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

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Banca Transilvania’s strategy for lowering exposure to operational risk is based on:permanent compliance of internal regulations with legal regulations and market conditions,personnel training, IT upgrades and consolidation of security systems, taking measures tolimit/reduce the effects of operational risk incidents, applying recommendations andconclusions resulted from the abovementioned controls, and updating continuity plans.To limit the effects of operational risk, the Bank also considered taking out specificinsurance policies.Reputational RiskReputational risk is the current or future risk that the Bank’s profit and capital may benegatively affected as a result of the unfavourable perception of the Bank’s brand bycustomers, counterparties, shareholders, investors or regulators.The Group’s objective regarding reputational risk management is to ensure themaintenance/consolidation of the Bank’s good brand image, in line with the Bank’s strategyand values.Reputational risk management is a permanent process coordinated by the structuresestablished to undertake actions to maximize the Group’s reputation, in corroboration withthe sustainable development of the Group’s business.Strategic RiskStrategic risk is the impact on earnings or capital arising from changes in the businessenvironment, adverse business decisions, improper decision implementation or lack ofresponsiveness to economic changes.Strategic risks are approached based on the following qualitative elements:• risk management practices are integral part of strategic planning;• exposure to strategic risk reflects planned objectives which are not excessivelyaggressive and are compatible with the business policies;• Business initiatives are well conceived and supported through adequatecommunication channels, operating systems and delivery networks.Banking LawsThe Bank must comply with the Banking regulations, including such applicable normsrelated to lending limits and investment activities and with the regulations regarding thecompliance with certain financial ratios. The Romanian Banking regulations have46
undergone significant changes over the last years. Amendments to the existing legislation orenactment of new regulations may bear a major negative impact on the Bank’s activity, itsfinancial conditions or operational earnings.4.3. Risks related to the Bank and the BondsBusiness Environment; Dependence on Romanian EconomyThe activity of the Bank depends on the Romanian economy, but not to a greater extent thanthe activity of the other Romanian Banks of the same size. Therefore, despite the prudentpolicy of the Bank, the financial performance of the Bank (especially its capacity toincrease its profits) depends on the development of the Romanian economy.The economic situation of Romania, afflicted by the recession it has been undergoing since2008, showed the first positive signs at the end of 2011, when it registered a slight growth.Following the financial consultancy services contracted by the Romanian Government fromthe International Monetary Fund (2009), the Government adopted a series of legislativemeasures aiming at economic reform, which led to a more stable economy in early 2011, asconfirmed by the evaluation report submitted by the IMF.Also, the International Monetary Fund has cut the government bond risk in August 2012,after most of the political conflicts had been settled once the final decision of thereferendum from 29 th of July was known, according to BNP Paribas.The IMF and Romania reached a staff-level agreement to unlock the next tranche of aprecautionary 5 billion-Euro ($6.2 billion) loan, as established on Aug. 14 after a review ofthe country’s loan accord. The leu is slightly undervalued and has scope to appreciateA possible delay in Romania’s stabilization and economic growth could be detrimental tothe macro-economic results of Romania, and consequently to the Bank’s activity, itsfinancial conditions or operational earnings.Liquidity of the Bonds and the SharesAt this time, the Bank does not intend to list the Bonds for trading on the BVB. If at somepoint in the future, the Bank does list the Bonds on the BVB, no guarantee can be givenregarding the liquidity of the Bonds or their trading value on the secondary market.Moreover, the BVB is a rather new and small stock exchange, and has the similar issues asother small stock exchanges in emerging countries with respect to the fragility and volatilityof the market and value of the quoted securities. The Bonds and the Shares may beinfluenced by these factors.In addition, the market for quoted bonds on the BVB is particularly small and characterized47
Page 8: Interest expense -921,954 -897,963
Page 11 and 12: Placements with banks 1,059,394 566
Page 13 and 14: activities".B.16 To the extent know
Page 15 and 16: Subject to the provisions laid down
Page 17 and 18: (assuming that there is no conversi
Page 19 and 20: after the close of the Pre-emptive
Page 21: Tranche A Bonds to Tranche B Bonds.
Page 24 and 25: “Lead Manager”,"Broker" or "BTS
Page 26 and 27: estructuring, liquidation, dissolut
Page 28 and 29: "PrimaryOffer Period""Reference Pag
Page 30 and 31: I. REGISTRATION DOCUMENT1. LIABLE E
Page 32 and 33: Distributable to:Equity holders of
Page 34 and 35: pace under the current market condi
Page 36 and 37: OWN FUNDS LEVEL II 203 154 78 48 36
Page 38 and 39: The table below presents the struct
Page 40 and 41: 1-3 years 810,462 16%3-5 years 549,
Page 42 and 43: macro-economical environment is sti
Page 44 and 45: • creation and constant maintenan
Page 48 and 49: y a low level of liquidity. Further
Page 50 and 51: investment will have on the potenti
Page 53 and 54: 5. INFORMATION ABOUT THE ISSUERHist
Page 55 and 56: solution. This client service appro
Page 57 and 58: anches (I+II)CREDITCOOP 796,3 0,2 8
Page 59 and 60: After temporary downward pressure o
Page 61 and 62: company proposes financing solution
Page 63 and 64: Until December 31, 2011 the units h
Page 65 and 66: ORGANISATIONAL CHART OF BANCA TRANS
Page 67 and 68: 8. INFORMATION ON TRENDS8.1. Statem
Page 69 and 70: 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 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 and 134:
(f) the creation, issue, sale, and
Page 135:
ANNEX 4Conversion Notice FormTo:BAN
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