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

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y Mr. Rares Nilas, General Manager, accepts the responsibility for the contents of theProspectus and confirms that the information contained herein is accurate, and that they donot contain omissions that could affect significantly the contents of the Prospectus.4. ADMISSION TO TRADING AND TRADING METHODSThe Issuer does not intend to trade its Bonds at the BVB, and the Bonds will not be admittedfor trading on a regulated market or any other trading platform (alternative, multilateraltrading facilities), and according to its knowledge, there are no other regulated markets oralternative systems where securities of the same class with the bid are admitted to trading.Nor is there a firm commitment between the Issuer and another brokerage companyregarding the trading of securities on the secondary market for the provision of liquidity bydisplaying quotations of sale and purchase.5. ADDITIONAL INFORMATIONNo opinions of a consultant were used in the drafting of this note.ISSUER,BANCA TRANSILVANIA S.A.Deputy CEONicolae Tarcea[illegible signature]BROKERBT SECURITIES S.A.General ManagerRareş Nilaş[illegible signature]Deputy CEOLuminiţa Runcan[illegible signature]122
ANNEX 1Conditions of the Tranche A Purchaser’s ObligationsConditions of the Tranche A Purchaser's Obligations.The obligation of the Tranche A Purchaser to purchase the Tranche A Bonds pursuant to theTranche A Bond Subscription Agreement is subject to the following conditions precedent listedbelow, with the observance by the Issuer of the applicable legislation regarding equal treatmentof investors as regards disclosure of information, and further provided that the Issuer ensures thatnothing in the documents received by IFC shall contain any “privileged” information ( as suchterm is defined by the Capital Markets Law).As of the First Business Day of the Primary Offer:(a) The Prospectus as authorized by CNVM is in form and substance acceptable to IFC;and (ii) the other Bond Agreements, as signed are in form and substance acceptable toIFC;(b) the Tranche A Purchaser shall have received a certificate signed by any two (2)Authorized Representatives of the Issuer, or any other officer duly designated by any of theabove, dated the date of the start of the Primary Offer Period, to the effect that:(i) the representations and warranties of the Issuer contained in the Tranche A BondSubscription Agreement and the Prospectus are true and correct at the start of the PrimaryOffer Period as though made at and as of the start of the Primary Offer Period; and(ii) each of the Issuer and the Broker has performed all of its respective obligations tobe performed under the Tranche A Bond Subscription Agreement and/or under theBrokerage and Distribution Agreement, and the Paying Agent Agreement and theRegistrar Agreement, as applicable, required to be performed or satisfied on or prior to;the start of the Primary Offer Period;123
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Interest expense -921,954 -897,963
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Placements with banks 1,059,394 566
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activities".B.16 To the extent know
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Subject to the provisions laid down
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(assuming that there is no conversi
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after the close of the Pre-emptive
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Tranche A Bonds to Tranche B Bonds.
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“Lead Manager”,"Broker" or "BTS
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estructuring, liquidation, dissolut
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"PrimaryOffer Period""Reference Pag
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I. REGISTRATION DOCUMENT1. LIABLE E
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Distributable to:Equity holders of
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pace under the current market condi
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OWN FUNDS LEVEL II 203 154 78 48 36
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The table below presents the struct
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1-3 years 810,462 16%3-5 years 549,
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macro-economical environment is sti
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• creation and constant maintenan
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Banca Transilvania’s strategy for
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y a low level of liquidity. Further
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investment will have on the potenti
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5. INFORMATION ABOUT THE ISSUERHist
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solution. This client service appro
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anches (I+II)CREDITCOOP 796,3 0,2 8
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After temporary downward pressure o
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company proposes financing solution
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Until December 31, 2011 the units h
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ORGANISATIONAL CHART OF BANCA TRANS
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8. INFORMATION ON TRENDS8.1. Statem
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Mr. Peter Morris Franklin was born
Page 71 and 72: Doca Nevenca ZorancaRelationsExecut
Page 73 and 74: ecomes the Head of the Arbitration
Page 75 and 76: • Providing means of open communi
Page 77 and 78: Technical Committee for the Managem
Page 79 and 80: manager for SME loans/ designated s
Page 81 and 82: 11. MAIN SHAREHOLDERSAs at 30.12.20
Page 83 and 84: LeiLeiInterest income 1.856.372 1.8
Page 85 and 86: LiabilitiesDeposits from banks 251.
Page 87 and 88: contributionDistribution to statuto
Page 89 and 90: Consolidated cash flow statementFor
Page 91 and 92: Less accrued interest -2.019 -3.588
Page 93 and 94: Tangible assets 275.174 266.586 1,0
Page 95 and 96: According to the Articles of Associ
Page 97 and 98: II. BONDS TERMS AND CONDITIONS1. BA
Page 99 and 100: The Bonds are direct, unconditional
Page 101 and 102: payments accrued and unpaid have be
Page 103 and 104: Agent to the Bondholders registered
Page 105 and 106: marketV d is the number of Shares t
Page 107 and 108: 7. NoticesExcept as otherwise provi
Page 109 and 110: Bond Registry in accordance with th
Page 111 and 112: In accordance with the Agreement da
Page 113 and 114: Bank for the benefit of the Bondhol
Page 115 and 116: e returned to the subscribers in 10
Page 117 and 118: Bonds may be subscribed during the
Page 119 and 120: 12. IFC• A copy of the Romanian L
Page 121: The Offer is considered successfull
Page 125 and 126: (i) the Tranche A Purchaser shall h
Page 127 and 128: In case of termination of the Tranc
Page 129 and 130: (xii) a Foreign Currency Maturity G
Page 131 and 132: agenda the election of the members
Page 133 and 134: (f) the creation, issue, sale, and
Page 135: ANNEX 4Conversion Notice FormTo:BAN
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