluntary arrangement with its creditors; (k) Not approve the introduction of any restriction on the transferability of Shares or grant any option or commitments in respect thereof; (l) Not declare, pay or make a dividend, bonus or other distribution of capital or income towards shareholders; (m) Other than incurring liabilities in the ordinary course of business, consistent with the past 12 months of activity, not acquire or dispose of, or agree to acquire or dispose of any assets, revenues, Business of any kind or value or assume or incur, or agree to assume or incur, a liability,

4 obligation or expense (actual or contingent) in excess of an aggregate amount of EUR 100,000 or its equivalent in any other currencies; (n) Not approve or implement any material change with respect to its subsidiaries, including without being limited to the decisions of the types listed in letters (a) to (v) hereto as far as applicable to such subsidiary, (except for the shareholders resolution of SSIF Carpatica Invest S.A. and Imobiliar Invest SA approving the voluntary liquidation/bankruptcy thereof or taking the required steps to such liquidation); (o) Not acquire shares or securities issued by another company or share convertible bonds; (p) Other than in the ordinary course of Business, not incur any expenditure or financial debt which would cause that the aggregate expenditures/financial debts incurred by Banca Carpatica monthly exceed EUR 1,000,000 or its equivalent in any other currencies; (q) Not take a loan or grant guarantees or enter into a contract or transaction other than in the usual course of Business, being understood that any such operation which exceeds EUR 5,000,000 or its equivalent in any other currencies shall be considered outside the usual course of Business as it is not a regular operation performed by Banca Carpatica; (r) Not make any change in the accounting policies of Banca Carpatica or in its accounting reference date or in its residence for taxation purposes; (s) Not make any material change to its credit management or risk management policies; (t) Not amend its bylaws, unless required by competent authorities or by applicable laws and regulations; (u) Maintain and renew all regulatory licenses and make all required filing for duly preserving its rights and titles and continuing business as usual; (v) Not decide on the replacement of the IT system or material alteration thereof (normal IT maintenance is considered normal course of business) ; (w) Not enter into material contracts which contain provisions which could cause the termination of such contracts for change of control or amend any existing material contract so as to include such provision; (x) In the course of its lending activities, not extend a loan or a series of linked loans (including by way of increase of an existing exposure) to a borrower, in the amount of or which leads to an exposure exceeding EUR 3,000,000 (or their equivalent in other currency), except for renewal of revolving loan facilities, overdraft facilities and/or credit cards to an existing borrower within the credit limits and substantially on the terms as existing as of the date of this Subscription Notice, being agreed that such transactions would be outside the normal course of the Business due to

5 the value of the transactions. For the avoidance of doubt, extending availability periods under loan facilities signed as of the date of this Subscription Notice shall not be considered new lending or increase of an existing exposure for the purposes of this paragraph. For the purpose of the provisions above, "Business" means the business of banking services carried on by Banca Carpatica as at the date of this Subscription Notice. The above-mentioned prohibitions shall apply mutatis mutandis to any of the subsidiaries of Banca Carpatica, it being also understood that as regards of SSIF Carpatica Invest S.A. and Imobiliar Invest S.A. all permitted actions shall solely regard the actions and steps aiming to the voluntary liquidation/bankruptcy thereof. II. For the supervision of the compliance with the above provisions, Nextebank shall have the right to appoint 2 (two) persons which shall act as observers (the Observers ). The Observers shall have the right, to the extent permitted by applicable law and regulations or relevant confidentiality restrictions and subject to signing a confidentiality agreement, to receive information about Banca Carpatica and its activity as they may reasonably require, exclusively for the purpose of verifying the observance of the conduct of Business rules above. The Observers would not be involved in the decision management process of Banca Carpatica and would not act as administrators or directors of the bank. III. Breach by Banca Carpatica of the Exclusivity provisions (as they are presented in Section I point 1 and 2) or failure by Banca Carpatica to implement the Proposed Transaction (by ensuring due completion and registration of the Share Capital Increase also including the Newly Issued Shares to be subscribed by Nextebank and having Nextebank as owner) shall result in the payment of Banca Comerciala Carpatica to Nextebank, immediately on demand by Nextebank, of an indemnification of EUR 1,000,000. IV. In case the Share Capital Increase is not duly completed and registered by 15 March 2016 (with Nextebank being also duly registered with the Central Depository as shareholder of Banca Carpatica for all the Newly Issued Shares) for reasons that do not constitute a default of Nextebank and if so required by Nextebank in its sole discretion, the Parties (BCC and Nextebank) shall act in good faith and shall cooperate and shall perform all required actions and shall take all required steps in accordance with the applicable law so as to ensure the reversal of the Proposed Transaction, so that Nextebank is reimbursed with the share capital contributions made in consideration of the Newly Issued Shares and such shares are returned to Banca Carpatica. Nextebank (in cooperation with BCC, where applicable) will submit to the relevant authorities (National Bank of Romania, the Financial Supervisory Authority and the Competition Council) all the requests for permits / approvals required in connection with the acquisition by Nextebank of a participation in Banca Comerciala Carpatica via the Proposed Transaction.

6 In respect of the perspectives of such merger, please be informed that Nextebank has finalized the transactions pertaining to the acquisition of Patria Credit business line and shares, has initiated the reconstruction process of the sales force in order to develop the banking activity in the target clientele segments - small and medium-sized enterprises, small businesses and retail, and has also finalized the negotiations for the performance of a complex project of sale of services and banking products through the network of Posta Romana (the Romanian National Post) which is currently in the final phase of approval by the National Bank of Romania, and which we envisage to launch in May We have included below some financial data regarding the progress of Nextebank during 31 May December 2015: Thousands Lei 31-May Dec-15 Total assets 990,416 1,208,357 Net Asset ( NAV ) reported in the financial statements 239, ,889 Own Funds 222, ,136 Solvency 60.00% 31.00% Credit portfolio, gross 550, ,582 In Nextebank s vision, Banca Carpatica will have two strategic lines of growth, which will be supported with capital and know-how by the current shareholders of Nextebank, and which will thus contribute to the increase of the value of the shareholders holdings in the new bank: Organic growth: the merged bank will take over the aforementioned projects of Nextebank; Growth through acquisitions: development through acquisitions of portfolios of performing loans and financial institutions is an important strategic line, relative to opportunities existing at the moment on the banking market in Romania; we will continue the recent plans of Carpatica Bank's management and shareholders meant to identify and investigate potential target institutions for such type of takeovers that can bring by acquisition a wider base of assets and capital. Since the acceptance and implementation of the subscription by Nextebank of the shares offered within the private placement will generate a RON M increase in Banca Comerciala Carpatica s share capital, that will allow the bank to continue its growth plans, Nextebank s notification of subscription was accepted by the Directorate of Banca Comerciala Carpatica, which agreed with Nextebank s participation in BCC s share capital under the main conditions set out above in this Report.

7 Johan Gabriëls, CEO of Banca Comerciala Carpatica remarked, We are excited to announce Nextebank s acceptance to subscribe to the share capital and becoming a significant shareholder of Banca Comerciala Carpatica. Acting in line with the mandate granted by the shareholders, the Directorate accepted the Subscription Notice. Nextebank expressed the intention to discuss with the shareholders the merger of the two banks who share a common strategy and approach, focusing on satisfying the financial needs of SME clients and individuals. Upon completion of the merger (after its approval by the GSM) the merged bank will continue its efforts to improve the customer service levels using the newly created regional branch network and the wide range of banking products and services. Given Banca Comerciala Carpatica s excess liquidity we will continue our efforts to identify potential future acquisitions in the local market ". General Manager, Johan Gabriëls

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