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

Bank for the benefit of the Bondholders. In accordance with the Tranche A BondsSubscription Agreement, the Lead Investor’s obligation to buy Bonds is subject to certainconditions precedent, as detailed in Annex 1 to this Prospectus. Likewise, the Lead Investorhas the right to terminate the Tranche A Bonds Subscription Agreement before itssubscription within the Primary Offer, if certain events such as those detailed in Annex 1 tothis Prospectus occur. In case of termination of the Tranche A Bonds SubscriptionAgreement, the purchaser of Tranche A shall not be entitled to subscribe to the Tranche BBonds.. Furthermore, the Lead Investor is entitled to certain fees that have been outlined inSection ”Pricing” in Section 3 Offer Conditions, in II. Bonds Terms and Conditions of thisProspectus and that concern its role as Lead Investor investing in the reserved Tranche ABonds.Tranche B Bonds offer: The Tranche B Bonds will be the unsubscribed Bonds from the PreemptiveOffer and excluding the ones subscribed in Tranche A Bonds.Only Qualified Investors can subscribe in this tranche BThe results of the Pre-emptive Offer and the number of the Bonds object of the PrimaryOffer, i.e. the number of the Bonds of Tranche A and, respectively, Tranche B will beannounced through a press release in a national newspaper on the first Business Day of thePrimary Offer.Following the closing of the Pre-emptive Offer, the Lead Investor may subscribe forTranche A Bonds and Qualified Investors may subscribe for Tranche B Bonds, in thePrimary Offer respectively, beginning on the first Business Day after the closing of the PreemptiveOffer, from 09.05.2013 until 21.05.2013 at the broker’s head offices the CNVMauthorizedagencies of BT Securities from 9.00-16.00 each Business Day, except for theOffering closing day, which will close at 14.00;The Lead Investor is entitled to subscribe in the Primary Offer up to Euro 18,938,347.80consisting of up to 31,563,913 Bonds.The Lead Investor may exercise its right to subscribe in the Pre-emptive Offer up to its prorata share of its shareholding in the Issuer and during the Pre-emptive Offer Period on theterms of this Prospectus. The Lead Investor can then subscribe up to maximum Euro18,938,347.80 within the Primary Offer Period, where those Tranche A Bonds would bereserved and allocated to the Lead Investor regardless of Tranche B subscription bids, on theterms of this Prospectus and the Tranche A Bond Subscription Agreement.Upon the subscription by the IFC of the Tranche A Bonds, but no later than the last day ofthe Offer, 10:00 a.m. (Bucharest time), the Issuer shall send a current report to BVB on theperformance of the subscription to Tranche A Bonds.On the last day of the Offer, if IFC has not subscribed the Tranche A Bonds, they shall beallocated to the Tranche B Bonds. The Issuer, on the same day, by 10:00 a.m. (Bucharesttime) shall send a current report to BVB mentioning the allotment of the Tranche A Bondsto Tranche B Bonds. This current report on the reallocation of the Tranche A Bonds toTranche B Bonds shall not and cannot be considered an amendment to the Prospectus.113