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

to the Bonds and voting procedures shall also be applicable to the meetings of the Bondholders.A meeting shall be held at the expense of the Bank and shall be convened by the Bank upon thewritten request of one or more Bondholders representing at least 25% of the total nominal valueof the issued and outstanding principal of the Bonds or, by the Bondholders’ representative afterthe appointment of such representative in the Bondholders meeting.In accordance with the Company Law, the Bondholders’ Meeting may, among others:• appoint a representative of the Bondholders and one or more substitutes, having the rightto represent the Bondholders before the Bank and the courts of law, to decide upon theircompensation thereof; the representative and the substitutes may not be involved in theadministration of the Bank but shall be entitled to assist in the GMS of the Bank;• perform any and all acts of supervision, and protect the common interests of theBondholders and authorize a representative for this purpose;• contest any amendment to the Bank's Articles of Association or to the terms andconditions of the Bonds, which may impair or negatively affect the rights of theBondholders;• express opinions with respect to the issuance of new Bonds; and• establish a fund, which may be constituted from the interest payments due to theBondholders, in order to enable them to pay the expenses necessary for the protection oftheir rights, establishing, at the same time, the rules applicable to the management of suchfund.12. Resolutions underlying the issuance of Bonds and scheduled issuance date• The Decision of the General Meeting of the Shareholders, dated 27.04.2012 and30.10.2012.• The Decision of the Board of Directors, dated. 26.02.2013.• CNVM has approved this Offering Prospectus through the Approval Decision No. 304,dated 04.04.201313. Restrictions on the free transferability of securitiesThere are no restrictions on the free transferability of the Bonds.Title and Transfers. The Title to the Bonds belongs to the holders of the Bonds whose namesappear from time to time in the Bond Registry kept with the Registrar. Upon the transfer, thetitle to the Bonds shall pass to the transferee upon the registration of such transaction in the108