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

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Provided that these indemnities can be claimed in the bankruptcy procedure of the Issuertogether with the principal claim and subordinated to any other unsubordinated claims, incompliance with the Regulation 18/2006 and any supplementary Tier II Capital legislation; TheIssuer agrees to indemnify the Bondholders for damages arising out of (i) any untrue statementcontained in the Prospectus or any of the Bonds Agreement or any omission to state a materialfact necessary to make the statements therein not misleading; (ii) any misrepresentation orbreach by the Issuer of any of its representations and warranties and/or obligations arising underor relating to the Prospectus, the Bonds Agreement, the Bonds,, the Terms and Conditions of theBonds (iii) any restriction, delay, dilution or other limitation on the exercise of the Bondholders’conversion rights (iv) any cancelation, withdrawal or invalidation of any Authorizationnecessary, required or advisable pursuant to the Issuer’s Articles of Association , Regulation18/2006 and supplementary legislation or the applicable law in connection with the Offer, theissue and sale of the Bonds, including without limitation, any extra ordinary general meeting(EGM) resolution and/or Board of Directors’ decision approving the creation, issue and sale ofthe Bonds and/or execution of any Offer document and/or Bonds Agreement , including failureto convene a new EGM to reinforce the mandate the Board of Administrations to increase theshare capital and issue the Shares to the converting Bondholder, if needed.4. Policy Undertakings(a) Undertakings by the Bank contained in the policy rights annex of the Tranche A BondSubscription Agreement related to environmental and insurance aspects, which can bemade available by the Bank upon request of a Bondholder. These undertakings areeffective for as long as the Bonds are outstanding and continue to be in force afterthe conversion of the Bonds into Shares.(b) undertaking by BT to adopt the above mentioned undertakings as policies of the Bankadopted by the Board of the Bank and presented to the shareholders of the Issuer at the nextExtraordinary General Meeting immediately following the Issue Date with a proposal for theBank to adopt these policies as Bank Policies and to amend the Articles of Association of theBank to reflect them accordingly.5. Other UndertakingThe Bank to undertake that its business, activities and investments, and cause each of itssubsidiaries to undertake their business, activities and investments, in compliance withapplicable law;- The Issuer agrees and undertakes to the Tranche A Purchaser that the Issuer shall ensure that,upon the conveyance of Ordinary General Meeting of the Shareholders of the Issuer to be held ata time following the date of the Tranche A Bond Subscription Agreement and having on the130
agenda the election of the members of the Board of Directors, the Tranche A Purchaser will begranted the right to propose an independent director to be elected as member of the Board ofDirectors, subject to the requirements of, and in accordance with, the applicable law.- EGMS Resolution. The Issuer agrees and undertakes to the Tranche A Purchaser that, not laterthan January 2015, the Issuer shall arrange for a EGMS to be called with a view to reiterate thatthe Bonds will not be admitted to trading and a EGMS to be called anytime needed throughoutthe life of the Bonds to extend the powers of the Board of Administration to increase the sharecapital and issue of shares upon conversion if limited in time, to cover the period until the finalmaturity of the Bonds. .131
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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
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Doca Nevenca ZorancaRelationsExecut
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ecomes the Head of the Arbitration
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• Providing means of open communi
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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 and 122: The Offer is considered successfull
Page 123 and 124: ANNEX 1Conditions of the Tranche A
Page 125 and 126: (i) the Tranche A Purchaser shall h
Page 127 and 128: In case of termination of the Tranc
Page 129: (xii) a Foreign Currency Maturity G
Page 133 and 134: (f) the creation, issue, sale, and
Page 135: ANNEX 4Conversion Notice FormTo:BAN
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BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

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