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

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ANNEX 3Audited consolidated financial statements and the Auditors’ reports for 2009, 2010, 2011Individual financial statements for Quarter 3 2012Please see the attached documents.134
ANNEX 4Conversion Notice FormTo:BANCA TRANSILVANIA S.A. CLUJ-NAPOCANOTIFICATIONI, the undersigned________________________________________ holder of (identificationdocuments)__________________________, in my capacity as holder of subordinated unsecuredconvertible Bonds of 2013, due in 2020, issued by Banca Transilvania S.A. (the “Bonds”), inprincipal amount of EUR […..], in accordance with the account statement issued by the CentralDepository,subject to the provisions laid down in the Prospectus for the Public Offering of Bonds,having regard to the publishing by the Bank of the notification regarding the Price-fixingDate/Liquidity Date,I hereby irrevocably and unconditionally express my intention to convert: [choose one of thefollowing options] (i) all [….] Bonds that I hold, with a principal amount of Euro […..]; or (ii) anumber of [……] Bonds with a principal amount of Euro [….] (min. Euro 500,000) from thetotal principal amount of Euro [……] of the Bonds that I hold, and at the same time request theissuance and transfer by the Bank of the Shares that I am entitled to through this conversion.I hereby declare that I acknowledge the fact that the number of Shares I am entitled to, based onthis conversion notice shall be determined by dividing the lei equivalent of the outstandingprincipal amount I have chosen to convert, based on an exchange rate equal to the SpotExchange Rate at the Price-fixing Date or the Liquidity Date, at the Conversion Price.The terms in capital letters, undefined in this notification shall have the meanings allocated tothem in the Prospectus for the Offering of 50,000,000 subordinated unsecured convertible Bondsof [2013].BondholderDateTRANSLATOR’S EXPLANATORY NOTE: The above translation of the prospectus isprovided as a free translation from Romanian which is the official and binding version.135
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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
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manager for SME loans/ designated s
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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 and 130: (xii) a Foreign Currency Maturity G
Page 131 and 132: agenda the election of the members
Page 133: (f) the creation, issue, sale, and
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BANCA TRANSILVANIA S.A. Romanian joint-stock company ...

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