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

the close of the Pre-emptive offer stage, and is up to18,938,347.80 EUR.(ii)The Tranche B Bonds offer: This offer is addressed to QualifiedInvestors and is comprised of any Bonds that remain unsubscribedafter the close of the Pre-emptive Offer minus the Bonds that aresubscribed by the Lead Investor in the Tranche A Bonds offer.The Pre-emptive Offer and the Tranche B Bonds offer are governed solely by the terms ofthis Prospectus, as well as the other Bond Agreements other than the Tranche A BondsSubscription Agreement.The Tranche A Bonds offer are governed by the terms of this Prospectus as well as by theTranche A Bonds Subscription Agreement, the main terms of which are disclosed in thisProspectus, including in Annexes 1 and 2A.Subscription method for the Pre-emptive Offer/Exercise of Pre-emptive Rights:The Bonds will first be offered to Shareholders as at the Registration Date who will beentitled, subject to the Prospectus, to exercise pre-emptive rights to purchase Bonds up to amaximum aggregate principal amount equal to the product of Euro 30,000,000 times afraction, the numerator of which is equal to the aggregate number of Shares held by suchshareholder as of May 21, 2012, and the denominator of which is equal to the aggregatenumber of Shares issued and outstanding on May 21, 2012 .The maximum number of theBonds that can be purchased by each entitled shareholder as of May 21, 2012 is equal to thepreviously mentioned product divided by 0.6. No fractional Bonds shall be issued. If afractional number of Bonds results, the number of Bonds will be rounded as follows: if thefraction is equal to or less than one-half, the number of Bonds will be rounded down to thenext whole Bond; and if the fraction is greater than or equal to one-half, the number ofBonds will be rounded up to the next whole Bond. The Pre-emptive Offer will begin on09.04.2013 and continue for a period of thirty (30) calendar days until 08.05.2013, at theBroker’s head offices and the CNVM authorized agencies of BT Securities between 9.00-16.00 each Business Day, except for the last day (08.05.2013), which will close at 14.00.Subscriptions in the Primary Offer:Tranche A Bonds offer: The Tranche A Bonds will be issued in an aggregate principalamount of up to Euro 18,938,347.80 consisting of 31.563.913 Bonds, and are reserved forsubscription by International Finance Corporation as Lead Investor pursuant to the TrancheA Bond Subscription Agreement. In accordance with the Tranche A Bond SubscriptionAgreement, IFC agreed to subscribe and buy all Tranche A Bonds, subject to the conditionsprecedent and the termination provisions stipulated in Annex 1 to the Prospectus.The Issuer and the Lead Investor concluded a Tranche A Bond Subscription Agreementunder English law which documents the agreement of the Issuer to reserve the Tranche ABonds for the Lead Investor. The Tranche A Bond Subscription Agreement contains certainundertakings by the Issuer detailed in the Undertakings provided in Annex 2A to theProspectus which mainly represent standards which will increase the performance of the112