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

Method of payment: principal and interest payments in respect of the Bonds will bemade on the relevant Interest Payment Date and/or Redemption Date, as applicable, bythe Paying Agent to the Bondholders registered in the Bond Registry as of the applicableRecord Date• Where the rate is not fixed, description of the underlying grounds thereofFloating rate determined semi-annually with reference to the EURIBOR 6month"Spread" set at 6.25%plus a• Maturity date and the arrangements for the amortisation of the loan, includingthe repayment proceduresMaturity/Redemption: Outstanding Bonds which have not been converted into Shareswill be redeemed in their principal amount after seven years, on the date which will beseven years after the Issue Date. The maturity will not exceed 7 years. The Bonds maynot be pre-paid or redeemed prior to the Redemption Date and Bondholders will have nooption to accelerate payment, except in an Event of Default;• Conversion rights:It shall be possible to convert outstanding Bonds into Shares, at the Bondholder’s option(i) by sending a Conversion Notice in the form of Annex 4 within (30) days from a PriceFixing Date or (ii) by sending a Conversion Notice in the form of Annex 4 within 90days immediately following a Liquidity Event Date. For the avoidance of doubt, theIssuer shall mention the exact Conversion Date in the notification towards Bondholdersto be sent at least 15 days before the Price Fixing Date or within five (5) days after aLiquidity Event Date.The Conversion shall occur at a price per Share to be determined on the applicable PriceFixing Date or Liquidity Event Date, equal to the average between the highest andlowest daily price of the Shares on the Spot Regular Market, weighted by the dailytrading volume on the Spot Regular Market over the 90 days on which the Shares weretraded on the BVB, immediately prior to the applicable Price Fixing Date or LiquidityEvent Date.The conversion rights expire at the later of (i) Bond maturity or (ii) final repayment ofthe Bond.In case the conversion option is exercised, the related interest becomes due on the 3 rdBusiness Day after the Shares Issue Date immediately following the relevant ConversionDate and the interest will be paid for the period between the previous Interest PaymentDate and the applicable Shares Issue Date, excluding the Shares Issue Date.• An indication of yieldThe annual gross yield at maturity is calculated based on the Issue Price16