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BANCA TRANSILVANIA S.A.

Romanian joint-stock company registered under no. J12/4155/16.12.1993 Central headquarters: Cluj-Napoca, 8 G. Baritiu Street, Romania

PROSPECTUS FOR THE OFFERING OF

50,000,000 SUBORDINATED UNSECURED

CONVERTIBLE BONDS OF 2013, DUE 2020

each with a face value of EUR 0.60

and a floating annual interest rate based on

EURIBOR 6 month + a spread set at 6.25%

convertible into shares of Banca Transilvania S.A.

Period of the Offer: 09.04.2013-08.05.2013; 09.05.2013-21.05.2013 Approved by CNVM by decision no. 304 of 04.04.2013

Lead Manager, Distribution Agent and Paying Agent

The approval affixed to this public offering Prospectus does not represent a guarantee or imply any other form of assessment by the National Securities Commission of the transaction merits, advantages, disadvantages, profit or risks involved by the acceptance of the offering. The approval decision certifies only the compliance of the Prospectus with the law and norms adopted for the enforcement thereof.

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NOTE TO INVESTORS

This Prospectus includes information related to the offering of 50,000,000 subordinated unsecured convertible Bonds of 2013, due 2020 in the aggregate principal amount of Euro 30,000,000 issued by Banca Transilvania S.A. and intermediated by BT Securities S.A.. The information contained in this Prospectus has been released by the Issuer or derives from public sources, as indicated herein. The Broker conducted no independent verification, nor gave its own interpretation to this data, and it can offer no express or implicit warranty regarding the correctness and completeness of this information provided by the Bank; nothing contained in this Prospectus shall be construed as the Broker’s recommendation to invest or as an educated opinion with regard to the Issuer’s situation. Investors are recommended to take decisions based on their own analysis of the Bank, the banking environment in general and Romania’s situation in particular, considering the advantages and risks highlighted in this Prospectus. The Bank’s estimates, prospects and plans set forth in this Prospectus are given in good faith and cannot be viewed as commitments on the part of the Issuer. No person has been authorized to supply any information or make any representations other than those contained in this Prospectus, and if given or made, such information or representation must not be relied upon as having been authorized by the Bank or the Broker. None of the information provided by the Bank regarding the Bank contained in this Prospectus shall be construed as a representation or analysis by the Broker. Upon review of this Prospectus, the Bank confirms that, to its knowledge, the Prospectus discloses all material information with respect to the Bank and the Bonds, such information is true and accurate in all material respects, all opinions, expectation and intentions of the Bank expressed in this Prospectus are made in good faith and there is no other fact or aspect that has not been disclosed in this Prospectus (i) that would be necessary for investors to properly evaluate the assets, liabilities, financial status and rights deriving from the Bonds; (ii) the omission of which would result in the statements contained in this Prospectus being misleading in certain relevant aspects of the Bank's activity; and (iii) that, in the context of the offer, is material and should be included in the Prospectus. In addition, the Bank confirms that the "Prospectus Summary" included in this Prospectus accurately reflects the information included in the Prospectus, and is not contradictory to other parts of the Prospectus. However, it is strongly recommended that potential investors review the entire Prospectus prior to making any investment decision. The National Securities Commission authorized this Prospectus by decision No. 304 of 04.04.2013.

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The authorization notice affixed to this Prospectus does not represent a guarantee or other form of assessment by the National Securities Commission of the merits, advantages or disadvantages, profit or risks of the transactions to be performed by accepting the offering subject matter of the approval notice; the authorization notice only certifies the compliance of the offer with the legislation and norms adopted for the enforcement thereof. When deciding whether to invest in the Bonds offered through this offering or not, investors must rely on their own analyses with respect to the Bank, the terms of the offer, including the related advantages and risks (please see the "Risk Factors" section of this Prospectus). Potential investors must not construe the contents of the Prospectus as a recommendation to invest or as a recommendation with respect to the legal and financial aspects. Each Bond subscriber must be aware of and comply with all relevant laws and regulations in force and must obtain all necessary approvals and permits in this respect. Neither the Bank nor the Broker is responsible with respect to this matter. This Prospectus does not constitute an offer or invitation made by the Bank or on behalf of the Bank or the Broker to subscribe for Bonds in any jurisdiction where such offer or invitation is not authorized or is illegal or to investors that may not legally subscribe. The persons obtaining this Prospectus are requested to be aware of the restrictions and limitations of the offer and to comply with such restrictions and limitations. The Bonds will be offered in Romania through an offering that addresses only to the existing shareholders of the Issuer, registered in the Shareholders’ Register as at the Registration Date of 21 May 2012 and Qualified Investors as defined in the Capital Market Law and the Romanian regulations. The Bonds have not been offered or sold and will not be offered or sold directly or indirectly to any other person in Romania and the Prospectus or any other offer material regarding the Bonds has not been distributed or caused to its distribution and will not be distributed or not will determine its distribution to other people in Romania, directly or indirectly. In some countries the distribution of this Prospectus or the offer or sale of the Bonds may be subject to specific rules. Individuals or legal persons in possession of this Prospectus are required to inform themselves about and to comply with any such restrictions a. The Issuer represents to investors that the only persons responsible for the drawing the Prospectus are the Bank and BT Securities and no other person is involved or accepts liability for the Prospectus. Upon the review of this Prospectus, each of the Bank, represented by Mr. Nicolae Tarcea, Deputy CEO and BT Securities, represented by Mr. Rares Nilas, General Manager, accepts the

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liability for the contents hereof and confirms that the information supplied in this Prospectus is true and accurate and that there are no omissions or false statements. The Prospectus and its Annexes may be reviewed at the Broker’s headquarters (Cluj-Napoca, Bld. 21 Decembrie 1989, nr.104, et 1) and the headquarters of the Issuer (Cluj-Napoca, G. Baritiu Str. No.8, 2nd floor).

NOTE ABOUT FORWARD-LOOKING STATEMENTS Some of the statements in this Prospectus constitute forward-looking statements regarding the future prospects of Banca Transilvania. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those listed under "Risk Factors" and elsewhere in this Prospectus. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "outlook," "potential" or "continue" or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee any future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Prospectus.

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TABLE OF CONTENTS PROSPECTUS SUMMARY........................................................................................................6 DEFINITIONS.............................................................................................................................22 I. REGISTRATION DOCUMENT............................................................................................29 1. LIABLE ENTITIES...................................................................................................................29 2. BANK’S AUDITOR..................................................................................................................29 3. SELECTED FINANCIAL INFORMATION............................................................................30 4. RISK FACTORS.......................................................................................................................38 5. INFORMATION ABOUT THE ISSUER.................................................................................49 6. OVERVIEW OF ACTIVITIES.................................................................................................51 7. THE ORGANIZATIONAL STRUCTURE...............................................................................56 8. INFORMATION ON TRENDS................................................................................................63 9. BODY OF ADMINISTRATION, MANAGEMENT AND SUPERVISORY.........................64 10. THE FUNCTIONING OF THE ADMINISTRATION AND MANAGEMENT BODIES....70 11. MAIN SHAREHOLDERS......................................................................................................77 12. FINANCIAL INFORMATION ON THE ASSETS, FINANCIAL STATEMENTS AND REPORTS OF THE ISSUER........................................................................................................78 13. ADDITIONAL INFORMATION............................................................................................90 14. IMPORTANT AGREEMENTS..............................................................................................92 15. THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTEREST...............................................................................................................................92 16. DOCUMENTS ON PUBLIC DISPLAY.................................................................................93 II. BONDS TERMS AND CONDITIONS.................................................................................94 1. BASIC INFORMATION..........................................................................................................94 2. INFORMATION REGARDING SECURITIES THAT ARE TO BE OFFERED...................94 3. OFFER CONDITIONS...........................................................................................................110 4. ADMISSION TO TRADING AND TRADING METHODS.................................................120 5. ADDITIONAL INFORMATION............................................................................................121 III. ANNEXES ANNEX 1- CONDITIONS OF THE TRANCHE A PURCHASER’S OBLIGATIONS..........................................................................................................................122 ANNEX 2A – UNDERTAKINGS..............................................................................................126 ANNEX 2B –REPRESENTATIONS ………………………………………………………….130 ANNEX 3 - FINANCIAL STATEMENTS AND AUDITORS’ REPORTS…………………..132 ANNEX 4 – CONVERSION NOTICE FORM………………………………………………...133

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PROSPECTUS SUMMARY This summary includes disclosure requirements known as "Elements". These Elements are numbered as Sections AE (A.1. - E.7). The summary contains all the information required to be included in a summary of the Bonds and the Issuer. Since it is not necessary to present some of the Elements, there may be a lack of numbering of the Elements. Even if it is necessary to introduce an element in this summary as of the nature of the Notes, the Issuer may not be able to provide relevant information on each element. In this case, the summary contains a brief description of the element and it shall have the "Not Applicable" remark to the right. Section A: Introduction and warnings A.1 The potential investors are warned about the fact that:

• This summary should be read as an introduction to the Prospectus; • Any decision to invest in the securities should be based on consideration of the

Prospectus as a whole by the investor; • Where a claim relating to the information contained in the Prospectus is brought

before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated; and

• Civil liability attaches only to those persons who have tabled the summary including its translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities or not.

A.2. • Consent by the Issuer or person responsible for drawing up the Prospectus to the use of the Prospectus for subsequent resale or final placement of securities by financial intermediaries.

• Indication of the offer period within which subsequent resale or final placement of securities by financial intermediaries can be made and for which consent to use the Prospectus is given. Not applicable

Section B: Issuer and any guarantor B.1 The legal and commercial name of the Issuer: Banca Transilvania S.A. B.2 • The domicile: Cluj-Napoca, 400027, Cluj County, G.Baritiu Street no.8

• The legal form: Stock company • The legislation under which the Issuer operates: The Romanian law • Country of incorporation: Romania

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B.4b A description of any known trends affecting the Issuer and the industries in which it operates. Not applicable.

B.5 If the Issuer is part of a group, a description of the group and the Issuer’s position within the group. In 2003, Banca Transilvania formed a financial group to offer integrated financial services. The financial group includes the following subsidiaries: BT Securities S.A., BT Leasing Transilvania IFN S.A., BT Investments S.R.L., BT Direct IFN S.A., BT Building S.R.L., BT Asset Management S.A.I. S.A., BT Solution Agent de Asigurare S.R.L., BT Asirom Agent de Asigurare S.R.L., BT Intermedieri Agent de Asigurare S.R.L., BT Safe Agent de Asigurare S.R.L., BT Compania de Factoring S.R.L., BT Finop Leasing S.A., BT Medical Leasing IFN S.A., Rent-a-Med S.R.L. and BT Leasing MD S.R.L. Banca Transilvania is part of the Banca Transilvania Group, which includes the parent-Bank and its subsidiaries headquartered in Romania, Republic of Moldova and Cyprus. The main activity of the Group resides in the provision of banking and financial services to individuals and legal entities. Such services include: account and deposit opening, internal and external payments, forex operations, current activity financing, medium-term financing, bank letters of guarantee, letters of credit and financial consulting to small- and medium-sized enterprises which operate in Romania.

B.9 Where a profit forecast or estimate is made, state the figure. Not applicable.

B.10 A description of the nature of any qualifications in the audit report on the historical financial information Not applicable.

B.12 Selected historical key financial information regarding the Issuer, presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period accompanied by comparative data from the same period in the prior financial year except that the requirement for comparative balance sheet information is satisfied by presenting the year-end balance sheet information. The Group’s financial statements for the financial year ended 31 December 2011, 31 December 2010 and 31 December 2009 consist of the financial statements of Banca Transilvania S.A. and those of its subsidiaries, which together form the Group: Consolidated Profit and Loss Account For the financial year ended 31 December

2011Thousand

Lei

2010 Thousand Lei

2009Thousand

LeiInterest income 1,856,372 1,894,260 2,109,440

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Interest expense -921,954 -897,963 -1,355,111Net interest income 934,418 996,297 754,329Fee and commission income 436,026 421,645 417,098Fee and commission expense -53,868 -46,735 -46,293Net fee commission income 382,158 374,910 370,805Net income from financial operations

111,613 118,969 143,201

Other operating income 61,524 51,719 48,316Operating income 1,489,713 1,541,895 1,316,651Net expense with asset provisions, other debts and lending commitments

-315,849 -646,965 -490,784

Personnel expenses -390,262 -373,371 -348,999Depreciation and amortization -63,787 -60,897 -68,042Other operating expenses -364,386 -306,888 -299,957Operating expenses -1,134,284 -1,388,121 -1,207,782Profit/Loss from associates 0 4,741 10,298Profit from the sale of associates and jointly controlled companies

- 38,596

Profit before tax 355,429 158,515 157,763Corporate tax expense -58,181 -24,531 -21,048Profit for the financial year 297,248 133,984 136,715Profit distributable to: The Bank’s equity holders 297,019 133,794 138,323Profit distributed to non-controlling interests

229 190 -1,608

Profit for the financial year 297,248 133,984 136,715Basic earnings per share 0.1840 0.0801 0.1038Diluted earnings per share 0.1840 0.0801 0.1038

The financial statements included in the Consolidated Profit and Loss Account, for the financial year ended 31st December have been audited. Consolidated statement of financial position For the financial year ended 31 December

2011Thousand

Lei

2010 Thousand Lei

2009Thousand Lei

Assets Cash and cash equivalents 4,550,256 3,701,125 3,186,997Placements with banks 778,977 1,237,155 1,535,915

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Financial assets at fair value through profit and loss

140,551 111,977 44,865

Loans and advances to customers 13,977,655 12,215,792 11,481,759Net lease investments 207,388 223,617 271,312Investment securities, available for sale

5,816,778 3,780,997 2,573,466

Investment securities, held to maturity

819 820 11,654

Investments in associates - - 42,404Property and equipment 297,531 287,570 305,000Intangible assets 70,555 48,875 12,389Goodwill 376 8,369 8,369Receivables related to deferred income tax

28,163 30,454 16,719

Other assets 139,764 83,501 122,181Total assets 26,008,813 21,730,252 19,613,030 Liabilities Deposits from banks 251,181 333,194 259,134Deposits from customers 20,257,251 17,279,132 14,989,199Loans from banks and other financial institutions

2,592,982 1,593,295 2,160,404

Other subordinated liabilities 260,148 257,553 253,665Debts – securities issued - 0 1,262Other liabilities 255,384 177,114 111,332Total liabilities 23,616,946 19,640,288 17,774,996 Equity Share capital 1,860,159 1,560,500 1,176,237Treasury shares -2,118 -256 -333Share premiums 732 0 97,684Carried forward earnings 303,268 301,088 354,157Re-evaluation reserve 35,544 28,291 22,543Other reserves 192,248 198,230 179,948Total equity distributable to equity holders of the Bank

2,389,833

2,087,853 1,830,236

Non-controlling interest 2,034 2,111 7,798Total equity 2,391,867 2,089,964 1,838,034Total liabilities and equity 26,008,813 21,730,252 19,613,030

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The financial statements included in the Consolidated statement of financial position for the financial year ended 31st December table, have been audited The Banca Transilvania Individual Financial Statements as of Q3 2012 Individual Profit and Loss Account For the financial Q3 2012

Q3 2012Thousand Lei

Q3 2011 Thousand Lei

Q32012/Q3 2011 %

Interest income 1,506,577 1,341,881 1.12Interest expense (798,066) (694,540) 1.15Net interest income 708,511 647,341 1.09Fee and commission income 358,371 322,686 1.11Fee and commission expense (44,125) (36,345) 1.21Net fee commission income 314,246 286,341 1.10Net income from financial operations

100,912 73,345 1.38

Other operating income 33,867 14,761 2.29Operating income 1,157,536 1,021,788 1.13Personnel expenses (313,382) (278,044) 1.13Depreciation and amortization (35,055) (36,927) 0.95Other operating expenses (268,534) (233,369) 1.15Operating expenses (616,971) (548,340) 1.13Operating profit 540,565 473,448 1.14Net expense with asset provisions, other debts and lending commitments

(265,737) (219,460) 1.21

Profit before tax 274,828 253,988 1.08Tax expense (9,396) (49,472) 0.19Net profit 265,432 204,516 1.30

The financial statements included in the Individual Profit and Loss Account for the financial Q3 2012 table, have not been audited Individual statement of financial position For the financial Q3 2012

Q3 2012Thousand Lei

Dec 31, 2011 Thousand Lei

Q3 2012/Dec 31, 2011 %

Assets Cash and cash equivalents 4,558,295 4,546,532 1.00

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Placements with banks 1,059,394 566,608 1.87Loans and receivables - debt 77,593 202,819 0.38Financial assets at fair value through profit and loss

38,734 119,521 0.32

Loans and advances to customers - net

15,526,590 14,035,290 1.11

Investment securities, available for sale

7,171,962 5,813,219 1.23

Investment securities, held to maturity

0 819 -

Investments in associates 74,053 69,978 1.06Intangible assets 74,004 69,136 1.07Tangible assets 275,174 266,586 1.03Receivables related to deferred income tax

16,683 26,974 0.62

Other assets 137,491 100,364 1.37Total assets 29,009,973 25,817,846 1.12Liabilities Deposits from banks 265,800 251,181 1.06Deposits from customers 22,833,173 20,280,230 1.13Loans from banks and other financial institutions

2,671,711 2,468,988 1.08

Other subordinated liabilities 276,095 260,148 1.06Other liabilities 324,251 237,495 1.37Total liabilities 26,371,030 237,495 1.12Equity Share capital 1,989,543 1,860,159 1.07Treasury shares -1,997 -1,907 1.05Share premiums 0 732 -Carried forward earnings 369,283 234,983 1.57Re-evaluation reserve 33,548 34,134 0.98Other reserves 248,566 191,700 1.30Total equity 2,638,943 2,319,804 1.14Total liabilities and equity 29,009,973 25,817,846 1.12

The financial statements included in the Individual statement of financial position for the financial Q3 2012 table, have not been audited. A statement that there has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements or a description of any material adverse change.

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Since December 31, 2011, the last audited financial situations presented in the Prospectus there has been no material adverse changes in the prospects of Banca Transilvania. A description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information. Since September 30, 2012, the last financial situations presented in the Prospectus there has been no significant changes in the financial or trading position of Banca Transilvania.

B.13 A description of any recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer’s solvency. For prudential purposes, the IFRS provisioning methodology and Profit and Loss Account for H1 2012 have been audited. Banca Transilvania’s capital adequacy ratio, including the audited profit for H1 2012 continues to be at a comfortable level of 11.27%.

B.14 If the Issuer is part of a group, a description of the group and the Issuer’s position within the group. In 2003, Banca Transilvania formed a financial group to offer integrated financial services. The financial group includes the following subsidiaries: BT Securities S.A., BT Leasing Transilvania IFN S.A., BT Investments S.R.L., BT Direct IFN S.A., BT Building S.R.L., BT Asset Management S.A.I. S.A., BT Solution Agent de Asigurare S.R.L., BT Asirom Agent de Asigurare S.R.L., BT Intermedieri Agent de Asigurare S.R.L., BT Safe Agent de Asigurare S.R.L., BT Compania de Factoring S.R.L., BT Finop Leasing S.A., BT Medical Leasing IFN S.A., Rent-a-Med S.R.L. and BT Leasing MD S.R.L. Banca Transilvania is part of the Banca Transilvania Group, which includes the parent-Bank and its subsidiaries headquartered in Romania, Republic of Moldova and Cyprus. If the Issuer is dependent upon other entities within the group, this must be clearly stated. Not applicable.

B.15 A description of the Issuer’s principal activities. The Bank's main business activity consists of offering banking products and services such as current accounts, cash operations, deposits, loans, discount operations and trading bills acceptance, placements, subscriptions, management of securities portfolios, banking consultancy, negotiation of insurance/reinsurance contracts with insurance companies, settlement of securities and deposit and custody operations for collective placement bodies. In accordance with Article 6 in the Articles of Association, the business activity of the Bank is "NACE 6419 - Other monetary intermediation

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activities". B.16 To the extent known to the Issuer, state whether the Issuer is directly or indirectly owned

or controlled and by whom and describe the nature of such control. The only shareholders holding more than 5% of the Bank’s Shares are the EBRD, which holds 278,100,206 Shares representing 14.6134% of the Bank’s Shares, BANK OF CYPRUS PUBLIC COMPANY LIMITED which holds 98,851,113 Shares representing 5.194373% of the Bank’s Shares and SIF Moldova which holds 95,169,081 Shares representing 5.0008% of the Bank’s Shares. The EBRD is an international organization owned by its member/shareholder countries, the European Community and the European Investment Bank.

B.17 Credit ratings assigned to the Issuer or its debt securities at the request or with the cooperation of the Issuer in the rating process.

Banca Transilvania has been rated by Fitch Ratings Agency since 2009 and the rating awarded in 2009, was confirmed by Fitch Ratings in 2010 and 2011, so at this moment the Bank ratings at Long-term foreign currency Issuer Default (IDR) is “BB-”, short-term foreign currency IDR is “B” and Individual is “D”, Support is “3” and Support Rating Floor is “BB-”. The Outlook for the Long-term foreign currency IDR is Stable.

Section C: Securities C.1 A description of the type and the class of the securities being offered and/or admitted to

trading, including any security identification number. Subordinated unsecured convertible Bonds of 2013, due 2020 to be issued pursuant to this Prospectus, which will be in nominative, dematerialized form, registered in the Bond Registry kept with the Central Depositary, with a nominal value of Euro0.6 each and a total nominal value of up to Euro30,000,000.

C.2 Currency of the securities issue. Euro

C.5 A description of any restrictions on the free transferability of the securities. There are no restrictions on the free transferability of the securities.

C.8 A description of the rights attached to the securities. • Including ranking • Including limitations to those rights

Status, Subordination The Bonds are direct, unconditional, general and unsecured obligations of the Bank ranking pari passu among themselves and without any preference, but the Bonds shall be subordinated and junior in right of payment to the non-subordinated claims of all other creditors, but shall rank pari passu with any subordinated debts of the Issuer, ; provided that, such subordination provisions shall not prevent any holder of the Bonds from exercising the conversion rights under the Bonds set forth in the Prospectus, and no

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deemed payment of any Bond arising out of any exercise of conversion rights shall be prohibited by such subordination provisions. In the event of bankruptcy or liquidation of the Bank, all amounts due under the Bonds shall be subordinated to the prior payment and satisfaction in full of all unsubordinated indebtedness of the Bank admitted in such procedure. The subordination provisions shall be pursuant to the requirements set forth by the NBR to qualify the Bonds as supplementary Tier II Capital of the Bank (own funds of the Bank), i.e. compliant with the NBR’s Regulation 18/2006. For as long as the Bonds are outstanding, the Bank shall not create or permit to be created any mortgage, pledge or other lien or charge on any of its property or assets, as security for any bonds, notes or other evidence of indebtedness heretofore or hereafter issued, assumed or guaranteed by the Bank for money borrowed, but this undertaking of the Bank does not represent an Event of Default pursuant to Regulation 18/2006 and consequently cannot trigger an early repayment, acceleration or increase in the initial costs. Until the date of the first Business Day of the Primary Offer, the Bank will not make any and will not allow the entry into force of any amendment to any of the Bond Agreements that would adversely affect the interests of the Lead Investor in the bonds of Tranche A, and will promptly notify the Lead Investor with respect to the termination or change of any Bond Agreement, [and in reference to any replacement or substitution of the Paying Agent], but failure to comply does not constitute a case of cross default, as defined by Regulation 18/2006 and, consequently, cannot trigger a prepayment, acceleration or increase in the initial costs of the Bonds. Until the date of the Lead Investors’ subscription in the Primary Offer, in case the Lead Investor finds any major violation or any event which proves false or incorrect any of the representations or warranties of the Tranche A Bonds Subscription Agreement, of the Prospectus or any of the Bond Agreements or any other documents referring to the aforementioned, or any failure of the Bank to comply with any undertakings or arrangements in the Tranche A Bonds Subscription Agreement, the Prospectus or any of the Bond Agreements or any other documents referring to the aforementioned, the Lead Investor has the right to terminate the Subscription Agreement, but this does not constitute a case of cross default, as defined by Regulation 18/2006 and, consequently, cannot trigger a prepayment, acceleration or increase in the initial costs of the Bonds. Events of Default The events of default will be limited to and will have the meaning in the definition, in line with Regulation 18/2006. Issuer’s undertakings

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Subject to the provisions laid down in Annex 2A, the Issuer undertakes to observe certain standards which will increase the performance of the Bank for the benefit of the Bondholders and to provide certain information and documents to the Bondholders. The breach of these undertakings does not constitute an event of default and consequently cannot trigger the acceleration and/or early repayment of the Bonds or the increase in the initial costs of the Bonds. Conversion rights Subject to the conditions set forth in Section 5. “Conversion”, within Section 2. Information regarding securities that are to be offered, II. Bonds Terms and Conditions, any Bondholder may choose to effect the conversion of all or any portion of the outstanding principal of Bonds held by such Bondholder into Shares of common stock of the Bank free and clear of any Encumbrance (as defined below) and together with all rights attaching thereto, on each of the dates mentioned under Section 5. “Conversion”, within Section 2. Information regarding securities that are to be offered, II. Bonds Terms and Conditions. Taxation: Bonds and all interests thereto are not exempt from taxation (in general). Taxes applicable to investors in Bonds are: (i) tax on gains from transfer of Bonds; and (ii) tax on income from interests related to Bonds. Such taxes are set according to the resident/non-resident status of the investor. The Bonds shall not be rated and admitted to trading on a regulated market or any other trading platform (multilateral trading facilities etc).

C.9 • The nominal interest rate Securities subject matter of the Offer: subordinated unsecured convertible Bonds of 2013, due 2020 issued in nominative and dematerialized form Number of Bonds: 50,000,000 Bonds Nominal Value: Euro0.60 Issue price: 0.6 EURO Estimated proceeds of the Offer: Euro30,000,000 Nominal interest rate: The Bonds bear interest from and including the Issue Date, at a floating annual interest rate based on EURIBOR 6 month + a spread set at 6.25%.

• The date as of which the interest becomes payable and interest due dates Interest payments: semi-annually; the interest is due and payable: on (i) January 15th and July 15th of each year (ii) in case of conversion on the 3rd Business Day after the Shares Issue Date immediately following the relevant Conversion Date. Interest payment Date: Each of the following: 15 July 2013, 15 January 2014, 15 July 2014, 15 January 2015, 15 July 2015, 15 January 2016, 15 July 2016, 15 January 2017, 15 July 2017, 15 January 2018, 15 July 2018, 15 January 2019, 15 July 2019, 15 January 2020 and the Maturity Date.

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Method of payment: principal and interest payments in respect of the Bonds will be made on the relevant Interest Payment Date and/or Redemption Date, as applicable, by the Paying Agent to the Bondholders registered in the Bond Registry as of the applicable Record Date

• Where the rate is not fixed, description of the underlying grounds thereof Floating rate determined semi-annually with reference to the EURIBOR6month plus a "Spread" set at 6.25%

• Maturity date and the arrangements for the amortisation of the loan, including the repayment procedures

Maturity/Redemption: Outstanding Bonds which have not been converted into Shares will be redeemed in their principal amount after seven years, on the date which will be seven years after the Issue Date. The maturity will not exceed 7 years. The Bonds may not be pre-paid or redeemed prior to the Redemption Date and Bondholders will have no option 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 Price Fixing Date or (ii) by sending a Conversion Notice in the form of Annex 4 within 90 days immediately following a Liquidity Event Date. For the avoidance of doubt, the Issuer shall mention the exact Conversion Date in the notification towards Bondholders to be sent at least 15 days before the Price Fixing Date or within five (5) days after a Liquidity Event Date. The Conversion shall occur at a price per Share to be determined on the applicable Price Fixing Date or Liquidity Event Date, equal to the average between the highest and lowest daily price of the Shares on the Spot Regular Market, weighted by the daily trading volume on the Spot Regular Market over the 90 days on which the Shares were traded on the BVB, immediately prior to the applicable Price Fixing Date or Liquidity Event Date. The conversion rights expire at the later of (i) Bond maturity or (ii) final repayment of the Bond. In case the conversion option is exercised, the related interest becomes due on the 3rd Business Day after the Shares Issue Date immediately following the relevant Conversion Date and the interest will be paid for the period between the previous Interest Payment Date and the applicable Shares Issue Date, excluding the Shares Issue Date.

• An indication of yield The annual gross yield at maturity is calculated based on the Issue Price

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(assuming that there is no conversion/redemption before maturity) and depending on the floating annual interest rate based on EURIBOR6 month +a spread set at 6.25%.

• Name of the representative of the debt security holders Bondholders' Meeting: Bondholders may convene in general meetings to decide matters relating to their interests in relation to the Bonds, in accordance with the law in force.

C.10 If the security has a derivate component in the interest payment, provide a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument (s), especially under the circumstances when the risks are most evident. Not applicable.

C.11 An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question. The Bonds will not be admitted to trading on the Bucharest Stock Exchange or any other regulated market, or any other trading platform (multilateral trading facilities, etc.).

Section D: Risks D.2 Key information on the key risks specific to the Issuer

Risks related to Romania • Romania is an emerging market • General - Emerging Markets • Political and Governmental Instability in Romania • Legislation • Bankruptcy Laws

Risks related to the Banking Industry in Romania

• Credit risk • Liquidity Risk • Market Risk • Interest Rate Risk Outside the Trading Portfolio • Currency Risk • Operational Risk • Reputational Risk • Strategic Risk • Banking Laws

D.3 Key information on the risks specific to the securities. Risks related to the Bank and the Bonds

• Business Environment; Dependence on the Romanian Economy • Liquidity of the Bonds and the Shares

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• No Credit Rating of the Bonds • Convertible subordinated unsecured Bonds • The interest floating rate • The Bonds may not be a suitable investment for all investors. • Independent review and advice • Legal investment considerations may restrict certain investments • The Bonds subject matter of the Offer will not be evaluated and rated

Risks related to the Shares • The market price of the Shares is volatile and could be adversely affected by the

future sale of the Shares on the open market • A suspended trading in the Shares could adversely affect the share price • Shares traded on the BSE are less liquid and more volatile than shares traded on

other major stock exchanges Section E: Offer E.2b Reasons for the offer, use of proceeds, estimated net amount of the proceeds.

Increase the Bank's supplementary Tier II Capital base (own funds of the Bank) and finance the general operations of the Bank and the expansion of the Bank's operations, including its branch network;

E.3 A description of the terms and conditions of the offer. Broker: BT Securities; Distribution Agent: BT Securities; Distribution undertaking: best efforts; Paying Agent: BT Securities;

This Offer is structured in two distinct offers:

1- The Pre-emptive Offer: This offer is addressed to all the Shareholders of the Bank, as registered at the “Registration Date”

2- The Primary Offer is addressed primarily to the Lead Investor; if there are any

residual Bonds left after the subscription by the Lead Investor, these will be offered to Qualified Investors.

: Considering this distinction, this Primary Offer is divided into two tranches:

(i) The Tranche A Bonds offer, addressed to the Lead Investor in priority to the Tranche B Bonds offer, and is comprised of all Bonds that remain unsubscribed to after the close of the Pre-emptive offer stage, and is up to 18,938,347.80 EUR.

(ii) The Tranche B Bonds offer: This offer is addressed to Qualified Investors and is comprised of any Bonds that remain unsubscribed

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after the close of the Pre-emptive Offer minus the Bonds that are subscribed by the Lead Investor in the Tranche A Bonds offer.

The Pre-emptive Offer and the Tranche B Bonds offer are governed solely by the terms of this Prospectus, as well as the other Bond Agreements other than the Tranche A Bonds Subscription Agreement. The Tranche A Bonds offer is governed by the terms of this Prospectus as well as by the Tranche A Bonds Subscription Agreement, the main terms of which are disclosed in this Prospectus, including in some the of annexes hereto.

Subscription method for the Pre-emptive Offer//Exercise of pre-emptive Rights: The Bonds will first be offered to the Shareholders registered in the Shareholder’s Register as at Registration Date of May 21, 2012 who will be entitled, subject to the Prospectus, to exercise pre-emptive rights to purchase Bonds up to a maximum aggregate principal amount equal to the product of Euro 30,000,000 times a fraction, the numerator of which is equal to the aggregate number of Shares held by such shareholder as of May 21, 2012, and the denominator of which is equal to the aggregate number of Shares issued and outstanding on May 21, 2012. The maximum number of the Bonds that can be purchased by each entitled shareholder as of May 21, 2012 is equal to the previously mentioned product divided by 0.6. No fractional Bonds shall be issued. If a fractional number of Bonds results, the number of Bonds will be rounded as follows: if the fraction is equal to or less than one-half, the number of Bonds will be rounded down to the next whole Bond; and if the fraction is greater than or equal to one-half, the number of Bonds will be rounded up to the next whole Bond. The Pre-emptive Offer will begin on 09.04.2013 and continue for a period of thirty (30) calendar days until 08.05.2013, at the Broker’s head offices and the CNVM authorized agencies of BT Securities between 9.00-16.00 each Business Day, except for the last day (08.05.2013), which will close at 14.00. Subscriptions in the Primary Offer: Tranche A Bonds offer: The Tranche A Bonds will be issued in an aggregate principal amount of up to Euro 18,938,347.80 consisting of 31.563.913 Bonds, and are reserved for subscription by International Finance Corporation as Lead Investor pursuant to the Tranche A Bond Subscription Agreement. The Issuer and the Lead Investor concluded a Tranche A Bond Subscription Agreement under English law which documents the agreement of the Issuer to reserve the Tranche A Bonds for the Lead Investor. The Tranche A Bond Subscription Agreement contains certain undertakings by the Issuer detailed in the Undertakings provided in Annex 2A to the Prospectus which mainly represent standards which will increase the performance of

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the Bank for the benefit of the Bondholders. In accordance with the Tranche A Bonds Subscription Agreement, the Lead Investor’s obligation to buy Bonds is subject to certain conditions precedent, as detailed in Annex 1 to this Prospectus. Likewise, the Lead Investor has the right to terminate the Tranche A Bonds Subscription Agreement before its subscription within the Primary Offer, if certain events such as those detailed in Annex 1 to this Prospectus occur. In case of termination of the Tranche A Bonds Subscription Agreement, the purchaser of Tranche A shall not be entitled to subscribe to the Tranche B Bonds. Furthermore, the Lead Investor is entitled to certain fees that have been outlined in Section “Pricing” in Section 3. Offer Conditions, in II. Bonds Terms and Conditions of this Prospectus and that concern its role as Lead Investor investing in the reserved Tranche A Bonds. Tranche B Bonds offer: The Tranche B Bonds will be the unsubscribed Bonds from the Pre-emptive Offer and excluding the ones subscribed in Tranche A. Only Qualified Investors can subscribe in this tranche The results of the Pre-emptive Offer and the number of the Bonds object of the Primary Offer, i.e. the number of the Bonds of Tranche A and, respectively, Tranche B will be announced through a press release in a national newspaper on the first Business Day of the Primary Offer. Following the closing of the Pre-emptive Offer, the Lead Investor may subscribe for Tranche A Bonds and Qualified Investors may subscribe for Tranche B Bonds, in the Primary Offer respectively, beginning on the first Business Day after the closing of the Pre-emptive Offer, from 09.05.2013 until 21.05.2013 at the broker’s head offices the CNVM-authorized agencies of BT Securities from 9.00-16.00 each Business Day, except for the Offering closing day, which will close at 14.00; The Lead Investor is entitled to subscribe in the Primary Offer up to Euro 18,938,347.80 consisting of up to 31,563,913 Bonds. The Lead Investor may exercise its right to subscribe in the Pre-emptive Offer up to its pro rata share of its shareholding in the Issuer and during the Pre-emptive Offer Period on the terms of this Prospectus. The Lead Investor can then subscribe up to maximum Euro 18,938,347.80 within the Primary Offer Period, where those Tranche A Bonds would be reserved and allocated to the Lead Investor regardless of Tranche B subscription bids, on the terms of this Prospectus and the Tranche A Bond Subscription Agreement. Upon the subscription by the IFC of the Tranche A Bonds, but no later than the last day of the Offer, 10:00 a.m. (Bucharest time), the Issuer shall send a current report to BVB on the performance of the subscription to Tranche A Bonds. On the last day of the Offer, if IFC has not subscribed the Tranche A Bonds, they shall be allotted to the Tranche B Bonds. The Issuer, on the same day, by 10:00 a.m. (Bucharest time) shall send a current report to BVB mentioning the allotment of the

21

Tranche A Bonds to Tranche B Bonds. This current report on the reallocation of the Tranche A Bonds to Tranche B Bonds shall not and cannot be considered an amendment to the Prospectus. On the Allocation Date the Tranche A Bonds will be first allocated to IFC and then the Tranche B Bonds, provided there are remaining Bonds available for this tranche, will be allocated to Qualified Investors on pro-rata basis in the case of over-subscription The Offer is considered successfully closed, if there are subscribed Bonds in an aggregate amount of minimum Euro 20,000,000. In the event that the offer is not entirely subscribed by the end of the subscription period the Bonds which will remain unsubscribed after the closing of the Pre-emptive Offer and Primary Offer will be annulled. In case the Offer is not subscribed up to the successful threshold mentioned above, the amounts subscribed will be reimbursed to the investors within 10 Business Days as of the closing of the Offer, by banking transfer in the banking account mentioned in the subscription form. Offer period:

• the Pre-emptive Offer - thirty (30) calendar Days beginning on 09.04.2013 and ending on 08.05.2013; and

• the Primary Offer – nine (9) Business Days beginning on 09.05.2013 and ending on 21.05.2013;

The price for the subscribed Bonds is due and payable by the investors of the subscribed Bonds upon the subscription of the Bonds; the settlement and the registration of the title to the subscribed Bonds will occur on the Issue Date. The first interest period begins on the Issue Date, until July 14, 2013. .

E.4 A description of any interest that is material to the Issuer/offer including conflicting interests. The Broker has no interest, including any conflict of interest which can have a significant impact on the Offer, except to fulfil the contract signed with the Issuer for intermediation.

E.7 Estimated expenses charged to the investor by the Issuer or the offeror. The investors will not be charged for the subscriptions, but they must consider the fact that the issue price must be paid net of any bank fees. The investors must take into account the applicable bank transfer fees and the required bank transfer duration.

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DEFINITIONS The following terms within this Prospectus shall have the meanings below: "Articles of Association"

The Bank’s Articles of Association, as last amended on November 1, 2012;

“Allocation Date ”

First Business day after the closing of the Primary Offer

"Bank or Issuer"

BANCA TRANSILVANIA S.A., headquartered in Cluj-Napoca, Trade Register registration no. J12/4155/16.12.1993, having a subscribed share capital of lei 1,903,042,413, fully paid in

"Banking Law"

Government Emergency Ordinance No. 99/2006 on credit institutions and capital adequacy, as further amended;

"NBR " National Bank of Romania;

"BVB"

Bucharest Stock Exchange;

"Bonds Agreements"

Collectively: (i) the Brokerage and Distribution Agreement dated 06.03.2013 between the Bank and the Broker; (ii) the Paying Agent Agreement dated 06.03.2013, between the Bank and the Broker; (iii) the Tranche A Bond Subscription Agreement; (iv) the Registrar Agreement.

"Bonds"

Subordinated unsecured convertible Bonds issued in 2013, due 2020 pursuant to this Prospectus, which will be in nominative, dematerialized form, registered in the Bond Registry kept with the Central Depositary,

“Bondholder”

The owner of Bonds

"Tranch A Bond Subscription Agreement"

The Bond Subscription Agreement between Banca Transilvania and IFC, dated 02.04.2013;

“Bond Registry”

the Book kept with the Central Depositary in which the Bondholders are registered.

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“Lead Manager”, "Broker" or "BT Securities"

BT SECURITIES S.A.

“Board of Directors”

The Bank’s corporate body having duties, as regulated under the applicable Romanian laws and the Articles of Association, irrespective of its composition at any time

"Business Day" A day, other than Saturday or Sunday and legal holidays, on which commercial Banks are open for business in Romania, London and New York; and also TARGET (Trans-European Automated Real-Time Gross Settlement Express Transfer System) is open for Business;

"CNVM"

National Securities Commission of Romania or any other successor institution holding regulatory and supervisory powers in respect of the Romanian capital market;

“Conversion Dates”

The 30th day immediately following the applicable Price Fixing Date or the 90th day following the applicable Liquidity Event Date, as the case may be.

“Conversion Price”

The price per Share at which the conversion will be made, according to the conversion algorithm set forth in Section 5. Conversion in Section II. Bonds Terms and Conditions.

“Conversion Notice”

The irrevocable written notice in the form attached hereto as Annex ………. which will be sent to the Broker (to be further submitted by the Broker to the Board of Directors), by the Bondholder in order to express its conversion right.

"Capital Market Law"

Law No. 297/2004 on capital market, as further amended

"Company Law"

The Company Law No. 31/1990, as further republished and amended;

"EBRD" The European Bank for Reconstruction and Development;

"Eur" or "Euro" the single, unified, lawful currency of those states

participating in the Economic and Monetary Union (also known as the "Euro-zone")

"EURIBOR 6 months"

Interbank interest rate for Euro-denominated 6-month term deposits, expressed in percentage points per annum. More information about EURIBOR rates is available at

25

www.euribor.org

“EGMS” “Event of Default”

The Extraordinary General Meeting of Shareholders it shall be an event of default if (i) the Bank fails to pay when due any the principal of, or interest on any Bond owed in accordance with the Prospectus; or (ii) any bankruptcy proceedings are initiated against the Bank or the Bank files a petition seeking bankruptcy under any applicable law .

"Foreign Currency Regulation"

NBR’s Regulation No. 4/2005 regarding the foreign currency regime as republished and further amended;

"FCY" or "Fcy"

Foreign currency;

“Group”

The Bank and its consolidated subsidiaries, at the relevant time

"GMS"

The Bank’s General Meeting of Shareholders;

"Issue Date" Shares Issue Date

The first Business day after the closing of the Primary Offer, respectively 22.05.2013; The Business day when CNVM issues the registration certificate of Banca Transilvania share capital increase with the Shares resulted from the converted Bonds

“Interest payment Date” Each of the following: 15 July 2013, 15 January 2014, 15 July 2014, 15 January 2015, 15 July 2015, 15 January 2016, 15 July 2016, 15 January 2017, 15 July 2017, 15 January 2018, 15 July 2018, 15 January 2019, 15 July 2019 ,15 January 2020 and the Maturity Date

“Liquidity Event Date” the date upon which a definitive purchase or similar agreement is executed by a third party providing for the acquisition of at least 15% of the share capital of the Bank or for the control of the Bank or its business by any means, including a merger, consolidation, share exchange, purchase of assets, recapitalization, reorganization or

26

restructuring, liquidation, dissolution or other similar transaction, whether in one transaction or a series of transactions

"Lead Investor" or "IFC"

Qualified investor: International Finance Corporation;

"Lei" or “RON” Maturity Date

Lei (RON), the national currency of Romania; The 7-year anniversary after the Issue Date, when the outstanding Bonds which have not been converted into Shares will be redeemed in their principal amount.

"Offer"

The offering for the subscription of the Bonds pursuant to the Prospectus, referring collectively to the Pre-emptive Offer and the Primary Offer.

“Qualified investors” any person or entity which, according to CNVM’s regulations: (i) is included in the category of professional clients; or (ii) is, on request, treated as professional client or is recognized as eligible counterparty, unless it has requested to be treated as non-professional client. For the avoidance of any doubt, a professional client is a client who possesses the experience, knowledge and expertise to make its own investment decisions and properly the risks that it incurs. In order to be considered a professional client, the client must comply with the following criteria:

(a) Entities which are required to be authorized or regulated to operate in the financial markets. The following list includes all authorized entities carrying out the characteristic activities of the entities mentioned: entities which are authorized in Romania or in another Member State according to an European directive, entities authorized or regulated in Romania or in another Member State which does not fall under any European directive and entities authorized or regulated by a non-Member State: 1. credit institutions; 2. investment firms; 3. other authorized or regulated financial

institutions; 4. insurance companies; 5. collective investment bodies and management

companies of such schemes; 6. pension funds and management companies of

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such funds; 7. traders; 8. other institutional investors.

(b) legal undertakings meeting two of the following criteria:

1. balance sheet total: EUR 20,000,000;

2. net turnover: EUR 40,000,000;

3. own funds: EUR 2,000,000

(c) national and regional governments, public bodies that manage public debt, Central Banks, international and supranational institutions such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organizations;

(d) other institutional investors whose main activity is to invest in financial instruments, including natural persons that are registered with the National Securities Commission qualified investors

"Paying Agent"

BT Securities and, wherever the context so admits, any substitute paying agent;

“Price-fixing Date”

Each of July 27, 2014, July 27, 2015, July 27, 2016, July 27, 2017, July 27, 2018, July 27, 2019, and the date which is 30 days before the Maturity Date;

"Prospectus" This Prospectus regarding the offer of the Bonds, approved by CNVM by Decision No. 304 of 04.04.2013;

"Pre-emptive Offer" The Offer of the Bonds to the existing shareholders of the Issuer, registered as at the Registration Date of 21 May 2012

"Pre-emptive Offer Period"

The 30 calendar Days period beginning on 09.04.2013 and ending on 08.05.2013, during which Bonds are offered to the existing shareholders of the Issuer

"Primary Offer" The Offer of the Bonds remaining after performance of the Pre-emptive Offer to the Tranche A Purchaser and Tranche B - qualified investors;

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"Primary Offer Period" "Reference Page" “Regulation 18/2006”

The Period starting one Business Day after the closing day of the Pre-emptive Offer Period and closing nine Business days thereafter the display of Euro-zone Interbank offered rates for deposits in Euro designated as page EURIB0R01on Reuters services (or such other page as may replace EURIBOR01on Reuters services for the purpose of displaying Euro-zone Interbank offered rates for deposits in Euro). The NBR Regulation regarding own funds of credit institutions and investment firms as in force at the date of the Prospectus

“Settlement and registration of the subscribed Bonds”

the purchase price of subscribed Bonds will be due and paid by investors upon subscription of the Bonds and registration of the title to the subscribed Bonds will be effected on the Issue Date The settlement will not be done through the Central Depositary, as the offer will not be using the BVB system

‘Redemption Date”

The date when the outstanding Bonds will be redeemed at their par value on the Interest Payment Date falling on the Maturity Date

“Record Date”

shall be the date three (3) Business days prior to the applicable Interest Payment Date or the Redemption Date, as applicable

“Registration Date”

May 21, 2012

“Registrar or Central Depositary”

S.C. Depozitarul Central S.A., the institution providing depository, registration, clearing and settlement services in connection with transactions in securities, as well as other operations connected therewith

“Registrar Agreement” “Registration Date of

The contract between the Bank and the Registrar regarding the registration of the Bonds The first Business Day after the closing of the Primary

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Bonds” “Shares” “Spot Exchange Rate” “Spot Regular Market” Shareholders’ Register. Tranche A Bonds Tranche B Bonds

Offer, when the Broker shall prepare and transfer the Bond Register to the Registrar The shares issued by Banca Transilvania the RON/Euro exchange rate published by the BNR as shown on Reuters applicable on the Price Fixing Date or Liquidity Event Date the order-driven main market, where shares are traded based on standard lots and the shares’ reference price is determined Book kept with the Central Depositary, according to the legislation in force and in which the Issuer’s shareholders are registered. The Tranche A Bonds issued in an aggregate principal amount of up to Euro 18,938,347.80 consisting of up 31,563,913 Bonds, and are reserved for subscription by International Finance Corporation as Lead Investor pursuant to the Tranche A Bond Subscription Agreement. The Tranche B Bonds will be the unsubscribed Bonds from the Pre-emptive Offer and excluding the ones subscribed by IFC in Tranche A Bonds. Only Qualified Investors can subscribe in this tranche

“Trade Register”

The Trade Register Office in Cluj-Napoca

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I. REGISTRATION DOCUMENT

1. LIABLE ENTITIES BANCA TRANSILVANIA S.A., having its registered office in Cluj-Napoca, Str. G. Baritiu, nr. 8, registered with the Trade Register Office of Cluj under no. J12/4155/16.12.1993, with the Tax Identification Number 5022670, legally represented by Nicolae Tarcea – Deputy General Manager BT SECURITIES S.A., with the registered office in Cluj-Napoca, Str. 21 Decembrie 1989 nr.104, etaj 1, registered with the Trade Register of Cluj under no J12/3156/04.11.1994, with the Tax Identification Number 6838953, legally represented by Mr. Rares Nilas – General Manager Having verified the content of this Prospectus, BANCA TRANSILVANIA S.A., legally represented by Nicolae Tarcea – Deputy General Manager undertakes liability for the content hereof and certifies that all information provided herein is true and free of any omissions or misrepresentations that could materially affect the content of this document. BT Securities SA, acting through Rareş Nilas – General Manager, certifies that all information contained herein is, to the best of their knowledge, true and free of any omissions that could materially affect the content of the document.

2. BANK’AUDITOR The Bank's auditor is KPMG Audit S.R.L, having its registered office in DN1, Soseaua Bucuresti-Ploiesti nr.69-71, Sector 1, Victoria Business Park, Bucuresti, 013685 registered with the Trade Register Office under number J40/4439/2000, registered with the Romanian Auditor Chamber, under no. 9/2001.

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3.SELECTED FINANCIAL INFORMATION 3.1. Selected historical financial information The financial information included in this Prospectus consists of excerpts from (i) the Bank's financial statements as of December 31, 2011, December 31, 2010 and December 31, 2009, prepared in accordance with the harmonized standards of NBR No.27/2011 and the international accounting standards applicable to credit institutions and (ii) the management reports as of December 31, 2011, December 31, 2010 and December 31, 2009. Attached as Annex 3 to this Prospectus is a complete copy of the Bank's audited financial statements as of December 31, 2011, December 31, 2010 and December 31, 2009 and the related reports of the auditors. The Bank has not experienced a material adverse change since the date of its last audited financial statements, i.e. December 31, 2011. Consolidated Profit and Loss Account For the financial year ended 31 December

2011Thousand Lei

2010 Thousand

Lei

2009Thousand Lei

Interest income 1,856,372 1,894,260 2,109,440Interest expense -921,954 -897,963 -1,355,111Net interest income 934,418 996,297 754,329Fee and commission income 436,026 421,645 417,098Fee and commission expense -53,868 -46,735 -46,293Net fee and commission income 382,158 374,910

370,805 Net trading income 111,613 118,969 143,201Other operating income 61,524 51,719 48,316Operating income 1,489,713 1,541,895 1,316,651Net expense with asset provisions, other debts and lending commitments

-315,849 -646,965 -490,784

Personnel expenses -390,262 -373,371 -348,999Depreciation and amortization -63,787 -60,897 -68,042Other operating expenses -364,386 -306,888 -299,957Operating expenses -1,134,284 -1,388,121 -1,207,782Share of profit/loss in associates 0 4,741 10,298Profit from the sale of associated entities and jointly controlled companies

- 38,596

Profit before income tax 355,429 158,515 157,763Income tax expense -58,181 -24,531 -21,048Profit for the financial year 297,248 133,984 136,715

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Distributable to: Equity holders of the Bank 297,019 133,794 138,323Non-controlling interests 229 190 -1,608Profit for the financial year 297,248 133,984 136,715Basic earnings per share 0.1840 0.0978 0.1038Diluted earnings per share 0.1840 0.0978* 0.1038

The financial statements included in the Consolidated Profit and Loss Account for the financial year ended 31st December have been audited. Consolidated statement of financial position For the financial year ended 31 December

2011Thousand Lei

2010 Thousand Lei

2009Thousand

LeiAssets Cash and cash equivalents 4,550,256 3,701,125 3,186,997Placements with banks 778,977 1,237,155 1,535,915Financial assets at fair value through profit and loss

140,551 111,977 44,865

Loans and advances to customers 13,977,655 12,215,792 11,481,759Net lease investments 207,388 223,617 271,312Investment securities, available for sale 5,816,778 3,780,997 2,573,466Investment securities, held to maturity 819 820 11,654Investments in associates - - 42,404Property and equipment 297,531 287,570 305,000Intangible assets 70,555 48,875 12,389Goodwill 376 8,369 8,369Receivables related to deferred income tax

28,163 30,454 16,719

Other assets 139,764 83,501 122,181Total assets 26,008,813 21,730,252 19,613,030 Liabilities Deposits from banks 251,181 333,194 259,134Deposits from customers 20,257,251 17,279,132 14,989,199Loans from banks and other financial institutions

2,592,982 1,593,295 2,160,404

Other subordinated liabilities 260,148 257,553 253,665Debts – securities issued - 0 1,262

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Other liabilities 255,384 177,114 111,332Total liabilities 23,616,946 19,640,288 17,774,996 Equity Share capital 1,860,159 1,560,500 1,176,237Treasury shares -2,118 -256 -333Share premiums 732 0 97,684Carried forward earnings 303,268 301,088 354,157Reevaluation reserve 35,544 28,291 22,543Other reserves 192,248 198,230 179,948Total equity distributable to equity holders of the Bank

2,389,833

2,087,853 1,830,236

Non-controlling interests 2,034 2,111 7,798Total equity 2,391,867 2,089,964 1,838,034Total liabilities and equity 26,008,813 21,730,252 19,613,030

The financial statements included in the Consolidated statement of financial position for the financial year ended 31st December table, have been audited. 3.2. Presentation of the Bank’s Financial Statements Evolution of the main financial ratios: Thousand Lei 31 December

201131

December 2010

31 December

2009

2011/ 2010 (%)

2010/2009(%)

Total Assets 26,008,813 21,730,252 19,613,030 120% 110.79%Total Liabilities 23,616,946 19,640,288 17,774,996 120% 110.49%Total Shareholder’s Equity

2,391,867 2,089,964 1,838,034 114% 113.70%

Operating income 1,489,713 1,541,895 1,316,651 97% 117.10%Operating expense 1,134,284 1,388,121 1,207,782 82% 114.93%Gross profit for the year 355,429 158,515 157,763 224% 100.47%Income tax expense 58,181 24,531 21,048 237% 116.54%Net profit for the year 297,248 133,984 136,715 222% 98%

In 2011 total assets increased by 20%, from 21,730,252 thousand lei to 26,008,813 thousand lei, the Bank’s assets holding the greatest weight. In terms of assets, the market share of Banca Transilvania was:

• 7.27% at the end of 2011, ranking third in NBR’s classification according to net assets; • 6.8% at the end of 2010, ranking fifth in NBR’s classification according to net assets; • 5.8% at the end of 2009.

The volume of credits increased moderately both in 2011 and 2010, given the slower lending

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pace under the current market conditions, their weight in total assets at the end of 2011 being 54% (2010: 56%). Investments in securities increased by more than 53% in 2011 as compared to the previous year, due to the increase in liquidity levels and a lower demand for loans. Cash and placements with Banks increased by 7.9% as compared to the preceding year, whereas in 2010 they increased by 4.56% as compared to 2009. Against the background of the financial crisis, tangible and intangible assets registered a slight increase as compared to 2010, similarly to the year 2010, which showed a slight 6% increase. As at 31 December 2011, debts amounted to lei 23,616,946, 20%higher as compared to the previous year. This increase is mainly due to the higher volume of client resources, which exceeded the level recorded in 2010 by 17%. In its turn, 2010 featured increases in debts of 10.49% as compared to 2009, due to client resources which were 15.27% higher than in 2009. Borrowings from Banks and other financial institutions escalated by 63% comparatively to 2010, whereas in 2010 they decreased by 26.25% versus 2009, due to a sound liquidity of the Bank as a result of repeated disbursements made by NBR from the minimum compulsory reserve and of a slower lending pace. The equity of the Group’s entities increased by 14% as compared to 2010, chiefly due to the 19% share capital increase, while in 2010 it increased by 13.70% as compared to 2009, as a consequence of the 32.66% share capital increase. The gross profit of the Group was 355,429 Th. Lei in 2011, on the increase by 124% comparatively to the preceding year, exclusively due to the diminishment of credit risk. In 2010, the gross profit slightly outbalanced that of 2009, considering that 2010 continued to pose great challenges to the global economy; the effects of the crisis, as well as the actions taken by authorities to adjust to the new economic reality were felt within the communities. The operational income amounted to 1,489,713 Th. Lei, slightly falling below the 2010 level, mainly due to lower interest margins. The net interest income fell below the 2010 level by 6%, considering that 2010 continued to pose great challenges to the global economy; the effects of the crisis, as well as the action taken by authorities to adjust to the new economic reality were felt within the communities. Net fee and commission income increased by 2% versus 2010, particularly because of the positive evolution of the operating commissions from a larger number of transactions, whereas

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in 2010 they increased by 1% as compared to the previous year. The commissions collected in the lending process were spread over the loan terms, whose balance was of 95,141 Th lei as at 31 December 2011, affecting the P&L account in the periods to come (balance in 2010: 116,969 Th. lei). The provisions created in 2011 to cover lending, and leasing risks as well as other assets diminished at the group’s level by 51% as compared to the previous year, negatively affecting the P&L account with the amount of 315,849 Th lei. In 2010 provisions at group level increased by 31.82% as compared to 2009, by adjusting risk management to the current economic context, negatively affecting the P&L account with the amount of 649,945 Th lei. At the end of 2011, personnel expenses amounted to 390,262 Th lei, outbalancing the previous year’s level by 4.52%, due to the increasing number of employees, from 6,914 to 7,151. Depreciation expenses at group level amounted to 63,787 Th lei, slightly outbalancing those of the preceding year by 5%, whereas in 2010 depreciation expenses fell below 2009 levels by 10.5%, due to a milder investment activity. In 2011, other operating expenses, such as tax, rents, maintenance and repairs and others, increased by 19% as opposed to 2010, mainly due to greater contributions to the deposit guarantee fund in the Banking system. Profitability ratios showed a 100% escalation in 2011 comparatively to 2010, as a result of a 122% increase in the net profit; as such, the return on assets was 1.25%, while the return on equity was 13.26%. In 2010, profitability ratios registered a slight depreciation as compared to 2009, considering the unremitting financial crisis which affected the global economy, so that the return on assets was 0.62% and the return on equity was 6.41%. The solvency ratio determined at Group level, under the Basel accord, recorded a value of 13.49% (14,92% at December 31, 2010), considering that the minimum limit required by the Basel II accord is 8%. Capital Adequacy The table below depicts the adequacy level of the Bank’s capital as at December 31, 2011 and December 31, 2010, according to Regulation 18/2006: Capital Adequacy Level Million LEI Million EUR

2009 2010 2011 2009 2010 2011OWN FUNDS LEVEL I 1.734 1.943 2.075 410 453 480

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OWN FUNDS LEVEL II 203 154 78 48 36 18Deductible Elements -160 -210 -214 -38 -49 -50Own funds - total 1.777 1.887 1.939 420 440 449Capital demand - total 1.015 1.105 1.307 240 258 303

Capital demand for credit risk coverage 849 877 985 201 205 228

Capital demand for market risk coverage 46 71 132 11 17 31

Capital demand for operational risk coverage 120 157 190 28 37 44

Adequacy level of own funds BASEL 2 14% 13.66% 11.87%

The Bank must comply with the standards regarding own funds, as endorsed by NBR in 2006 and subsequently amended, based on the standards established by the International Banking Regulations. Such regulations provide that banks should maintain an adequate level of own funds in relation to the risk-bearing assets and off-balance sheet exposures. The adequacy level of the Bank’s capital is determined in accordance with Regulations no. 13/2006,14/2006,19/2006,21/2006,22/2006,24/2006 (the provisions of which are compliant with the Basel II principles) by dividing the Bank’s own funds to the capital demand for the coverage of all risks (credit risk, market risk, operational risk). As per the regulations, the turnover is determined by adding up the following incomes: - interest and assimilated income (from treasury and Interbank operations; from customer

operations; from bond and other fixed-income securities trading and other interests and assimilated income);

- earnings from variable-income securities; - commissions; - profit or loss on financial operations (net earnings from operations with trading and

investment securities, and exchange operations); - Other operating income (other banking and non-banking operating income). The table below presents the turnover pertaining to the last 3 financial years (as at December 31, 2011, 2010 and 2009)

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TURNOVER (million lei)

2011 2010 2009Interest receivable and assimilated income 1,916 1,864 2,077Security income 2 4 2Fee and commission income 420 401 396Net profit/loss on financial operations 85 127 179Other operating income 24 18 17 TOTAL TURNOVER 2,447 2,414 2,671

Employment of funds–Profit distribution The Bank’s net profit for the financial years ended December 31, 2011, 2010 and 2009 was distributed as follows:

(million lei) 2011 2010 2009Net profit to distribute

131.87 97.49 61.94

Development fund 1.97Other reserve 9.34 6.75 4.30Reserves from net profit

122.53 88.77 57.63

Financial ratios The table below presents the main financial ratios used by the Bank for the financial years ended December 31, 2011, 2010 and 2009:

Ratio Calculation 31 December

2011 2010 2009

Leverage Shareholders’ equity/ total

assets 8.32% 9.24% 9.12%

Return on assets (ROA)

Net profit / total assets 0.58% 0.49% 0.33%

Return on equity

(ROE)

Net profit / shareholder’s equity

6.38% 5.31% 3.64%

Deposit Structure

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The table below presents the structure of the Bank’s deposits at December 31, 2011 and 2010 (expressed in mill. lei)

Deposit Structure

2011 2010 2011/2010

TOTAL LEI Fcy TOTA

L LEI Fcy

TOTAL

LEI Fcy

Retail deposits

Current account 1,376 856 519 1,145 671 474 120% 128%110%

Term deposits Total term deposits from private clients

11,619 6,6035,01

6 9,700 5,4334,26

7120% 122%

118%

Total deposits – private clients

12,994 7,4595,53

510,845 6,105

4,740

120% 122%117%

Corporate deposits

Current account 1,904 1,546 358 1,815 1,518 296 105% 102%121%

Term deposits Total term deposits from corporate clients

5,249 3,9611,28

8 4,557 3,4551,10

2115% 115%

117%

Total deposits – corporate clients

7,153 5,5071,64

66,372 4,973

1,399

112% 111%118%

Total deposits

Current account 3,279 2,402 877 2,960 2,190 770 111% 110%114%

Term deposits

< 3 months 11,104

6,3244,78

1 9,590 5,4004,18

9116%

117%

114%

3 - 6 months 2,792 1,795 997 1,669 973 697 167% 185%

143%

6 - 12 months 676 523 153 673 522 151 100% 100%

101%

1-3 years 1,174 1,007 167 1,019 1,010 9 115% 100%

1816%

3-5 years 1,050 881 169 1,270 958 312 83% 92%

54%

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> 5 years 72 34 38 36 25 11 199% 133%

357%

Total term deposits

16,868

10,5646,30

4 14,257 8,8885,36

9118%

119%

117%

DEPOSITS - TOTAL

20,147

12,9667,18

117,217

11,078

6,139

117% 117%

117%

Loan Portfolio Loan Maturity Dates The table below sets forth the maturity dates relative to the credit portfolio (the Bank’s gross exposures, in lei and foreign currency) as at December 31, 2011 and 2010:

31 December 2011 2010

Loan maturity dates (million lei) (%) (million lei) (%)

In lei

< 3 months 1,845,058 21%

1,483,591 19%

3 - 6 months 1,388,447 16%

1,119,278 15%

6 - 12 months 2,051,609 23%

1,829,479 24%

1-3 years 1,463,780 16%

1,225,168 16%

3-5 years 871,436 10%

641,668 8%

> 5 years 1,285,482 14%

1,317,241 17%

Total lei 8,905,812100

%

7,616,425 100

% In FCY

< 3 months 462,592 9%

376,504 8%

3 - 6 months 328,944 6%

234,179 5%

6 - 12 months 468,162 9% 9%

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419,080

1-3 years 810,462 16%

779,801 16%

3-5 years 549,193 11%

491,441 10%

> 5 years 2,586,726 50%

2,568,487 53%

Total FCY 5,206,079100

%

4,869,492 100

% Total Loans 14,111,891 12,485,916

Arrears 1,246,312

878,854

TOTAL LOANS 15,358,204 13,364,770

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4. RISK FACTORS A section entitled “Risk Factors” shall set forth the risk factors which could impair the Issuer’s capacity to fulfil its obligations to investors arising from its securities. Any investment in the Bonds or Shares represents risk. Before making an investment decision, potential investors should read this Prospectus carefully. Investors should carefully consider the risks presented below. The risks identified in this Prospectus are believed to be important risks (but not necessarily all of the important risks) related to the Bank, the Bonds and the Shares. Additional risks not presently known to us or that we currently deem immaterial may also impair the Bank's operations, performance of the Group and may lead to a decrease in the price of the Bonds or Shares. The Bank's business, financial situation or results of operations could suffer material adverse effects caused by any of these risks. The trading price of the Shares could also decline due to any of these risks, and you may lose all or part of your investment. Investors are further advised to make their best efforts to perform their own assessment of this investment opportunity. In this section, the order of presentation and risk factors is a random order and not a prioritized one.

4.1. Risks related to Romania Romania is an emerging market Romania is an emerging market, therefore potential investors in Bonds and Shares should bear in mind that such a market poses a higher level of risk as compared to more developed countries. The main country-specific downside risks in 2013 relate to the continuing domestic political uncertainties that could increase financing costs and hold back investment. Emergent countries, such as Romania, need an adjustment to the legislative process, so as to ensure a stable framework fostering a balance between consumer and investor interests. The process to this stable framework may extend over a long time span, whereas Romania may undergo a chain of sudden and unanticipated changes at political, legal, social or economic level, including periods of economic recession, material changes or legislation amendments, increased inflation rates, governmental instability, austerity measures taken by the Government or the State’s interference within the main infrastructure areas (including, without limitation, contributions requested by the Government). General - Emerging Markets The Romanian economy is currently in transition to a market economy, and the Romanian

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macro-economical environment is still unstable. Therefore, the Romanian market involves greater risk than developed markets, including legal and political risks. Political, economic, social and other events taking place in Romania or on other emerging markets may impact the market value and the liquidity of the Bonds and Shares. As the development and activities of the Bank are dependent to a large extent on the development of the Romanian economy, such transformations may have a material adverse effect on the Bank's business, financial status or results of operations. Nevertheless it is worth mentioning that Romania managed to pull out of recession in the second quarter of 2012, after two quarters of technical recessions. Political and Governmental Instability in Romania The political context in Romania is highly volatile, marked by the constant disputes between executive, legislative and legal bodies, which bear a negative impact on the business and investment environment in Romania. While the Romanian political setting may currently seem fairly stable, the risk of instability as a result of an aggravation in Romania’s economic situation and the degradation of life standards should be considered. Any such instability could be greatly detrimental to the economic and political context, especially on short-term. . Current credit risk ratings On May 25, 2012, Standard & Poor's Ratings Services affirmed its 'BB+/B' long and short-term foreign and local currency sovereign credit ratings on Romania. The outlook is stable. The ratings on Romania are constrained by low prosperity and the economy's vulnerability to external shocks owing to still-high, albeit declining, external debt and dominant ownership of the banking sector by Austrian and Greek parent banks. The ratings are supported by the country's improving fundamentals; the fiscal deficit is declining, the current account deficit has narrowed, and the economy has started to rebalance, with the support of an IMF program. Moody’s government bond rating is ‘BBaa3’ since October with negative outlook, which gives Romania a non-investment grade according to Moody’s and ‘BBB’ according to Fitch – just one notch above junk status Legislation As a result of implementing the European Legislation, Romanian laws are continually changing. Laws regulating companies, securities, competition and other areas continue to be

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amended and new laws enacted to comply with the European Union legislation. The new or amended laws often come into effect quickly, before the adoption of the implementing regulations. As a result, at times, the Bank may experience difficulties in quickly adapting its operations to comply with new regulations. Possible future changes to the laws in force in Romania may have a materially negative impact on the Bank's business, financial condition or results of operations and the Bonds. Laws and regulations are sometimes applied inconsistently, and, in certain circumstances, legal remedies cannot be obtained quickly enough. Legal and regulatory systems necessary for an efficient operation of capital markets are still being developed in Romania. Legal protections from market manipulation and illegal activities are not implemented in Romania as fully and efficiently as in other more developed jurisdictions. Bankruptcy Laws Romanian courts have exclusive jurisdiction in the bankruptcy procedures for a Romanian bank. Procedures related to bank bankruptcy in Romania may last longer than in more developed jurisdictions.

4.2. Risks related to the Banking Industry in Romania Credit risk Credit risk is linked to the quality of loans granted by the Bank and to the likelihood of non-payment. It also refers to the credit risk attached to lending products substituted off-balance sheet, such as letters of credits and collateral. Breach of a borrower, natural or legal persons, of its respective obligations under a binding agreement, shall have an effect on the Bank’s earnings or capital. Risk is incumbent on any act whereby the Bank grants a loan, employs or invests funds or is otherwise exposed through explicit or implicit contractual provisions. Lack of proper supervision of the lending-related activities poses credit agreement-related risks to the Bank. The Group’s main objectives as regards credit risk management is to maintain reasonable balance between yielding and credit risk exposure, considering the volatility of market margins, as well as the effort to maximize profits. Starting from the history of placements and the strategic objectives pursued in order to avoid credit risk concentration, the Group established exposure limits/coordinates, depending on: the business size of the economic agents, types of activity, types of loans, types of foreign currency, credit exposure in relation to total assets, collateral structure. The main rules established under the internal strategy are:

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• creation and constant maintenance of an adequate framework for credit risk management;

• continuous improvement of loan granting/approval procedures; • maintenance of a proper process for credit management, control and monitoring; • Provisioning and calculation methodologies for the prudential value adjustments

related to credit risk. The Group determines approval competencies for the territorial offices and for Headquarters, which set the maximal thresholds for loan approvals, guarantee agreements, surety. Liquidity Risk Liquidity risk refers to the current and potential risk to shareholder earnings and capital, in the event that the Bank is unable to meet all its payment or settlement obligations in a timely and efficient manner, when such obligations become due. The risk also includes the lack of capacity to manage all unexpected decreases or changes in the financing resources, or to perceive and cope with market fluctuations which may affect the Bank’s capacity to quickly liquidate assets with the lowest possible loss of value. The Group’s strategy on liquidity management focuses on the main issues (principles, ratio levels, administration techniques etc.) pertaining thereto, for the purpose of obtaining the expected returns on assets, under the conditions of an adequate and prudent liquidity management, intelligently assumed and adjusted to the market and the group’s development conditions, and most importantly, within the context of the current legislative framework. Liquidity management lies on 3 components:

• the strategic component, which resides in the approval of balance sheet structures and the annual strategy for liquidity management, setting forth optimal levels of liquidity ratios assumed by the group for the year in progress;

• the management component, in charge with follow-up and approval of actions on short and medium-term – weekly, monthly, quarterly;

• The operating component, which focuses on action-taking on a daily basis, within the competency limit.

The supervision and control of the liquidity risk is based on the daily compliance with a set of relevant liquidity indicators. Market Risk Market risk refers to the current and potential risk to shareholder earnings and capital, in the event that market rates or prices undergo negative trends. The Group’s objectives as regards market risk management aim to achieve higher returns on

45

the trading portfolio, under the circumstances of a fairly low market risk, intelligently assumed and adjusted to the market and the group’s development conditions. The market risk management strategy is designed according to the adjustments to the internal and international legislative framework related to the management of such risk, as a result of the international financial crisis. It also contemplates the Bank’s latest experiences and those of the financial markets, in general, and the Banking market, in particular. The Group/Bank is permanently committed to improving the current techniques, methods and practices for market risk management. Interest Rate Risk Outside the Trading Portfolio Interest rate risk outside the trading portfolio refers to the current or future risk that profits and capitals could be negatively affected following adverse changes in interest rates. Supervision, assessment and control of interest rate risk are done by means of specific management tool, such as the GAP analysis, static or dynamic, as well as the economic value of assets, in accordance with the standardized methodology provided by the NBR regulations. Currency Risk Currency risk refers to the current or future risk that the Group’s profit and capital could be negatively affected, following adverse changes in interest rates between balance sheet currencies. The Group takes a flexible approach to the currency position management, within the limits admitted for this indicator. Operational Risk Banca Transilvania’s objectives regarding operational risk management are to control operational risk, events which may occur in the Bank’s activity, to maintain a low level of operational risk related incidents and to ensure against such categories of risks which are not exclusively under the group’s control. Operational risk management is a prerequisite at all organisational levels, while the management policies of such risks are compatible with the specificity of the business lines. The identification, evaluation and monitoring of operational risks is a continuous process, performed via:

• permanent control (ongoing supervision of sensitive activities and formalized accounting/financial supervision) and specific instructions on operational risks (e.g. collecting and monitoring operational losses);

• Periodic control.

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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 to limit/reduce the effects of operational risk incidents, applying recommendations and conclusions resulted from the abovementioned controls, and updating continuity plans. To limit the effects of operational risk, the Bank also considered taking out specific insurance policies. Reputational Risk Reputational risk is the current or future risk that the Bank’s profit and capital may be negatively affected as a result of the unfavourable perception of the Bank’s brand by customers, counterparties, shareholders, investors or regulators. The Group’s objective regarding reputational risk management is to ensure the maintenance/consolidation of the Bank’s good brand image, in line with the Bank’s strategy and values. Reputational risk management is a permanent process coordinated by the structures established to undertake actions to maximize the Group’s reputation, in corroboration with the sustainable development of the Group’s business. Strategic Risk Strategic risk is the impact on earnings or capital arising from changes in the business environment, adverse business decisions, improper decision implementation or lack of responsiveness 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 excessively

aggressive and are compatible with the business policies; • Business initiatives are well conceived and supported through adequate

communication channels, operating systems and delivery networks. Banking Laws The Bank must comply with the Banking regulations, including such applicable norms related to lending limits and investment activities and with the regulations regarding the compliance with certain financial ratios. The Romanian Banking regulations have

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undergone significant changes over the last years. Amendments to the existing legislation or enactment of new regulations may bear a major negative impact on the Bank’s activity, its financial conditions or operational earnings.

4.3. Risks related to the Bank and the Bonds Business Environment; Dependence on Romanian Economy The activity of the Bank depends on the Romanian economy, but not to a greater extent than the activity of the other Romanian Banks of the same size. Therefore, despite the prudent policy of the Bank, the financial performance of the Bank (especially its capacity to increase its profits) depends on the development of the Romanian economy. The economic situation of Romania, afflicted by the recession it has been undergoing since 2008, 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 from the International Monetary Fund (2009), the Government adopted a series of legislative measures aiming at economic reform, which led to a more stable economy in early 2011, as confirmed 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 the referendum from 29th of July was known, according to BNP Paribas. The IMF and Romania reached a staff-level agreement to unlock the next tranche of a precautionary 5 billion-Euro ($6.2 billion) loan, as established on Aug. 14 after a review of the country’s loan accord. The leu is slightly undervalued and has scope to appreciate A possible delay in Romania’s stabilization and economic growth could be detrimental to the macro-economic results of Romania, and consequently to the Bank’s activity, its financial conditions or operational earnings. Liquidity of the Bonds and the Shares At this time, the Bank does not intend to list the Bonds for trading on the BVB. If at some point in the future, the Bank does list the Bonds on the BVB, no guarantee can be given regarding 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 as other small stock exchanges in emerging countries with respect to the fragility and volatility of the market and value of the quoted securities. The Bonds and the Shares may be influenced by these factors. In addition, the market for quoted bonds on the BVB is particularly small and characterized

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by a low level of liquidity. Furthermore, although the Shares are currently listed on the BVB, the average trading volume for the shares is very small, resulting in a very low level of liquidity. The procedures of settlement, compensation and registration of transactions with securities are not as efficiently developed as those on the developed securities markets. No Credit Rating of the Bonds The Bank has been evaluated and rated since 2009 by Fitch Ratings, but the Bonds subject to the Offer will not be evaluated and rated. Investment in the Bonds may represent a greater risk than an investment in rated securities. Convertible subordinated unsecured Bonds The Romanian market is still very poorly developed with respect to bonds convertible into shares. Therefore, practices and precedents regarding the conversion of the Bonds, as well as other aspects involved in the issuance of convertible bonds are almost non-existent. The reduced number of bond issuances in Romania on the regulated markets resulted in an absence of common practices and precedents regarding the protection of the bondholders' rights. Special provisions dedicated to this type of investors should also be developed. The Bonds are unsecured and, therefore, the risk of non-payment of the principal and interest of the Bonds is not directly supported by collateral. The income from investing in the Bonds may be affected by changes in laws applicable to bonds. Please see section "Tax Matters". Subordination

Without any prejudice to right of the investors in the Bonds subject matter of the present Prospectus to retain amounts already paid to investors in accordance with this Prospectus, in the event of any bankruptcy or liquidation of the Issuer (whether voluntary or involuntary):

(1) in accordance with the banking laws (including, without limitation Regulation 18/2006, the payment of any amounts payable hereunder shall be subordinated to the full payment of all unsubordinated indebtedness, so that no amount shall be payable to the Bondholders in such bankruptcy, or liquidation of the Issuer, until all claims in respect of unsubordinated indebtedness admitted in such bankruptcy or liquidation of the Issuer have been satisfied; and

(2) following the satisfaction of all claims in respect of unsubordinated indebtedness admitted in such bankruptcy or liquidation of the Issuer, the Bondholders shall be entitled to receive and to retain any payment or distribution in respect of the Bonds and all other amounts outstanding hereunder pari passu with any other present and future subordinated indebtedness of the Issuer.

In compliance with the NBR subordination requirements (including without limitation Regulation no. 18/2006), the Bondholders shall have no right to offset any amount owed by

49

them to the Issuer against any amount owed by the Issuer to the Bondholders. Any amount relating to the Bonds or the interest due and unpaid by the Issuer under this Prospectus can be recovered by the Bondholders only pursuant to bankruptcy and liquidation of the Issuer and strictly in accordance with Romanian law. Likewise, the Bondholders agree that, in the event of bankruptcy or liquidation of the Issuer, the Bonds will have an inferior rank against the unsubordinated indebtedness and the Bondholders assure that they will take any action necessary to ensure such classification. The floating interest rate A holder of a bond with a floating interest rate is exposed to the risk of fluctuating interest rate levels and uncertain interest income. Fluctuating interest rate levels make it impossible to determine the yield of such Bonds in advance. The terms and conditions of the Bonds, including the proposed spread have been approved by Banca Transilvania’s General Shareholders Meeting on April 27, 2012 and October 30, 2012. Changes in market conditions and/or perception of BT’s risk could affect the price of the Bonds and consequently the corresponding yield. The Bonds may not be suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

a. Have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Prospectus or any applicable supplement;

b. Have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio;

c. Have sufficient resources and liquidity to bear all the risks of an investment in the Bonds including where the currency for principal or interest payment is different from the potential investor’s currency;

d. Understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant financial markets; and

e. Be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Bonds are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investment. They purchase complex financial instruments as a way to reduce the risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how Bonds will perform under changing conditions, the resulting effects on the value of the Bonds and the impact this

50

investment will have on the potential investor’s overall investment portfolio. Independent review and advice Each prospective investor in the Bonds must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Bonds is fully consistent with its financial needs, objectives and conditions, complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Bonds. Each prospective investor should consult its own advisers as to legal, tax and related aspects of an investment in the Bonds. A prospective investor may not rely on the Issuer or the Broker or any of their respective affiliates in connection with its determination as to the legality of its acquisition of the Bonds or as to other matters referred to above. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its advisers to determine whether and to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.

Considerations related to the prerogatives of the general Bondholders’ meeting

According to the laws of Romania, the general Bondholders’ meeting has the authority to hold deliberations referring to certain important events related to the Issuer, such as the issuance of new bonds or changes in the Issuer’s Articles of Association, which may affect the Bondholders’ rights. The legal provisions in force allow the defined majorities to adopt decisions which become binding and take effect for all Bondholders, including those who did not attend and did not vote during the respective meetings, as well as those who voted against. In addition, any legal action initiated against the Issuer by one or more Bondholders will not be admissible in case it has the same object as the legal action brought forward by the representative of the Bondholders or if it is contrary to any decision of the Bondholders’ meeting.

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Risks related to the Shares

Taking into consideration the convertibility of the Bonds into Shares below is presented a brief description of the risks related to Shares. The market price of the Shares is volatile and could be adversely affected by future sales of Shares on the open market. The market price of the Shares is volatile and subject to sudden and significant declines. Price declines can result from a variety of factors, including the difference between the results the Issuers announces and forecasts by equity analysts; and general share price volatility on the markets where the Shares are listed or on worldwide markets. As a result, investors may experience a material decline in the market price of the Shares.

A suspension of trading in the Shares could adversely affect the Share price. The CNVM is authorized to suspend or request the relevant regulated market on which

the Shares are admitted to trading to suspend such securities from trading for various reasons. The CNVM is further authorized to instruct the BVB to suspend trading in an Issuer’s securities in connection with measures taken against market manipulation and insider trading. The operator of a regulated market over which the CNVM has supervisory jurisdiction must suspend trading in securities which no longer comply with the rules of the regulated market unless such a step would be likely to cause significant damage to investors’ interests or the orderly functioning of the market. If the operator of the regulated market does not do so, the CNVM could demand the suspension of trading in securities, if it is in the interest of the orderly functioning of the market and does not impair investors’ interests. Likewise, the operator of a regulated market is entitled to suspend the trading of shares in other circumstances in accordance with its own rules. Any suspension in the trading of the Shares could adversely affect the Share price.

Shares traded on the BVB are less liquid and more volatile than shares traded on other

major stock exchanges The market for trading in the Issuer’s Shares is the regulated spot market operated by

the BVB. Shares traded on the BVB regulated market are less liquid than shares traded on major markets elsewhere in Europe or the United States. Consequently, holders of Shares may face difficulty in buying and selling the Shares, especially in large blocks.

Shares and other securities of companies trading on the BVB have in the past experienced substantial fluctuations in their market price. This has in the past affected, and may in the future affect, the market price and liquidity of shares of companies listed on the BVB, including the market price and liquidity of the Issuer’s Shares.

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5. INFORMATION ABOUT THE ISSUER History and development of the Bank 5.1. Issuer’s business name and trade name The company’s business name is BANCA TRANSILVANIA S.A. 5.2. Issuer’s place and number of registration The Bank is organized in Romania and registered with the Trade Register attached to the Cluj District Court under no. J12/4155/1993, having the Tax Identification Number 5022670. 5.3 Issuer’s date of incorporation and term The Bank is organized as a joint-stock company under the laws of Romania; in compliance with art. 5 of the Articles of Incorporation, the Bank is established for an indefinite term. 5.4. Issuer’s registered office and legal form, legislation under which it carries out its

activity The Bank’s registered office is located at 8 G. Baritiu Street, Cluj-Napoca, Romania. The Bank can be contacted at the registered office or via telephone at the numbers displayed on its website: www.btrl.ro or www.bancatransilvania.ro . The Bank is organized in Romania as a joint-stock company, being governed by the Romanian laws, such as:

• The Companies Law; • The Banking Law; • The Capital Market Law; • Ordinance no. 10/2004 on the judicial reorganisation and bankruptcy of credit

institutions • All standards, regulations and circular letters issued by the National Bank of Romania

and CNVM • Any legislation applicable to Romanian credit institutions

5.5. Recent events related to the Issuer and relevant in determining its solvency The Bank is aware of no such recent event which could be relevant in assessing its solvency. For prudential purposes, the IFRS provisioning methodology and Profit and Loss Account for H1 2012 have been audited. Banca Transilvania’s capital adequacy ratio, including the audited profit for H1 2012 continues to be at a comfortable level of 11.27%. 5.6. Investment A description of the principal investments made since the date of the last published financial statements. Information concerning the Issuer’s principal future investments, for which its management

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bodies have already made firm commitments. Information regarding the anticipated sources of funds needed to fulfil previously mentioned commitments. The investments budget for 2012 includes: Agencies and buildings 41.021.000 leiIT Investments and cards: 48.510.000 lei

• IT Core and CRM 29.667.000 leiVehicles 1.888.000 leiOther investments 7.226.000 leiBank Investments 98.645.000 leiInvestments in subsidiaries 15.225.000 leiTotal investments 113.870.000 lei

6. OVERVIEW OF ACTIVITIES

6.3. Main Activities

Retail Banking To address the retail banking market, the Bank focuses on family needs, including both deposits and a large variety of loans. Term deposits are offered in a broad range of maturity options (from overnight to 18 months) with fixed or variable interest rates and an option to negotiate interest rates for high value deposits. The market reaction to the Bank's deposit products was excellent, earning the Bank second place in Romania according to the survey conducted by Capital (financial publication). The Bank's credit facility offerings are also extensive, consisting of home loans, consumer and car loans, stock purchase facilities and student and tourist loans. In particular, recent developments in the Romanian economy resulted in a boom in the real estate industry. Partly due to the Bank's expansive territorial network and quick processing of loan applications, the Bank established an early presence on the home loan market, building a significant market share (9-10% currently) before other banks entered the market. The Bank is considered by many individuals as their "family Bank" based on an established long-term relationship. Corporate and Commercial Banking As a commercial bank, the Bank's objective is to identify its customers' needs at an early stage and to develop corporate & commercial finance products to offer an appropriate

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solution. This client service approach combines the product know-how with our market knowledge and understanding. To offer products and services appropriate for individual needs and to ensure a swift response to clients, specialized departments have been established at headquarter level. The Bank's nationwide network leads to efficient distribution by being close to clients and businesses. In addition, a dedicated relationship manager is assigned to each client, offering tailor-made solutions, professional expertise and knowledge in the client's business sector. The Bank's corporate & commercial products and services target both SME's and large businesses, being adapted to the nature, scope and size of the corporate operations. It includes cash management services, comprehensive payment clearance, short to long term credit facilities, foreign trade service and financing - including factoring, guarantees and warranties, bills of exchange, etc. To maximize client satisfaction, the Corporate & Commercial Division works in close co-operation with the Bank's Treasury and Settlements Division, allowing for experienced banking officers to provide the best solutions and practices. In addition to standard services, the Bank offers financial advisory services specifically tailored to clients, including financial restructuring. Further, through the BT Financial Group, several other financial services, such as leasing, insurance, brokerage and asset management are offered.

6.4. Main Markets The Romanian Banking System (Source: National Bank of Romania, Annual Report 2011, pages 79-81) The structure of Romanian banking system posted no significant changes in 2011. The year under review witnessed BCR taking over the activity of the Anglo-Romanian Bank and the transfer of the shares held by the state in Banca de Export-Import a României (Export-Import Bank of Romania) – Eximbank from under the management of AVAS to that of the Ministry of Public Finance, in compliance with the provisions of Government Emergency Ordinance No. 83/2011. Changes took place in the shareholding of Volksbank România S.A. whose majority shareholder is VBI Beteiligungs GmbH and that of Marfin Bank România whose new majority shareholder became Marfin Popular Bank Public Co Ltd. Cyprus after merging with Marfin Egnatia Bank of Greece. The names of certain credit institutions were also changed, as in the case of the Bucharest branch of Caja de Ahorros y Pensiones de Barcelona (La Caixa), which became Caixa Bank and Libra Bank turned into Libra Internet Bank.

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Therefore, compared with 2010, the number of foreign bank branches dropped by one, to eight entities at end-2011, whereas the number of Romanian banks remained unchanged, i.e. 33 entities, including Central Cooperatist Bank CREDITCOOP. Table 1. Banking system by ownership Number of banks, end of period 2010 2011 Banks, Romanian legal entities, of which:

32 32

Banks with fully or majority state-owned capital

2 2

Banks with majority private capital, of which:

30 30

- with majority domestic capital 4 4 - with majority foreign capital 26 26 Foreign bank branches 9 8 Total banks and foreign bank branches 41 40 CREDITCOOP 1 1 Total number of the credit institutions 42 41 In terms of share capital, the composition of Romanian banking system at end-2011 was as follows: two banks with fully or majority state-owned capital (CEC Bank and Eximbank), four banks with domestic majority private capital (Banca Transilvania, Banca Comercială CARPATICA, Libra Internet Bank and Banca Comercială Feroviara), 26 banks with majority foreign capital, eight foreign bank branches and one licensed cooperative organisation (Central Cooperatist Bank CREDITCOOP). Table 2. Market share of credit institutions

End period Net assets balance sheet 2010 2011 Mil.ron % Mil.ron %Banks with Romanian capital of which:

50 377,2 14,7 59 294,2 16,8

- with majority state-owned capital 25 207,4 7,4 28 990,1 8,2- with majority private capital 25 169,8 7,3 30 304,1 8,6Banks with majority foreign capital 267 075,7 78,1 265 381,6 75,0I. Total commercial banks 317 452,9 92,8 324 675,8 91,8II. Foreign bank branches 23 697,1 7,0 28 381,2 8,0Banks with majority private capital including foreign bank branches

315 942,6 92,4 324 066,9 91,6

Total foreign-owned banks, including branches of foreign banks

290 772,8 85,1 293 762,8 83,0

Total banks and foreign bank 341 150,8 99,8 353 057,0 99,8

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branches (I+II) CREDITCOOP 796,3 0,2 853,9 0,2Total credit institutions 341 946,3 100,0 353 910,9 100,0 At end-2011, the share of assets held by banks with fully or majority private capital in total assets of the Romanian banking system amounted to 91.8 percent, while banks with fully or majority state-owned capital held only 8.2 percent. The share of assets held by banks with fully or majority foreign capital, including foreign bank branches, equalled 83 percent of total assets of the Romanian banking system. Table 3. The share of credit institutions in Aggregate Capital

End period Share capital 2010 2011 Mil.lei % Mil.lei %Banks with Romanian capital of which:

3 794,8 22,4 4 166,2 22,8

- state-owned 1 795,6 10,6 1 848,4 10,1- with majority private capital 1 999,2 11,8 2 317,8 12,7Banks with majority foreign capital 12 632,9 74,6 13 701,4 74,9I. Total commercial Banks 16 427,7 97,0 17 867,6 97,7II. Branches of foreign Banks 393,7 2,3 295,7 1,6Total Banks with majority private capital, including foreign Bank branches

15 025,8 88,7 16 314,9 89,2

Total foreign-owned Banks, including branches of foreign Banks

13 026,6 76,9 13 997,1 76,5

Total number of Banks and branches of foreign Banks (I+II)

16 821,4 99,3 18 163,3 99,3

CREDITCOOP 122,7 0,7 126,0 0,7Total number of the credit institutions

16 944,1 100,0 18 289,3 100,0

At end-2011, the top five banks in terms of asset size held the following shares: 54.6 percent of aggregate assets, 52.3 percent of loans, 58.0 percent of deposits, 52.8 percent of equity capital and 59.7 percent of government securities. In terms of bank capitalisation, share/endowment capital of the Romanian banks was larger from a year earlier, in both nominal and real terms, by 7.9 percent and 4.7 percent respectively, due mainly to shareholders’ capital increases in cash contributions and net profit distribution for the previous year. As regards the country of origin of the capital invested in domestic banks and foreign bank branches operating in Romania at end-2011, the top three countries were further Greece (22.9 percent in aggregate capital), Austria (20.8 percent) and well behind the Netherlands (11.5 percent).

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Table 4. Foreign equity capital of credit institutions in Romania until December 31, 2011 Mil. ron % Greece 4 192,5 22,9 Austria 3 795,8 20,8 Netherlands 2 102,3 11,5 Italy 899,5 4,9 Hungary 661,2 3,6 Cyprus 653,9 3,6 France 578,5 3,2 EBRD 261,7 2,0 Other countries 350,6 1,7 Portugal 267,1 1,5 Israel 247,8 1,4 Germany 191,9 1,1 SUA 152,2 0,8 Aggregate foreign capital of the banking system

14 455,0 79,0

Sum of the credit institutions 18 289,4 100,0 In the context of Romania's EU accession and the liberalization of services, 349 foreign institutions have notified their intention to conduct a direct banking in Romania, of which 230 banks, 3 non-bank financial institutions, 16 electronic money issuer institutions and 100 payment institutions. The Economy of Romania – General Information The first semester of 2012 has seen a growth in GDP of 0.7% compared to the first semester of 2011, according to INS (National Institute of Statistics). Harsh winter conditions dragged down economic activity in the first quarter (0.1% q-o-q) but growth recovered in the second quarter (0.5% q-o-q) due to robust investment and private consumption. However, the severe summer drought, waning consumer confidence and renewed difficulties in absorbing EU funds point to a bleaker outlook. Weak economic activity is expected to depress import demand, keeping the current-account deficit broadly stable. Risks to growth continue to be tilted to the downside in 2012 but become more balanced over the forecast horizon. GDP growth for 2012 is forecast to be relatively subdued at about 0.8%, with domestic demand as its main driver. In 2013, GDP growth should recover to 2.2%. While investment is the main component behind growth, it is projected to slow down compared to 2012 due to depressed activity in the rest of the EU and domestic uncertainties.

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After temporary downward pressure on headline inflation in the first half of the year, inflation increased to 5.4% in September. Going forward, annual inflation is currently projected to average 4.9% in 2013 and 3.3% in 2014. 6.5. The basis for any statements made by the Issuer regarding its competitive

position. While maintaining position within a difficult economic environment, Banca Transilvania has focused on finding the right financial solutions for customers, thus offering improved services that are adapted to the current market conditions.

7. THE ORGANIZATIONAL STRUCTURE

7.1. If the Issuer is part of a group, a brief description of the group and of the Issuer’s position within it.

Banca Transilvania Financial Group This Financial Group was established in 2003 and it is made up of 16 companies. Banca Transilvania is the main component of the group, promoting a strategy of expanding the range of financial services offered to customers. The Group operates in financial sectors such as banking, investment management, consumer finance, leasing and security trading. The full spectrum of financial products, both banking and those provided by the Group’s subsidiaries, are offered to clients through a unique distribution network under the far-famed BT logo. On the savings segment, in addition to traditional products, the offer also includes asset management (BT Asset Management) created both for the retail market, as well as for exclusive customers, interested in customized premium products and services. Consequently there are excellent professional relations with high income customers, some of which are conducted by means of the Private Banking division. The offer of products is completed through the activities of brokerage (BT Securities) and leasing (BT Leasing), as viable options for direct investments or flexible financing. The credit offensive in the retail area is supported by consumer finance (BT Direct), offering easy access to potential customers through the distribution networks of consumer goods. Special attention is given to the medical sector, both through the existence of a specialized banking division (Healthcare Division) and through the direct financing of various specific needs (BT Medical Leasing). A general feature for all lines of business is represented by the great desire to serve clients, from the retail sector, private banking, small and medium

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businesses, as well as corporate segment. The strategy of BT Financial Group consists of encompassing both the entire offer of products and services, under the unique logo and prestigious name of Banca Transilvania on the local market, together with serving all current and potential customers with the widest possible range of products. The Bank provides subsidiaries with an adequate degree of capitalization by contributing to the improvement of risk management, as well as by involving the audit and compliance functions of the Bank. The subsidiaries of the group, where the Bank holds direct shares and the quota of shareholding in 2012: Subsidiary Field of activity %Direct

holding %Total holding

BT Securities S.A. Investment/brokerage 98,67% 98,67% BT Leasing Transilvania IFN S.A.

Leasing 44,30% 100,00%

BT Investments S.R.L. Investments 100,00% 100,00% BT Direct IFN S.A.. Consumer finance 93,70% 100,00% BT Building S.R.L. Real estate 4,17% 100,00% BT Asset Management S.A.I. S.A.

Assets management 80,00% 80,00%

Factoring Company SRL Factoring 99,18% BT Medical Leasing IFN S.A.

Leasing 99,99% 100,00%

BT Leasing Moldova Leasing 100,00% 100,00% Within the group there are six other companies in which the Bank has indirect holdings (BT Solution Agent de Asigurare SRL, BT Safe Agent de Asigurare SRL, BT Intermedieri Agent de Asigurare SRL, BT Finop Leasing SA, Rent a Med S.R.L., BT Asiom Agent de Asigurare S.R.L.,.). The Bank has more holdings in two investment funds (BT Invest and BT Invest1) where the direct holding is of 91,43 %, respectively of 100.00 %. BT Leasing Transilvania IFN S.A. BT Leasing Transilvania IFN S.A. was set up in 1995 and currently operates as a non-bank financial institution, focusing on financing the acquisition of tangible assets by means of leasing. The company's registered office is located at 1, George Baritiu Street, Cluj-Napoca. The

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company proposes financing solutions for customers, providing fast and simplified access to financial support, as well as personalized offers and financial consulting for choosing the optimal solution. BT Leasing has offices open in several cities in the country: Cluj-Napoca, Bucharest, Oradea, Iasi, Arad, Sibiu, Brasov, Craiova, and Constanta. There were 109 employees and 2.511 contracts on December 31, 2011, respectively 108 employees and 3.133 at the end of 2010, with leasing claims (mainly without VAT) in amount of 117 million lei in 2011, respectively 158 million lei in 2010. BT Medical Leasing IFN S.A. BT Medical Leasing IFN S.A. is a company based in Bucharest, specialized on the niche of financial leasing for the purchase of medical equipment. Due to the experience in the medical field, over the years, Medical Leasing has extended its activity all over the country. As a result of the acquisition of shares from minority shareholders made by the Bank in 2010 and the shareholding increase from 57.39 % to 99.99 %, the company changed its name from Medicredit Leasing to BT Medical Leasing, thus becoming a BT company. In 2010, the company aimed to define and implement synergies with the Bank’s Healthcare Division, through the integration of products and workflows. On the background of the financial crisis, the market of equipment financed through financial leasing has significantly diminished, which has led to customers experiencing difficulties in debt repayment and, therefore, to delays. BT Leasing Moldova The company started its operational activity in the Republic of Moldova in 2008, with headquarters located in Chisinau. BT Leasing MD promotes financial leasing, ensuring financing through leasing of motor vehicles, machinery and equipment. All processes are carried out at the registered office, in terms of sales, risk management, operational performance and customer service, as the company is not structured on branches and agencies. In 2011, BT Leasing MD financed goods worth over 4.8 million Euro (input value), 20 percent more than in 2010, while signing 179 leasing contracts. On December 31, 2011 the leasing portfolio was worth 3.4 million Euros, on the rise by 35% as compared to December 31, 2010, maintaining good portfolio quality.

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BT Asset Management SAI SA The company is specialized in the management of assets, with activities in the field of closed-end and open-end fund administration. The shareholding structure is the following:

• Banca Transilvania 80% • SIF Banat Crisana 10% • SIF Oltenia 10%

At the end of 2011, the company was 4th amongst investment fund administrators, with a market share of 4.33 % and over 8,000 active investors. More than half the number of investors chose the fixed-income product (BT Obligatiuni), an excellent alternative to savings accounts. At the end of 2011, the assets under management reached lei 295.9 thousand, on the rise by more than 13% as compared to 2010. BT Asset Management offers a complete range of products and investments, such as fixed-income funds or stock funds. Customers can invest on the capital market both in Romania and Austria, using either Ron or Euro. The continuous trend of significant increase in the value of assets managed in 2011 occurred in the context of preserving the attractiveness of products, attractiveness given by the efficiency reported within a good economic environment which still remains difficult. BT Direct IFN SA BT Direct was established in 2003, as a limited liability company under Romanian laws, with registered offices in Cluj-Napoca. During the General Shareholders Meeting of July 4, 2006, it was decided to turn BT Direct from a limited liability company into a non-bank financial institution, in order to comply with provisions related to its operations. BT Direct offers financing services for the purchase of durable goods through related credit agreements and credit for personal use. In 2011 there were 11.613 contracts, 8.871 of which had related credit agreements, amounting to 18.1 million lei, respectively 2.760 credit contracts for personal needs, amounting to 20.2 million lei. BT Direct signed cooperation agreements for financing active customers with a number of 738 shops. The total value of revenues for 2011 increased by 16 % compared to the value achieved in 2010, the company registering positive annual results. BT Investments SRL BT Investments was established in 2002 by the Bank for the purpose of granting contract loans. In 2006, the company redefined its activity based on NACE code 6619 - Other activities auxiliary to financial services, except insurance and pension funding. Since its establishment, the share capital increased successively by means of capital inflow or capitalization of reserves, reaching 50,939 thousand lei as at December 31, 2011.

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Until December 31, 2011 the units held reached 55,417 thousand lei. On establishing the value of the securities held by the company the evolution of the market stock was taken into account, with provisions constituted for negative differences. BT Securities S.A. It was established in 2003 as a result of changing the name and registered offices of Transilvania Capital Invest company. The shareholding structure is as follows: 98.61% held by the Bank, 1.39 % natural and legal persons. The company’s activity consists of the intermediation of financial transactions and auxiliary activities. In 2011, BT Securities carried out its activity while the Romanian capital market was undergoing a crisis period. The main companies quoted on the stock exchange registered sharp falls of stock quotations, in conjunction with a dramatic drop in transaction volumes. During the second half of the year, the progress of mediation activities was strongly influenced by the economic crisis, displayed by the decrease of transaction values and fall of the average percentage of commissions charged to customers. Compania de Factoring S. R. L. In 2011, Compania de Factoring kept the trend of the previous year, aiming to reach maximum efficiency for the collection process. As a result, Compania de Factoring managed to partially recover overdue amounts worth 991.318 lei. The management of the company continues to apply the necessary measures in order to support the development of its activity, despite current market conditions, by:

• Restructuring certain bank loans; • Improving the level of recovery of the credits granted to customers; • Constant monitoring of liquidity; • Daily tracking of flows of treasury and the evaluation of effects upon the creditors.

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The Bank’s ORGANIZATIONAL STRUCTURE

7.2. If the Issuer is dependent upon other entities within the group Banca Transilvania is not dependent on any entity within the Banca Transilvania Financial Group.

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ORGANISATIONAL CHART OF BANCA TRANSILVANIA FINANCIAL GROUP

Entities of Banca Transilvania Financial Group at which Banca Transilvania has direct ownership

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Entities of Banca Transilvania Financial Group where

Banca Transilvania has indirect ownership and the subsidiaries which ensure its participation

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8. INFORMATION ON TRENDS

8.1. Statement that there has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. In the event that the Issuer is unable to make such a statement, provide details of this material adverse change. The Bank declares that there has been no material adverse change in the prospects of the Bank since the last published audited financial statements, respectively 31st of December 2011 8.2. Information on any known trend, uncertainty or requirement or any commitment or event that could significantly influence the Issuer's prospects, at least for the current financial year. The Bank is not aware of any tendency, commitment, or event which may have a negative effect upon the Issuer’s prospects for the financial year in progress.

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9. BODY OF ADMINISTRATION, MANAGEMENT AND SUPERVISORY

The management of the Bank is carried out by the Board of Directors and the managers. The correspondence address for Board of Directors members and managers of the Bank is: Cluj-Napoca, str.G.Baritiu, nr.8 According to Bank’s Articles of Association, the Board of Directors has 7 members. The current composition of the Board is the following:

Name Position Ciorcila Horia Chairman of the Board of Directors Marzanati Roberto Vice-Chairman of the Board of Directors Franklin Peter Morris Retegan Carmen Palagheanu Radu Danut Ceocea Costel

Non-Executive member of the Board of Directors Non-Executive member of the Board of Directors Non-Executive member of the Board of Directors Non-Executive member of the Board of Directors

Mr. Horia Ciorcila was born in 1963 in Cluj-Napoca and graduated from the Faculty of Automation and Computer Science in 1989. In 1993 he participated, as a founding member, in the establishment of the Bank and certain companies within the BT Group (financial activities such as insurance, leasing etc.). He also participated as founding member in other businesses, such as the group of companies Maestro Industries and Astral TV. He has been a member of Banca Transilvania’s Board of Directors since the very beginning and starting with 2002, he is Chairman of the Board.

Mr. Roberto Marzanati was born in 1950 and graduated from the Business Administration School of Torino, Italy. He began his banking career in 1973 and gained impressive professional expertise with several banking institutions such as Hypo-Alpe Adria Bank (Croatia) as a member of the Supervisory Board, Market Banka (BiH) as a member of the Board of Directors, and Raiffeisen Bank Sarajevo. He was also a member of the Supervisory Board of Slavonska Banka (Croatia) and a member of its Credit Committee (appointed in July 2001), and between 2001 and 2008 he served on the Board of Directors of Export Credit Bank, Skopje, Macedonia. In 1993, Mr. Marzanati became Senior Consultant within EBRD London, and in 1997 he became Senior Banker. In 2002, he was appointed member on Banca Transilvania’s Board of Directors.

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Mr. Peter Morris Franklin was born in 1953 in Hong Kong. In 1974 he graduated from Oxford University, United Kingdom. The banking career of Mr. Peter Morris Franklin began in 1979 at HSBC - London and Hong Kong and in 1980 he became Vice-President of Corporate Banking - London. In 1984 he was appointed Vice-President of the Capital Markets at Chase Manhattan Bank - Hong Kong and, in 1987, Manager of the Capital Markets of ANZ Bank - Hong Kong. In 1992 he was treasurer of GE Capital Asia Pacific, Hong Kong & Singapore and in 1997 he was appointed Financial Manager. He became Financial Manager of GE Consumer Finance Europe – Dublin in 2000, while in 2002 he accepted the same position within GE Real Estate Europe - Paris. He was Financial Manager of GE Corporate Financial Services Europe – London from 2006 until 2008, when he took on the same position at GE Money Central Eastern Europe - Paris. He has been a member of BT’s Board of Directors since April 2010. Mrs. Carmen Retegan was born in 1959 in Galati. In 1982 she graduated from the Faculty of Electronics and Telecommunications of the Polytechnic University of Bucharest later attended The School of Business Management William E. Simon of the University of Rochester. She started her career in 1996 within Seattle Northwest Securities - Seattle USA as Portfolio Manager of mortgage-backed securities. In 1998 she became Manager of Capital Markets at Creditanstalt Investment Bank Austria, Bucharest. In 2002 she was appointed General Manager of the Romanian American Enterprise Fund - Bucharest - and served as Member on the Board of Directors (BoD). Starting with 2008 she is the General Manager and a BoD Member of Verida Credit IFN – Bucharest. She has been a member of BT’s Board of Directors since April 2010.

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Mr. Radu Danut Palagheanu was born in 1951 in Cluj-Napoca. In 1976 he graduated from the Faculty of Electrical Engineering within The Polytechnic Institute of Cluj-Napoca. He started his career in 1977 - within I.S.C.I.P. as Head of Mechanical-Energy Sector - Cluj-Napoca. In 1985 he was transferred to the Regional Centre for Electronic Computing as Expert Instructor – Cluj-Napoca and starting 1990 - The Territorial Directorate for Matters of Labour and Social Protection - as Head of the Labour Norms Office - Cluj-Napoca. In 1991 he pursued a career in the private sector as General Manager of S.C. Compexit Import Export S.R.L. – Cluj-Napoca - and in 1992 as General Manager at S.C. Snowmobiles Compexit S.R.L. – Cluj-Napoca. He was one of Banca Transilvania’s founding members in 1993. He was a member of the Bank’s Board of Directors (BoD) from 1994 to 1995, while in 1995 he became the General Manager of S.C. Compexit Trading S.R.L. Cluj-Napoca. From April 2010, Mr. Palagheanu regained his capacity as BT’s BoD member. Mr. Costel Ceocea was born in 1956 in Buzau. He is a graduate of the Faculty of Economics from "Alexandru Ioan Cuza" University - Iasi and in 2004 he was awarded a Phd in Industrial Engineering from the "Gheorghe Asachi" Technical University - Iasi. He began his activity in 1976 at CCH Letea Bacau, and in 1981 he became a member of the County Council of Bacau. In 1991 he was employed by the Chamber of Commerce and Industry of Bacau as officer, being promoted as Head of Department – The Department of Domestic and International Relations. In 1994 he was transferred to the Financial Investment Company "Moldova" S.A. occupying the positions of Officer, Head of Department (1997), Manager (2001), Vice-president (2005) and Deputy General Manager within the same institution. In 2008 he became the President and General Manager of the Steering Committee for the Board of Directors of the Financial Investment Company "Moldova" S.A. He has been a member of BT’s Board of Directors since April 2010. Executive Management: The Executive Management Committee (ECM): Last name/First name Position Vacancy CEO Tarcea Nicolae Deputy CEO Toderici Leontin COO Pojoca Lucia Ana Executive Manager/Coordination Oradea Dudoiu Andrei Executive Manager/Coordination Bucharest Nistor Gabriela Cristina Executive Manager/Retail Moisa Tiberiu Executive Manager/Corporate&SME Bucur Ioan Calin Executive Manager/Risk Management Runcan Luminita Delia Deputy CEO Nadasan Mihaela Simona Executive Manager/Financial Institutions and International

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Relations Doca Nevenca Zoranca Executive Manager/Human Resources

Nicolae Tarcea (born 1960) has been working within the Bank since 1996, currently occupying the position of Deputy CEO. During 1997-2002 he was the Manager of the Legal Department, offering legal advice, endorsing legal documents and assisting the Bank’s management. Moreover, within the Bank he occupied the following positions: Vice-president – member of the Steering Committee, Secretary of the Board of Directors and Legal Adviser - Head of the Legal Department. In 1992, he graduated from the Faculty of Law, specialized in Legal Studies, and in 1985 he graduated from The Polytechnic Institute of Cluj-Napoca, being trained in Electrical Engineering. Leontin Toderici (born 1970) graduated from the Technical University of Cluj-Napoca, Faculty of Automation and Computer Science, Computer Department in 1994 and from the Faculty of Economics, Banking and Financial Management Department in 2003. In 2005 he completed the master studies within the "Executive Master of Business Administration” program, under the patronage of CNAM Paris and Academy of Economic Studies - Bucharest, and in 2004 he was awarded a PhD by Babes-Bolyai University of Cluj-Napoca, Faculty of Economic Studies, in the field of Computer Science for Economics. Since 1996 he is part of the Banca Transilvania’s team, having occupied the following positions: systems engineer within Cluj Branch (1997), analyst programmer within BT Headquarters (2000), Settlements Manager within BT Headquarters (2005), Manager - Deputy Chief Operations Officer within BT Headquarters (2005), and since November 2005 he is Executive Manager - Chief Operations Officer. Lucia Ana Pojoca (born 1960) began working at Banca Transilvania in 1994, becoming Branch Manager - Banca Transilvania Oradea (2003), respectively Regional Manager (2005), and in February 2005 she was appointed Executive Manager, Member of the Management Committee. She graduated from Babes-Bolyai University – Faculty of Economics – Cluj-Napoca, specialized on Finance Accounting and in 2005 she was awarded a PhD degree by the University of Agricultural Sciences and Veterinary Medicine of Banat - Timisoara. Andrei Dudoiu (born 1974) and graduated in 1997 from the Academy of Economic Studies of Bucharest, Faculty of Finance, Banking and Accounting. He completed the Executive MBA program of ASEBUSS Bucharest & Kennesaw State University in 2005, obtaining his Executive MBA from the University of Chicago Graduate School of Business in 2007. He worked for ABN AMRO Bank (Romania) as Head of Relationship Managers, respectively Assistant Relationship Manager (2001) and as Manager of Sibiu Branch (2002), becoming a part of Banca Transilvania’s team in 2002. During December 2002 - November 2005, he

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occupied the position of Corporate Banking Manager, respectively Corporate and SME Client Manager and, since November 2005, he is Executive Manager, coordinating BT’s activities in the areas of Bucharest and Ilfov. Gabriela Cristina Nistor (born 1966) graduated in 1988 from the Faculty of Economics, “Al. I. Cuza” University of Iasi. She started her activity in: 1988 in the company SC Maratex SA Cluj, in 1990 she was part of the team of SC Petrom SA Cluj, and starting with 1992 she worked for the Municipality of Cluj. She joined Banca Transilvania’s team in 1995 as Credit Officer, in 1997 she became Marketing Manager, in 1999 - Card Division Manager, in 2003 - Card Sales Division and Product Development Manager, and in 2005 - Retail Banking Manager. She has been Retail Banking Executive Manager since February 2008. Tiberiu Moisa (born 1975) graduated in 1998 from The Academy of Economic Studies (ASE), Bucharest, Faculty of Finance, Banks and Stock Exchanges. Moreover, in 2007 he graduated from the INDE Institute, the Executive MBA program organised by ASE Romania and CNAM France. In 1998 he began his activity within the National Bank of Greece, Romania, as Account Administrator (1998), as Compensation Officer (1999), respectively Head of the Operations Department (2000). He continued the banking activity at ABN AMRO Bank, as Operations Manager (2001) and Account Manager (2002) within Sibiu Branch, and starting 2002 he occupied the position of Branch Manager - Tg. Mures. He joined the team of Banca Transilvania in 2002 and is currently Corporate and SME Client Executive Manager, member of ALCO, the Human Resources Committee, and he is also the Coordinating Manager of the two foundations established by BT “Clubul Intreprinzatorului Roman” (The Romanian Entrepreneurs Club) and “Clujul Are Suflet” (Cluj Has Soul). Ioan Calin Bucur (born 1967) graduated in 1992 from the Faculty of Economics within Babes-Bolyai University, Cluj-Napoca. He started his activity in 1991 at The General Directorate of Public Finance of Cluj, as Duty and Tax Inspector, and in 1993 occupied the position of Credit Inspector at BCR Cluj. He joined the team of Banca Transilvania in 1995 as Credit Mediator, Head of Credit Department, and Deputy Manager of the Cluj Branch. In 1997 he became Executive Manager of SC Stock Invest Cluj, and starting from 1999 he occupied several positions at Banca Transilvania, respectively Auditor - Internal Audit Service (2000), Clerk (2003) – Credits Division, as Clerk Coordinator (2005), Manager (2009), and since February 2009 he is Executive Manager of the Risk Management Department. Delia Luminita Runcan (born 1970) graduated in 1993 from the Faculty of Economic Sciences at the Babes-Bolyai University of Cluj-Napoca and the Faculty of Law of Cluj-Napoca, of the „Dimitrie Cantemir” Christian University of Bucharest, in 2001. She started her activity at Banca Transilvania, as Arbitrator within the Treasury Department. In 1995 she

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becomes the Head of the Arbitration Department, and starting from 1997 she becomes Treasury Manager. She is also a member of the Technical Committee for the Management of Banking Risks, ALCO and secretary of CTALCO. Between 2009-2013 she was the Executive Manager – Treasury and this year (2013) she has been appointed Deputy CEO of Banca Transilvania. Mihaela Simona Nadasan (born 1971) graduated in 1995 from the Faculty of Economics, Babes-Bolyai University of Cluj-Napoca, Finance and Banking, and in 2005 she graduated from L'Institut d'Étude du Développement Economique (Conservatoire National des Arts et Metiers - Paris, and ASE Bucharest), obtaining a diploma in Executive Master of Business Administration. Her banking experience includes the activity of dealer at Dacia Felix Bank Cluj-Napoca and, starting with 1995, at West Bank Cluj-Napoca. In 1998 she joined the team of Banca Transilvania as Treasury Officer. Since January 2009 she has occupied the position of Executive Manager – Financial Institutions and International Relations, where she coordinates the entire activity connected to relations with financial institutions and commercial banks from Romania and abroad, the management of financing lines obtained by Banca Transilvania in foreign currency, the management of exposure limits on counterparty banks. Nevenca Zoranca Doca (born 1972) graduated in 1995 from the University of Bucharest, Faculty of Biology, specialized on Medical Biology, and in 1996 she completed the program of master studies, specialized on Neurobiology - Human Behaviour, from the Faculty of Biology, University of Bucharest. She started her professional activity within the company Italoromedica in 1995, as a Supervisor on Quality Assurance and Control, and starting from 1998, she worked for ABN AMRO Bank as Human Resources Assistant, Human Resources Officer, and Human Resources Manager at national level. She joined the team of Banca Transilvania starting from 2002 as Human Resources Manager, and since February 2009 she has occupied the position of Executive Manager - Human Resources. There is no potential conflict between the responsibilities of the members of the Board of Directors and the Executive Management Committee of the Bank and their personal interests and/or other responsibilities. 10. THE FUNCTIONING OF THE ADMINISTRATION AND MANAGEMENT BODIES

Audit Committee In accordance with the applicable legal provisions and in order to carry out the duties regarding the internal audit, the Board of Directors decided to set up an Audit Committee, formed by members of the Board of Directors who do not hold management positions. At

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present, the Audit Committee consists of the following non-executive directors: - Peter Franklin - Retegan Carmen - Roberto Marzanati

The Audit Committee is headed by a President elected by its members. It meets whenever required and related discussions are written down. The following persons may be invited at the Audit Committee meetings: Internal Audit Manager, Financial Auditor, external consultants or other relevant persons. The Committee preapproves all the audit services as well as the authorized services provided by the external auditor. The Audit Committee has the following responsibilities entrusted by the Board of Directors, according to the activity: Financial statements

• Examining significant accounting aspects, reporting and understanding their impact on the financial statements; such aspects include:

-Important matters concerning the accounting principles and the presentation of financial statements, including any significant changes of the Bank’s decision regarding the choice or the application of the accounting principles;

• Examining the analysis prepared by the management and/or by the financial auditor, containing significant reporting aspects and statements in relation to the preparation of the financial statements, including analysis of the effects of the alternative GAAP methods on the financial statements;

Internal Control • Understanding the purpose of examination of the financial statements by the external

and internal audit and obtaining reports and recommendations in relation to the identified issues, along with the management responses (best practice);

Internal Audit • Examination - together with the management and the Internal Audit Manager - of

operations, audit plans, activities, personnel and structure of the internal audit function;

External Audit • Examination of the proposals made by the external auditor regarding the audit

purpose and approach method, including the coordination between external and internal audit;

• Ensuring the external auditor's independence, in accordance with the requirements of Audit International Standards;

• Organising regular meetings with the external auditor in order to discuss issues that should be treated in private, according to the opinion of the committee or of the auditors.

Reports

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• Providing means of open communication between the internal audit, the external audit and the Board of Directors;

Other responsibilities • Examination and annual assessment of compliance with the Committee’s rules of

organization, requesting the Board of Directors’ approval for any proposed changes and ensuring appropriate communication in accordance with the applicable legal provisions.

• Providing an annual confirmation that all the responsibilities referred to in these Rules of organization and functioning have been properly carried out;

• Monitoring internal auditors and financial auditors; • Proposal/appointment/revocation, as follows:

o Recommendation addressed to the Remuneration Committee for the approval/dismissal of the Internal Audit Manager, for establishing the remuneration and the variable part of the salary (including annual performance incentives) as well as the activity evaluation system.

o The approval/dismissal proposal regarding the financial auditor (external), including the remuneration proposal is addressed to the bodies with supervision attributions;

• Reviewing and approving the activity coverage of internal audit and financial audit (external), the audit assignment frequency and the annual audit plan;

• Reviewing audit reports and establishing (as appropriate) the measures to be adopted by the executive management and ensuring that the bodies with management responsibilities adopt and implement the necessary measures in order to solve the deficiencies identified during the control and compliance activity, as well as other issues identified by the auditors.

Remuneration Committee: It is a body under the authority of the Board of Directors, established with the purpose to deliver competent and independent opinions regarding the remuneration policies and practices. The composition of the Remuneration Committee is:

- The Chairman of the Board of Directors - 2 Members of the Board of Directors.

It analyses and ensures that the policies and the general principles of remuneration, as well as staff benefits are in line with Banca Transilvania’ business strategy, its long term objectives, values and interests. The Remuneration Committee meets at least twice a year, or whenever it is necessary, upon the request of one of its members or of the Bank’s management. Executive Management Committee (EMC):

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EMC members are responsible for the Bank’s management in such a manner so as to meet business practice requirements and to the best interest of the Bank, by taking into account the shareholders’ return, the image of the Bank and the public interest. Key principles of activity are transparency, honesty, prudence and profit maximisation. EMC members are jointly and individually responsible before the Board of Directors for the exercise of assigned duties. EMC consists of 11 members: the General Manager, the Deputy General Manager and 9 Executive Managers: Operations Manager (COO), Corporate and SME Manager (CC&SMEs), Retail Banking Manager (RB), Regional Manager Bucharest (DEB), Regional Manager Oradea (DEO), Risk Manager, Deputy CEO 2, Financial Institutions and International Relations Manager, Human Resources Manager. EMC decisions are communicated by the EMC secretary to the specialised departments, technical committees in the Headquarters and branches, by indicating the deadlines and the tasks to be accomplished. Committee for the Review of Internal Rules: The Committee has the following composition:

- A non-executive member of the Board of Directors ; - General Manager; - Deputy General Manager.

The Committee submits to the Board of Directors a summary of amendments or new rules proposed for approval. The Board of Directors will ensure that the implementation of internal rules is observed at the level of the Management Committee, on the basis of specific indicators and of half-year reports highlighting the results of such implementation. Technical Committee for the Management of Banking Risks (CTARB): The Committee is appointed by the EMC and consists of 7 members: General Manager, Deputy General Manager, Operations Manager (COO), Regional Executive Manager Bucharest (DEB), Regional Executive Manager Oradea (DEO), Risk Manager (Executive Secretary of the Technical Committee), Deputy CEO 2. The Technical Committee for the Management of Banking Risks exercises the risk management function as a collective body; its members exercise a part of the specific rights related to risk management in their field of activity. The Technical Committee for the Management of Banking Risks meets every month or whenever the situation requires in order to analyse the reports/materials in which the Bank’s specialized departments present special events or the evolution of certain indicators which are different from the policies, the forecasting and the indicators established by the Bank as being relevant for the normal course of activity (with reference to the pre-determined limits) and to take the appropriate decisions.

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Technical Committee for the Management of Assets and Liabilities (ALCO): The Committee is appointed by EMC and has the following structure: General Manager; Deputy General Manager; Operations Manager (COO), Risk Manager, Retail Manager; Corporate and SME Manager, Financial Institutions and International Relations Manager, Deputy CEO 2 (Executive Secretary of the Technical Committee). The Financial Manager and the Manager of Budget and Planning Department have the quality of permanent guests. The Technical Committee for the Management of Assets and Liabilities receives information and reports from the specialized departments. The committee examines the documentation and makes decisions concerning the management of interest rate risk, currency risk, liquidity risk and price risk, for the purpose to ensure the appropriate management of the Bank’s assets and liabilities. The decisions contain specific deadlines and responsibilities. Technical Committee for Audit, Compliance and Internal Control (CTACCI): The Technical Committee for Audit, Compliance and Internal Control consist of 5 members: Deputy General Manager (coordinator of the internal control system - executive secretary of the committee); General Manager; Risk Manager; Regional Executive Manager Oradea (DEO); Regional Executive Manager Bucharest (DEB). The decisions of the Committee are adopted by half plus one of the members which form the committee. The Technical Committee for Audit, Compliance and Internal Control examines the acts of control of the Internal Audit Department, the Department for Risk Credit Inspection, the Compliance Department, the Electronic Channels Division, of the Department for Operational Risk Management and of other departments in charge with internal control and make decisions to remedy the identified deficiencies. Technical Committee for the Approval of Internal Rules (CTARI): The composition of the Technical Committee for the Approval of Internal Rules is the following: Deputy General Manager (Executive Secretary of the Technical Committee); Executive Manager (COO); Executive Manager (CC&SMES); Executive Manager (RB); Executive Manager (Risk Management). The committee receives the documentation for endorsement/approval of internal rules and examines its contents. It ensures the compliance with the internal rules in accordance with the legal provisions in force. Technical Committee for Operational Risk (CTRO): The Technical Committee for Operational Risk focuses mainly on risk management in operations and its membership is the following: General Manager, Deputy General Manager, Executive Manager (COO) (executive secretary of the Technical Committee); Executive Manager - Risk Management.

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The Technical Committee for Operational Risk receives information and reports from the specialized departments in the Head Office and branches, it analyses the documentation and makes decisions concerning operational risk or submits proposals to other Technical Committees under the supervision of the Executive Management Committee or to the Executive Management Committee based on competence. It communicates the measures to be implemented by departments in the Head Office/branches and monitors their implementation within the established deadlines. Technical Committee for Credit Policy and Approval (CTPAC): The main objective is to establish BT’s lending policy and to approve loans with value or conditions exceeding the competence of other departments or persons within the Bank. The Technical Committee for credit policy and approval has the following members: General Manager; Deputy General Manager; Executive Manager – Corporate & SME Clients (for legal persons) - executive secretary of the technical committee; Regional Executive Manager (for natural persons); Executive Manager – Risk Management; Executive Manager – COO; Regional Executive Manager (DEB); Regional Executive Manager (DEO). Technical Committee for Human Resources (CTRU): The Technical Committee for Human Resources was created in order to increase efficiency and focus in making decisions regarding BT employees. The Technical Committee for Human Resources is composed of: General Manager; Deputy General Manager; Executive Manager (COO); Executive Manager - Retail Banking; Executive Manager - Corporate and SME Clients; Regional Executive Manager Bucharest (DEB); Executive Manager - Human Resources - executive secretary of the technical committee; Status of attendees: Deputy Manager for Human Resources, Deputy Manager for Human Resources (Bucharest) and a representative of the employees. Credit and Risk Committees in the Head Office (CCR1 and CCR2): The main objective of the Credit and Risk Committees in the Head Office is to analyse and to approve loans, respectively to restructure loans according to the competences granted by the Executive Management Committee. The Technical Committee for credit policy and approval mandates CCR1 and CCR2 with the capacity to approve loans (the competence is set in specific internal regulations). Membership of the Credit and Risk Committee 1 (CCR 1) The members of the Credit and Risk Committee 1 (CCR 1) are:

- deputy manager of DMRC/coordinator of risk analysts / designated substitutes; - management of the Corporate Client Credit Department, SME Department, Healthcare Division and Retail Credit Department, within the HO - Heads of Services within the Corporate Client Credit Department/ Manager of the Corporate Client Credit Department/designated substitute; SME Clients Department Manager/ deputy

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manager for SME loans/ designated substitute for SME clients; deputy manager of the Healthcare Credit division/ designated substitute for Healthcare division clients; Deputy manager for retail loans/ designated substitute for retail clients; legal advisor / designated substitute. Membership of the Credit and Risk Committee 2 (CCR 2): - deputy general manager / designated substitute - manager for Risk Management, deputy manager of DMRC/designated substitute - management of the Corporate Client Credit Department, SME Department, Healthcare Division and Retail Credit department within the HO: Manager of Corporate Client Credit Department/designated substitute; SME Department Manager/ deputy manager for SME loans/designated substitute for SME clients; deputy manager of the Healthcare Credit division/ designated substitute for Healthcare division clients; Deputy manager for retail loans/ designated substitute for retail clients; legal advisor / designated substitute. It analyses and approves the loan requests of the branches in RON and foreign currency, which fall under their competence, based on the information contained in the loan reports/ Credit risk assessment forms. Credit and Risk Committee in branches/agencies (CCRS/CCRA); The main objective of the Credit and Risk Committees in branches/agencies is to analyse and approve loans, respectively to restructure loans according to the competencies granted by the EMC. The membership of the Credit and Risk Committee is established to cover staff size and structure in BT branches. There are 3 types of credit and risk committees at branch level:

a. Credit and Risk Committee approving loans to Corporate clients – no. of members: at least 3 persons.

b. Credit and Risk Committee approving loans to SMEs, family associations or authorized natural persons – no. of members: 3 persons.

c. Credit and Risk Committee approving loans to natural persons. CCR members are:

- Branch manager/ Deputy branch manager; - Head of retail/ retail coordinator/ head of retail loans; - Credit analyst/ client advisor / head of agency (for the documentation related to the

coordinated agency); - Legal advisor (specialized consultant, at the request of the Credit and Risk Committee

without voting right).

Membership of the Credit and Risk Committee in Agencies:

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The structure of the Credit and Risk Committee at agency level, both for natural persons and legal persons, is the following:

- Head of agency; - SME advisor (credit analyst) / retail advisor.

The decision to grant lending competences is valid as long as the head of agency is present; otherwise the credit documentation is submitted for approval to the Credit and Risk Committee of the Branch. The SME advisor and the Retail Banking advisor may replace one another, when one of them is missing. Cost Control Committee (CMC): The Cost Control Committee has been created at the initiative of the Executive Management Committee. The membership of the Cost Control Committee is the following: chairman: Financial Manager; members: General Manager; Executive Manager (COO); Head of the Office for Financial Analysis; Manager of Investments and Logistic department (in position of executive secretary of the committee). The committee meets at least once a month or whenever it is necessary. The committee has the following responsibilities: examination of effective operating costs per components, with focus on the segments incurring the highest expenses, identification of causes for unjustified costs, making proposals and decisions for cost reduction. Operations Steering Committee (OSC) OSC is responsible for coordinating, recommending and reviewing changes in various operational areas in order to streamline BT’s activity. The committee members are: General Manager, Deputy General Manager, Executive Manager - COO, Executive Manager - Retail Banking, Executive Manager - Corporate and SME clients/ Business Banking Manager, Project Management and IT managers. Any department manager within BT Head Office may attend the meetings of OSC. . Mr. Nicolae Tarcea as legal representative of Banca Transilvania, I declare that Banca Transilvania fulfils the corporate governance regime in force in Romania.

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11. MAIN SHAREHOLDERS

As at 30.12.2012, the shareholder structure was the following:

No. of persons No. of Shares Percentage %

ROMANIAN CAPITAL 25,956 939,705,008 49.38

Natural persons 25,308 438,899,234 23.06 Legal persons 648 500,805,774 26.32

FOREIGN CAPITAL 770 963,337,405 50.62

Natural persons 641 54,140,207 2.84

Legal persons 129 909,197,198 47.78

TOTAL 26,726 1,903,042,413 100

Shareholders’ Register as at 30.12.2012.

Significant Shareholders

The EBRD is the only shareholder owning more than 10% of the Bank’s share capital, notably 278.100.206 Shares representing 14.6134%. The EBRD is an international financial institution owned by 63 countries, the European Community and the European Investment Bank.

A description of the agreements known by the Issuer, which may generate at a later date a change of control over the Issuer. Not applicable.

12. FINANCIAL INFORMATION ON THE ASSETS, FINANCIAL STATEMENTS AND REPORTS OF THE ISSUER

12.1.Historical financial information

Banca Transilvania is part of the Banca Transilvania Financial Group, which includes the parent-Bank and its subsidiaries headquartered in Romania and in the Republic of Moldova. The Group’s financial statements for the fiscal year ended 31 December 2011, 31 December

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2010 and 31 December 2009 consist of the financial statements of Banca Transilvania S.A. and those of its subsidiaries, which together form the Group. The subsidiaries include the following entities: Subsidiary Field of activity 31

December 2011

BT Securities S.A. Investments 95,50%BT Leasing Transilvania IFN S.A. Leasing 100,00%BT Investments S.R.L. Investment 100,00%BT Direct IFN S.A. Other lending activities (consumer

loan) 100,00%

BT Building S.R.L. Investments 100,00%BT Asset Management S.A.I. S.A. Asset Management 80,00%BT Solution Agent de Asigurare S.R.L. Insurance and Pension Houses

Related Activities 95,00%

BT Asiom Agent de Asigurare S.R.L. Insurance and Pension Houses Related Activities

95,00%

BT Safe Agent de Asigurare S.R.L. Insurance and Pension Houses Related Activities

99,98%

BT Intermedieri Agent de Asigurare S.R.L.

Insurance and Pension Houses Related Activities

99,99%

BT Account Agent de Asigurare S.R.L. Investments 100,00%BT Compania de Factoring S.R.L. Factoring 100,00%BT Finop Leasing S.A. Leasing 51,00%BT Consultant S.R.L Financial Brokerage 100,00%BT Evaluator S.R.L. Financial Brokerage 100,00%Medical Leasing IFN S.A. Leasing 100,00%Rent-a- Med S.R.L. Rental of medical equipment 100,00%BT Leasing MD S.R.L. Leasing 100,00%BT Transilvania Imagistica S.A. Other activities related to human

health 91,43%

Consolidated Profit and Loss Account For the year ended 31 December

2011thousand

2010thousand Lei

2009thousand

83

Lei LeiInterest income 1.856.372 1.894.260 2.109.440Interest expenses -921.954 -897.963 -1.355.111Net interest income 934.418 996.297 754.329Fee and commission income 436.026 421.645 417.098Fee and commission expense -53.868 -46.735 -46.293Net fee and commission income 382.158 374.910 370.805Net trading income 111.613 118.969 143.201Other operating income 61.524 51.719 48.316Operating income 1.489.713 1.541.895 1.316.651Net impairment losses on assets, other liabilities and credit commitments

-315.849 -646.965 -490.784

Staff expenses -390.262 -373.371 -348.999Depreciation expenses -63.787 -60.897 -68.042Other operating expenses -364.386 -306.888 -299.957Operating expenses -1.134.284 -1.388.121 -1.207.782Share of profits/(losses) in associates 0 4.741 10.298Profit from the sale of associates and jointly controlled companies

- 38.596

Profit before tax 355.429 158.515 157.763Income Tax expense -58.181 -24.531 -21.048Profit for the year 297.248 133.984 136.715Profit for the year attributable to: Equity holders of the Bank 297.019 133.794 138.323Non-controlling interests 229 190 -1.608Profit for the year 297.248 133.984 136.715Basic earnings per share 0,1840 0,0801/0,0978 0,1038Diluted earnings per share 0,1840 0,0801 0,1038

The financial statements included in the Consolidated Profit and Loss Account for the financial year ended 31st December table, have been audited Consolidated statement of comprehensive income For year ended 31 December

2011thousand

Lei

2010 thousand Lei

2009thousand Lei

Profit for the year 297.248 133.984 136.715Other comprehensive income, net of income tax

84

Fair values gains/(losses) from available for sale investments (net of deferred tax)

-15.820 7.263 44.405

Other elements of comprehensive income, net of tax

20.906 5.494 2.950

Revaluation reserve for fixed assets - 6.116 -Total comprehensive income for the period

302.334 152.857 184.070

Total comprehensive income attributable to: Equity holders of the Bank 302.127 153.024 186.692Non-controlling interest 207 -167 -2.622Total comprehensive income for the period

302.334 152.857 184.070

The financial statements included in the Consolidated statement of comprehensive income for the financial year ended 31st December table, have been audited. Consolidated statement of financial position For the year ended 31 December

2011 thousand Lei

2010 thousand

Lei

2009 thousand

Lei Assets Cash and cash equivalents 4.550.256 3.701.125 3.186.997Placements with banks 778.977 1.237.155 1.535.915Financial assets at fair value through profit and loss

140.551 111.977 44.865

Loans and advances to customers 13.977.655 12.215.792 11.481.759Net lease investments 207.388 223.617 271.312Available for sale securities 5.816.778 3.780.997 2.573.466Held to maturity securities 819 820 11.654Investments in associates - - 42.404Property and equipment 297.531 287.570 305.000Intangible assets 70.555 48.875 12.389Goodwill 376 8.369 8.369Deferred tax assets 28.163 30.454 16.719Other assets 139.764 83.501 122.181Total assets 26.008.813 21.730.252 19.613.030

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Liabilities Deposits from banks 251.181 333.194 259.134Deposits from customers 20.257.251 17.279.132 14.989.199Loans from banks and other financial institutions

2.592.982 1.593.295 2.160.404

Other subordinated liabilities 260.148 257.553 253.665Securities - 0 1.262Other liabilities 255.384 177.114 111.332Total liabilities 23.616.946 19.640.288 17.774.996 Equity Share capital 1.860.159 1.560.500 1.176.237Treasury shares -2.118 -256 -333Share premiums 732 0 97.684Retained earnings 303.268 301.088 354.157Revaluation reserve 35.544 28.291 22.543Other reserves 192.248 198.230 179.948Total equity attributable to equity holders of the Bank

2.389.833

2.087.853 1.830.236

Non-controlling interest 2.034 2.111 7.798Total equity 2.391.867 2.089.964 1.838.034Total liabilities and equity 26.008.813 21.730.252 19.613.030

The financial statements included in the Consolidated statement of financial position for the financial year ended 31st December table, have been audited.

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Consolidated statement of changes in equity For the year ended 31 December

Attributable to equity holders of the Bank In thousand Lei Share

capital Own

shares Share

premium

Revaluation reserves

Other reserve

s

Retained

earnings

Non-controlling interest

Total

Balance as at December 31, 2010 1.560.500

-256 - 28.291 198.230

301.088 2.111 2.089.964

Total comprehensive income for the period Profit for the year 297.019 229 297.248Other comprehensive income, net of income tax Transfer from revaluation surplus to retained earnings

-1.080 1.080

Fair values losses from available for sale investments (net of deferred tax)

-15.820 -15.820

Revaluation reserve for fixed assets Other changes -3.398 8.333 15.971 -22 20.884Total comprehensive income for the period

-3.398 7.253 -15.820 314.070 207 302.312

Increase in share capital through conversion of reserves from the statutory profit

302.336 -302.336

Increase in share premium 732 732Increase in share capital through cash 721 721

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contribution Distribution to statutory reserves 9.838 -9.838Acquisition of own shares -1.862 -1.862Acquisition of non-controlling interest

284 -284

Contributions by and distributions to owners

303.057 -1.862 732 - 9.838 -311.890 -284 -409

Balance as at December 31, 2011 1.860.159

-2.118 732 35.544 192.248

303.268 2.034 2.391.867

Balance as at December 31, 2009 1.176.23

7-333 97.684 22.543 179.94

8354.157 7.798 1.838.03

4Total comprehensive income for the period Profit for the year 133.794 190 133.984Other comprehensive income, net of income tax Transfer from revaluation surplus to retained earnings

-368 368

Fair values gains from available for sale investments (net of deferred tax)

7.263 7.263

Revaluation reserve for fixed assets 6.116 6.116Other changes 3.748 1.746 -357 5.137Total comprehensive income for the period

5.748 11.011 135.908 -167 152.500

Increase in share capital through conversion of reserves from the profit

173.901 -173.901

Increase in share capital through 97.684 -97.684

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incorporation of share premium Increase in share capital through cash contribution

112.678 - - - - 112.678

Distribution to statutory reserves 7.271 -7.271Acquisition of own shares 77 77Acquisition of non-controlling interest

- -7.805 -5.520 -13.325

Contributions by and distributions to owners

384.263 77 -97.684 - 7.271 -188.977 -5.520 99.430

Balance as at December 31, 2010 1.560.500

-256 - 28.291 198.230

301.088 2.111 2.089.964

The financial statements included in the Consolidated statement of the equity evolution for the financial year ended 31st December table, have been audited.

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Consolidated cash flow statement For the year ended 31 December

2011 thousand Lei

2010 thousand

Lei

2009 thousand Lei

Cash flow from/(used in) operating activities Profit for the year 297.248 133.984 136.715Adjustments for: Depreciation and amortization 63.787 60.897 68.042Impairments and write-offs of financial assets

349.593 647.505 490.784

Share of profit in associate, net of dividends

- 1.805 10.298

Fair value adjustment of financial assets at fair value through profit and loss

-9.247 -2.420 -17.203

Profit from the sale of affiliated entities and jointly controlled companies

- - -38.596

Income tax expense 56.190 40.361 21.048Other adjustments -46.366 -143.655 -85.769 Net profit adjusted for non-cash items

711.205 738.477 585.319

Changes in operating assets and liabilities Change in investment securities -1.993.463 -1.238.340 -1.702.780Change in placement with banks 18.935 -4.717 -101.705Change in loans and advances to customers

-2.017.414 -1.234.489 -1.034.093

Change in net lease investment 32.596 22.817 104.893Change in financial assets at fair value through profit or loss

-35.810 -64.692 -13.140

Change in other assets -80.743 -17.647 -51.168Change in deposits from customers 2.950.057 2.302.439 3.114.883Change in deposits from banks -81.493 74.167 -Change in other liabilities 61.601 23.277 -5.918Income tax paid -51.009 13.057 -82.943

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Net cash from/(used in) operating activities

-485.538 614.349 813.348

Cash flow from/(used in) investing activities Net acquisitions of property and equipment and intangible assets

-82.339 -52.879 -24.138

Net cash receipts from the sale of the entities affiliated to the jointly controlled companies

- - 44.693

Acquisition of subsidiaries (net of cash acquired) and investments in associates

- -13.325 -24.039

Dividends collected 817 932 2.017Net cash flow from/(used in) investing activities

-81.522 -65.272 -1.467

Cash flow from /(used in) financing activities Proceeds from increase of share capital

1.453 112.678 -

Net proceeds/(payments) from loans from banks and other financial institutions, subordinated liabilities and debt securities issued

986.945 -590.975 -681.477

Payments for dividends - - -48.793Proceeds/(payments) for own shares -1.862 76 -12.297Proceeds from investments held to maturity

1 10.300 -

Net cash flow from/ (used in) financing activities

986.537 -467.921 -742.567

Net increase in cash and cash equivalents

419.477 81.156 69.314

Cash and cash equivalents at 1 January

4.613.120 4.531.964 4.462.650

Cash and cash items at 31 December

5.032.597 4.613.120 4.531.964

Reconciliation of cash and cash equivalents with the consolidated statement of financial position Cash and cash equivalents 4.550.256 3.701.125 3.186.997Placements with other banks – less than 3 months maturity

484.360 915.583 1.349.220

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Less accrued interest -2.019 -3.588 -4.253Cash and cash equivalents in the cash flow statement

5.032.597 4.613.120 4.531.964

Cash flows from operating activities include Interest collected 1.852.095 1.869.447 2.066.742Paid interest 880.055 907.514 1.377.312 The financial statements included in the Consolidated statement of cash flows for the financial year ended 31st December table, have been audited. 12.2. Audit of the annual financial information Financial Auditor The Bank's auditor is KPMG Audit S.R.L, with head office on DN1, Soseaua Bucuresti-Ploiesti nr.69-71, Sector 1, Victoria Business Park, Bucharest, 013685, recorded with the Trade Register Office under number J40/4439/2000, recorded with the Chamber of Financial Auditors of Romania under no. 9/2001. According to the report of KPMG Audit S.R.L. to the shareholders of the Bank for the years 2011, 2010 and 2009, “the accompanying consolidated financial statements of Banca Transilvania S.A. and of its subsidiaries fairly present, in all significant aspects, the consolidated financial position of the Group as at December 31, 2011, 2010, 2009 as well as the consolidated results of its operations and the consolidated cash flows for the financial year then ended, in accordance with the International Financial Reporting Standards adopted by the European Union”.

12.3. Interim financial information and other information Banca Transilvania Individual Financial Statements, 3rd Quarter of 2012

Individual Profit and Loss Account For Q3 2012

Q3 2012Thousand Lei

Q3 2011 Thousand Lei

Q3 2012/Q3 2011 %

Interest income 1.506.577 1.341.881 1,12Interest expense (798.066) (694.540) 1,15Net interest income 708.511 647.341 1,09

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Fee and commission income 358.371 322.686 1,11Fee and commission expense (44.125) (36.345) 1,21Net fee and commission income 314.246 286.341 1,10Net trading income 100.912 73.345 1,38Other operating income 33.867 14.761 2,29Operating income 1.157.536 1.021.788 1,13Personnel expenses (313.382) (278.044) 1,13Depreciation and amortization (35.055) (36.927) 0,95Other operating expenses (268.534) (233.369) 1,15Operating expenses (616.971) (548.340) 1,13Operating profit 540.565 473.448 1,14Net impairment losses on assets, other liabilities and credit commitments

(265.737) (219.460) 1,21

Profit before tax 274.828 253.988 1,08Tax expense (9.396) (49.472) 0,19Net profit 265.432 204.516 1,30

The financial statements included in the Individual Profit and Loss Account for the financial Q3 2012 table, have not been audited

Individual statement of financial position For Q3 2012

Q3 2012Thousand Lei

Dec 31. 2011 Thousand Lei

Dec 31, 2012/Q3 2011 %

Assets Cash and cash equivalents 4.558.295 4.546.532 1,00Placements with banks 1.059.394 566.608 1,87Loans and receivables 77.593 202.819 0,38Financial assets at fair value through profit and loss

38.734 119.521 0,32

Loans and advances to customers - net

15.526.590 14.035.290 1,11

Investment securities, available for sale

7.171.962 5.813.219 1,23

Investment securities, held to maturity

0 819 -

Investments in associates 74.053 69.978 1,06Intangible assets 74.004 69.136 1,07

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Tangible assets 275.174 266.586 1,03Receivables related to deferred tax 16.683 26.974 0,62Other assets 137.491 100.364 1,37Total assets 29.009.973 25.817.846 1,12Liabilities Deposits from banks 265.800 251.181 1,06Deposits from customers 22.833.173 20.280.230 1,13Loans from banks and other financial institutions

2.671.711 2.468.988 1,08

Other subordinated liabilities 276.095 260.148 1,06Other liabilities 324.251 237.495 1,37Total liabilities 26.371.030 237.495 1,12Equity Share capital 1.989.543 1.860.159 1,07Treasury shares -1.997 -1.907 1,05Share premiums 0 732 -Retained earnings 369.283 234.983 1,57Revaluation reserve 33.548 34.134 0,98Other reserves 248.566 191.700 1,30Total equity 2.638.943 2.319.804 1,14Total liabilities and equity 29.009.973 25.817.846 1,12

The financial statements included in the Individual statement of financial position for the financial Q3 2012 table, have not been audited,

The financial statements presented in the Prospectus on 30. 09. 2012 have not been audited. 12.4. Legal and arbitration procedures

Not applicable.

12.5. Significant changes in the financial or commercial situation Not applicable.

13. ADDITIONAL INFORMATION

13.1. Share capital

The Bank is registered with the Trade Register (TRO) under number J12/4155/16.12.1993, having the Tax identification number 5022670. According to the updated Articles of Association, the Bank has a share capital of 1,903,042,413 Lei divided into 1,903,042,413 shares, each with a nominal value of 1 Leu. The share capital is fully subscribed and paid on the registration date of the mentions regarding the latest increase of capital with the TRO.

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The Shares of the Bank are nominative, dematerialised, registered with the Central Depositary. The Shares bear dividend calculated based on the annual profit of the Bank. Any capital increase and issuance of new Shares can occur after the full payment of Shares from the previous issuance. According to the Articles of Association and the applicable regulations, each share acquired in accordance with the law grants the shareholder several rights attached to the Shares held, including:

• the right to attend and vote in the GSM and Extraordinary GSM; • the right to dividends; • the right of preference associated to the capital increase operation, which gives

shareholders the right of priority in subscribing to the newly issued Shares and protects the holders of Shares against the risk of dilution of the share capital percentage held before the capital increase;

• the pre-emption right applies to issuance of Bonds convertible to Shares; • the right to participate in the distribution of the proprietary assets upon liquidation of the

Issuer; the right to elect and be elected in the governing bodies of the Issuer; • right to the allocation of Shares free of charge in case of share capital increase from

internal resources; • the right to information; • the right to appeal in court the decisions of the GSM or of the Board of Directors adopted

under the delegation of authority; • the right to withdraw from the company, in strictly defined cases; • the right to report to internal auditors any facts which should be examined, in the

shareholder’s opinion; No shareholder can hold 10% or more of the total share capital of the Bank, unless: (i) it is approved by the General Meeting of the Shareholders; and (ii) it is in accordance with all the requirements of banking legislation. Each shareholder must comply with the Articles of Association and shall be bound by the valid decisions of the General Meeting of Shareholders. All Shares confer equal rights and obligations. The shareholders are liable up to the subscribed share capital. The Shares are indivisible. If a share becomes the property of several persons, the Bank may refuse to register the transfer of the share until the respective persons shall not appoint a sole representative to exercise the rights derived from the share. As long as a share is divided between several persons, these are jointly liable for the completion of all relevant payments. 13.2. Memorandum and Articles of Association

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According to the Articles of Association, the main object of activity is: financial intermediation and insurance, financial intermediation, except that of insurance activities and pension funding, monetary intermediation and other monetary intermediation activities. The Bank shall perform specific operations and activities in the country and abroad, on its own or on behalf of its clients, legal or natural entities, on behalf of institutions or in collaboration with these.

14.IMPORTANT AGREEMENTS

Except for the agreements concluded during the ordinary course of the banking activity performed by the Issuer, the Bank did not conclude any agreements that could have affected the Issuer’s capacity to fulfil its obligations to the investors.

15. THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTEREST

KPMG Audit S.R.L, with head office on DN1, Soseaua Bucuresti-Ploiesti nr.69-71, Sector 1, Victoria Business Park, Bucharest, 013685 recorded with the Trade Register under number J40/4439/2000, recorded with the Chamber of Financial Auditors of Romania under no. 9/2001 has audited the Group’s financial statements for the fiscal year ended 31 December 2011, 31 December 2010 and 31 December 2009. These financial statements together with the audit report are attached as Annex to this Prospectus.

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16. DOCUMENTS ON PUBLIC DISPLAY

Throughout the Offer validity period the following documents are available to investors: (a) the Issuer’s Articles of Association; (b) all reports, letters and other documents, historical financial information, valuations and statements prepared by experts at the request of the Issuer from which certain parts are included or referred to in the registration document; (c) the historical financial information of the Issuer or, in case of a group, the consolidated financial information of the two financial years that precede the publication of the registration document. The documents mentioned above are available for consultation, on paper support, at any of the following addresses:

• the headquarters of the Broker (Cluj Napoca, Bld. 21 Decembrie 1989, nr.104, et 1) • the headquarters of the Issuer (Cluj-Napoca, G. Baritiu Str. No.8, 2nd floor)

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II. BONDS TERMS AND CONDITIONS 1. BASIC INFORMATION 1.1. Interests of the individuals and legal entities involved in the offer The Bank and the Broker hereby declare that none of them has any interest that may

significantly influence the Offer, except for those related to the execution and performance of the Bond Agreements and the Prospectus. The Issuer represents to investors that the only persons responsible for drawing the Prospectus are the Bank and Broker and no other person is involved or accepts liability for the Prospectus.

1.2. Reasons for the offer and use of funds The funds obtained from the Offer in a maximum value of Euro 30,000,000 shall be used to increase the Bank's Supplementary Tier II Capital base (own funds of the Bank) and finance the general operations of the Bank and the expansion of the Bank's operations, including its branch network. 2. INFORMATION REGARDING SECURITIES THAT ARE TO BE OFFERED 2.1. The nature and category of securities offered and admitted to trading and the ISIN code (International Securities Identification Number) or any other identifier. The Bonds are nominative, corporate Bonds, issued in dematerialized form, evidenced by book entry in the Bond Registry kept with the Central Depositary. The Bonds shall be registered with CNVM and bear an ISIN Code. Bonds are issued in Euro and shall not be admitted to trading. 2.2. The legislation underlying the creation of the securities. The Bonds are issued and offered in accordance with the Romanian laws, i.e. Capital Market Law and related secondary legislation issued by CNVM and the Company Law. Any dispute that arises from or in relation with the Bonds shall be settled by the competent authorities in Romania. 2.3. Bond form Form and Denomination. The Bonds are corporate securities, issued in nominative, dematerialised form and will be kept with the Central Depositary. The Bonds will be issued in an aggregate nominal value of Euro 30,000,000, consisting of 50,000,000 Bonds with a nominal value of Euro 0.6 each.

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The Bonds are securities which will not be admitted to trading, nominative, convertible into Shares of the Issuer, representing unsecured and subordinated indebtedness qualifying as supplementary Tier 2 capital of the Issuer in accordance with Regulation 18/2006 Title and Transfers. The Title to the Bonds belongs to the holders of the Bonds registered in the Bond Registry kept with the Registrar. The title to the Bonds shall pass to the transferee upon the registration of such transaction in the Bond Registry, in accordance with the civil and commercial laws in force in Romania. Each person who appears in the Bond Register as the holder of such Bonds (in which regard any certificate or other document issued by the Registrar and confirming the nominal amount of such Bonds registered on the account of any person shall be conclusive and binding for all purposes save in the event of manifest error) shall be deemed to be (and shall be treated by the Bank, the Paying Agent and all other agents of the Bank as) the holder of such Bonds. . 2.4. The currency of the issuance Bonds are issued in Euros. 2.5. Classification of the securities offered and admitted to trading, including a summary of any clauses that are intended to influence the classification or to subordinate the securities in question to any other current or future commitment of the Issuer. The issuance in 2013 of the unsecured, convertible and subordinated Bonds amounting to Euro 30,000,000, due in 2020 was authorized by the resolutions of the Extraordinary General Meeting of the Shareholders, adopted on April 27, 2012 and on October 30, 2012. The Bonds are securities which will not be admitted to trading, nominative, convertible into Shares of the Issuer, representing unsecured and subordinated indebtedness qualifying as supplementary Tier 2 capital of the Issuer in accordance with Regulation 18/2006. 2.6. A description of the rights related to securities, including any restrictions that are applicable, as well as of the procedures for the exercise of the rights in question. The Bondholders have the rights provided by the relevant legislation as well as by this Prospectus and by the relevant Bond Agreements with respect to, amongst others, interest payment, conversion rights, their rights to convene Bondholders meetings, to benefit of Payment Agent services, to be provided with certain information.

99

The Bonds are direct, unconditional, general and unsecured obligations of the Bank ranking pari passu among themselves and without any preference, but the Bonds shall be subordinated and junior in right of payment to the non-subordinated claims of all other creditors, but shall rank pari passu with any subordinated debts of the Issuer; provided that, such subordination provisions shall not prevent any holder of the Bonds from exercising the conversion rights under the Bonds set forth in the Prospectus, and no deemed payment of any Bond arising out of any exercise of conversion rights shall be prohibited by such subordination provisions. Relevant details regarding specific rights and limitations are provided in various sections of the Prospectus. Specifically, a description of the provisions on interest, subordination, conversion, bondholders meetings is available at Sections [2], [5] and [11] below. Subject to the terms provided in Annex 2A], the Issuer undertakes to observe certain standards which will increase the performance of the Bank for the benefit of the Bondholders and to provide certain information and documents to the Bondholders. The breach of these undertakings /standards does not constitute an Event of Default and consequently cannot trigger the acceleration, the early repayment of the Bonds or the increase in the initial costs. The Bonds shall not be rated and admitted to trading on a regulated market or any other trading platform (multilateral trading facilities etc). The transfer of the Bonds shall be effected in compliance with the provisions of the civil and commercial laws of Romania. 2.7. Nominal interest rate and provisions for payable interests:

Interest The Bonds bear interest from the Issue Date at a rate equal EURIBOR6 month +6.25% (the sum, the "Interest Rate"), payable semi-annually in arrears on the following dates:

15 July 2013 15 January 2014 15 July 2014 15 January 2015 15 July 2015 15 January 2016 15 July 2016 15 January 2017 15 July 2017 15 January 2018 15 July 2018 15 January 2019 15 July 2019 15 January 2020 Maturity Date

100

If any Interest Payment Date would otherwise fall on a day which is not a Business Day, the payment of interest shall be postponed to the next day which is a Business Day. The period beginning on the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date is called an "Interest Period". For the first Interest Period, (i) the Margin shall be 6.25% per annum and (ii) the EURIBOR6

month shall be the EURIBOR6 month in effect on the second Business Day immediately preceding the Issue Date which can be found on the Reference Page. For each subsequent Interest Period, on the second Business Day immediately preceding the beginning of such Interest Period, the Paying Agent shall determine : (i) EURIBOR6 month for such Interest Period which can be found on the Reference Page and (ii) the applicable margin, that is 6.25%: If, for any reason, EURIBOR 6-month cannot be determined at such times as mentioned above by reference to the Reference Page, EURIBOR 6-month for such Interest Period shall be the rate per annum which the Paying Agent determines to be the arithmetic mean (rounded upward, if necessary, to four decimal places) of the offered rates per annum for deposits in Euro in an amount comparable to the total face value of the outstanding Bonds for a period equal to such Interest Period which are quoted by at least two major Banks active in the Euro-zone Interbank market selected by the Paying Agent and provided further that if pursuant to the above the Interbank Rate would be below zero, the Interbank Rate will be deemed to be zero Return on the Bonds

The return on the Bonds, for one Bond, (periodic interest payment) will be variable dependent on the Interest Rate, which is also variable. The return on the Bonds is calculated for each Interest period pursuant to the following formula:

Where:

VNEuro = par value of a bond in EURO

The return on the Bonds for the first Interest Period ending on July 15 2013 is EURIBOR 6 months in force on the second Business Day before the Issue Date, published on the Reference Page plus a margin of 6.25%.

Bonds will continue to bear interest as provided herein until they are redeemed in full and all

( ) ( )periodInterest in the days of Nodays 360

EURIBORVNpayment interest Periodic

6lunieuro×

+=

Spread

101

payments accrued and unpaid have been paid in full or the Bonds are converted into Shares in accordance with their terms and all payments accrued and unpaid have been paid in full.

Interest will be calculated on the basis of the actual number of days elapsed in an Interest Period and a year of 360 days 2.8. Status, Subordination The Bonds are direct, unconditional, general and unsecured obligations of the Bank ranking pari passu among themselves and without any preference, but the Bonds shall be subordinated and junior in right of payment to the non-subordinated claims of all other creditors, but shall rank pari passu with any subordinated debts of the Issuer; provided that, such subordination provisions shall not prevent any holder of the Bonds from exercising the conversion rights under the Bonds set forth in Section 5. Conversion in Section 2. Information regarding securities that are to be offered, II. Bonds Terms and Conditions below, and no deemed payment of any Bond arising out of any exercise of conversion rights shall be prohibited by such subordination provisions. In the event of bankruptcy or liquidation of the Bank, all amounts due under the Bonds shall be subordinated to the prior payment and satisfaction in full of all unsubordinated indebtedness of the Bank admitted in such procedure. The subordination provisions shall be pursuant to the requirements set forth by the NBR to qualify the Bonds as supplementary Tier II Capital of the Bank (own funds of the Bank), i.e. compliant with the Regulation 18/2006. These Bonds are capital in the form of subordinated loan, in compliance with the terms and conditions below:

1. the binding commitments herein ensure that, in the event of the bankruptcy or liquidation of the Issuer, they rank after the non-subordinated claims of all other creditors and are not to be repaid until all other unsubordinated debts outstanding at that time have been settled. In this respect, the contractual provisions meet the general requirements on subordinated debt, i.e.:

• subordination is effective; • the Prospectus does not contain any clauses which may lead to the early repayment of

the Bonds or to the increase of the initial costs of the Bonds. This does not however prejudice the Bondholder’s right to petition for the winding-up of the Issuer, in the event of the culpable failure of the contractual obligations. The only situations that represent culpable events of default of the Issuer (Events of Default) are: failure to pay the due amounts according to the Prospectus (the interest pursuant to the Prospectus and the principal upon maturity) and the Issuer’s bankruptcy, respectively. In these situations, the Bondholder does not have any way to realize his claim other than the possibility to request the winding up of the debtor or finally, to enforce his rights by a liquidation procedure of the latter; additional claims for damages are possible only within these procedures for the realization of the claims and such claims shall be collected together with the main claim, after all other unsubordinated claims.

102

In compliance with the NBR subordination requirements (including without limitation Regulation 18/2006), the Bondholders shall have no right to offset any amount owed by them to the Issuer against any amount owed by the Issuer to the Bondholders. –

2. only fully paid-up funds are taken into account; 3. the loans involved shall have an original maturity of at least five years; 4. the total amount taken into account in the determination of tier 2 supplementary own funds will be gradually reduced during at least the last five years before the repayment date, by applying equal semi-annual proportional shares, so that the outstanding Bonds are no longer considered in the reporting for the last semester before the final maturity; 5. the Prospectus does not include any clause providing that, in specified circumstances, other than the winding-up of the Issuer, the debt shall become repayable before the agreed repayment date.

For as long as the Bonds are outstanding, the Bank shall not create or permit to be created any mortgage, pledge or other lien or charge on any of its property or assets, as security for any bonds, notes or other evidence of indebtedness heretofore or hereafter issued, assumed or guaranteed by the Bank for money borrowed, but failing to observe such undertaking does not represent an event of default in the meaning of Regulation 18/2006 and consequently cannot trigger an early repayment, acceleration or increase in the initial costs of the Bonds". Until the date of the first Business Day of the Primary Offer, the Bank will not make any and will not allow the entry into force of any amendment to any of the Bond Agreements that would adversely affect the interests of the Lead Investor in the bonds of Tranche A, and will promptly notify the Lead Investor with respect to the termination or change of any Bond Agreement, [and in reference to any replacement or substitution of the Paying Agent], but failure to comply does not constitute a case of cross default, as defined by Regulation 18/2006 and, consequently, cannot trigger a prepayment, acceleration or increase in the initial costs of the Bonds. Until the date of the Lead Investors’ subscription in the Primary Offer, in case the Lead Investor finds any major violation or any event which proves false or incorrect any of the representations or warranties of the Tranche A Bonds Subscription Agreement, of the Prospectus or any of the Bond Agreements or any other documents referring to the aforementioned, or any failure of the Bank to comply with any undertakings or arrangements in the Tranche A Bonds Subscription Agreement, the Prospectus or any of the Bond Agreements or any other documents referring to the aforementioned, the Lead Investor has the right to terminate the Tranche A Bond Subscription Agreement, but this does not constitute a case of cross default, as defined by Regulation 18/2006 and, consequently, cannot trigger a prepayment, acceleration or increase in the initial costs of the Bonds. 2.9. Payments

(a) All payments of principal and interest in respect of the Bonds will be made on the applicable Interest Payment Date and/or Redemption Date, as applicable, by the Paying

103

Agent to the Bondholders registered in the Bond Registry as of the applicable Record Date. "Record Date" shall be the date three (3) Business days prior to the applicable Interest Payment Date or the Redemption Date, as applicable. All payments will be subject to applicable fiscal, tax or other laws, regulations or directives. No commission or expenses shall be charged to the Bondholders in respect of such payments.

(b) The Bank has reserved the right at any time to vary or terminate the appointment of the

Paying Agent and appoint a substitute and/or additional or other paying agents, subject to the prior written consent of the Bondholders and provided that it will, as long as any of the Bonds remains outstanding, at all times maintain a paying agent having a specified office in Romania. Notice of changes in the Paying Agent or its specified office will be given to the Bondholders in accordance with Section 7 (Notices) in this Section II. Bonds Terms and Condition.

3. Prescription Claims against the Bank for payments in respect of the Bonds shall be prescribed and become void unless made within three (3) years (in the case of principal or interest) as of the appropriate Relevant Date thereof. As used in these Terms and Conditions, "Relevant Date" in respect of any Bond means the date on which the payment thereof first becomes due. 4. Events of Default - With respect to the Bonds, it shall be an "Event of Default" if (a) the Bank fails to pay when due the principal or the interest on any bond due in accordance with the Prospectus or (b) any bankruptcy proceedings are initiated against the Bank or the Bank files a petition seeking bankruptcy under any applicable law. Notwithstanding anything to the contrary in this Prospectus, only liquidation of the Issuer can trigger the advanced repayment of the Bonds prior to maturity. The conversion of the Bonds does not constitute an advanced reimbursement. Consequences of Events of Default:

(a) If the Issuer fails to pay on due date any principal of, or interest on the Bonds outstanding under the Prospectus, the Bondholders may, in compliance with the NBR Regulation 18/2006, commence the bankruptcy and the subsequent liquidation proceeding against the Issuer in accordance with Romanian law and shall be able to request the repayment of the Bonds only within the bankruptcy or liquidation procedure of the Issuer. (b) As long as any portion of the Bonds qualifies as subordinated indebtedness the Bonds cannot be accelerated. However, if there shall have been entered against the Issuer a decree or order by a court or other competent authority declaring the Issuer Bankrupt, or any resolution has been passed for the liquidation within the insolvency proceedings of the Issuer, or a court or other competent authority has made a decision to commence bankruptcy proceedings against

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the Issuer, then such will be the only situation under the Prospectus provided that the Bonds will be qualified as supplementary Tier 2 Capital when the Bondholders may declare the principal of, and all accrued interest on, the Bonds to be, and the same shall thereupon become, immediately due and payable by the Issuer without any further notice and without any presentment, demand or protest of any kind, all of which are hereby expressly waived by the Issuer. In any such bankruptcy or liquidation of the Issuer, the payment of any amounts payable shall be subordinated to the payment of all unsubordinated indebtedness. 5. Conversion Conversion Rights. Subject to the conditions set forth in this Section 5 any Bondholder may choose to effect the conversion of all or any portion of the outstanding principal of Bonds held by such Bondholder into Shares of common stock of the Bank free and clear of any Encumbrance (as defined below) and together with all rights attaching thereto: (i) by sending a Conversion Notice in the form of Annex 4 within (30) days from a Price Fixing Date or (ii) by sending a Conversion Notice in the form of Annex 4 within 90 days immediately following a Liquidity Event Date. For the avoidance of doubt, the Issuer shall mention the exact Conversion Date in the notification towards Bondholders of each Price Fixing Date at least fifteen (15) days prior to such date and within five (5) days after a Liquidity Event Date. The Conversion shall be made at a price per Share to be determined on the applicable Price Fixing Date or Liquidity Event Date, equal to the average between the highest and lowest daily price of the Shares on the Spot Regular market, weighted by the daily trading volume on the Spot Regular market over the 90 days on which the Shares were traded on BVB, immediately prior to the applicable Price Fixing Date or Liquidity Event Date, as applicable, as illustrated in the following price formula:

∑

∑

=

=⎟⎠⎞

⎜⎝⎛ ∗

+

= 90

1

90

1 2)(

dd

dd

lh

V

Vpp

P

where

P is the Conversion Price

d denotes a trading day at the BVB

Ph is the highest price at which the Shares are traded on the trading day d on the Spot Regular market

Pl is the lowest price at which Shares are traded on the trading day d on the Spot Regular

105

market

Vd is the number of Shares traded on the trading day d on the Spot Regular market

The Conversion shall be effected by the offering to the Broker (who will forward it to the Bank’s Board of Directors) of that number of Bonds owned by the Bondholder as may be required, pursuant to the next sentence, in order to effect the payment of the Conversion Price against the delivery by the Bank to the Bondholder of the number of Shares which the Bondholder may be entitled to acquire by way of such Conversion. The number of Shares into which the outstanding principal (or portion thereof) shall be converted, shall be determined by dividing the RON equivalent of the outstanding principal the Bondholder has chosen to convert, based on an exchange rate equal to the Spot Exchange on the applicable Price Fixing Date or Liquidity Event Date, by the Conversion Price. The Conversion Price is subject to adjustment as provided under the Sub-Paragraph Antidilution Provisions. For purposes hereof, "Spot Exchange" shall mean the RON/Euro exchange rate published by the NBR as shown on Reuters; and "Encumbrance" shall mean any claim, charge, mortgage, security, lien, option, equity, pledge, proxy, power of sale, hypothecation, third party rights, pre-emptive right, right of first refusal or, security interest of any kind, voting trust or agreement, obligation, understanding or arrangement or other restriction on title or transfer of any nature whatsoever. Conditions regarding the Conversion. If a Bondholder chooses to convert a portion, but not all of its Bonds, the minimum aggregate amount to be converted shall be five hundred thousand Euro ( Euro 500,000). In addition, the aggregate number of Shares held by such Bondholder, after giving effect to the Conversion, may not exceed ten percent (10%) of the outstanding Shares at any time, unless the approval of the EGM and authorization of NBR is obtained; provided that, a Bondholder may sell or otherwise dispose from time to time of any portion of Shares then held, so as to enable such Bondholder to further exercise its conversion rights from time to time. This limitation shall not apply to EBRD, which at the date of the Prospectus holds 278.100.206 Shares representing 14.6134 % of the Shares of the Bank. No fractional Shares shall be issued upon any Conversion. If a fractional number of Shares results from a conversion, the number of Shares will be rounded as follows: if the fraction is equal to or less than one-half, the number of Shares will be rounded down to the next whole Share; and if the fraction is greater than or equal to one-half, the number of Shares will be rounded up to the next whole Share. Manner of Effecting a Conversion. The Bank shall notify the Bondholders of each Price Fixing Date at least fifteen (15) days prior to such date and within five (5) days after a Liquidity Event Date by publishing a notice in one of the leading national newspapers in Romania and by direct notice to any Bondholder holding Bonds in a minimum aggregate principal amount of Euro 1,000,000 and through ah-hoc report

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to BVB If a Bondholder elects to effect the Conversion, the Bondholder shall deliver a duly executed irrevocable Conversion Notice to the Broker (who will forward it to the Council of Administration of the Bank in order to approve and register the share capital increase with the Shares resulted from such conversion) within thirty (30) days immediately following such Price Fixing Date or within ninety (90) days following a Liquidity Event Date, as applicable. No notice shall be accepted by the Bank after the 30th day following the Price Fixing Date or after the 90th day following the Liquidity Event Date. Upon a Conversion, the accrued and unpaid interest on the Bonds to be converted will be paid to the Bondholder on the 3rd Business Day after the Shares Issue Date immediately following such Conversion Date, for the Period, between the previous Interest Payment Date and the applicable Shares Issue Date, excluding the Shares Issue Date. Upon any Conversion, the rights of the converting Bondholder with respect to the outstanding principal and all interest pursuant to the converted Bonds (other than accrued and unpaid interest mentioned in the preceding sentence), shall cease. The Registrar shall make the appropriate book-entry changes in the Bond Registry. Upon a Conversion, the share capital of the Bank shall be increased, with the approval of the Board, without the exercise of any pre-emptive rights otherwise applicable in share capital increases. The Bank shall take all appropriate and necessary steps to effect any Conversion within 45 days following the Conversion Date, including but not limited to convening the Meeting of the Board of Directors for the approval of any required capital increase, filing and obtaining all necessary regulatory approvals, issuing and registering the Shares on the name of the entitled Bondholder in the Shareholders’ Register Antidilution Provisions. The Conversion Price shall be subject to adjustment from time to time if the Bank grants or issues rights or warrants (including convertible Bonds and similar securities) entitling holders to subscribe or tender for or purchase Shares at a price per share less than the Conversion Price applicable at such time. In such event, the Conversion Price will be set equal to such lower price. For the avoidance of doubt, such adjustment shall exclude stock, stock dividends, stock splits, and "bonus shares" which the Bank may issue from time to time. 6. Undertakings The Bank undertakes to the Bondholders to comply with the endeavours set forth in Annex 2A attached hereto The Issuer undertakes to observe certain standards which will increase the performance of the Bank for the benefit of the Bondholders and to provide certain information and documents to the Bondholders. The breach of these undertakings does not constitute an event of default and consequently cannot trigger the acceleration, early repayment of the Bonds or the increase in the initial costs.

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7. Notices

Except as otherwise provided in this Prospectus, all notices regarding the Bonds shall be validly given if published in a leading daily newspaper in Romanian with nationwide coverage. For all purposes it shall be deemed that Bondholders have acknowledged the contents of any notice given in accordance with this Section (except as otherwise provided herein). The publishing of the notice in such newspapers may be substituted by the delivery of the relevant notice to each Bondholder. Any such notice shall be deemed to have been given to the Bondholders on the seventh day after the sending of such notice. Except as otherwise provided herein, notices given by any Bondholder pursuant hereto (including to the Bank) shall be in writing and given by submitting the same with the Paying Agent provided,.

8. Use of proceeds The net proceeds from the sale of the Bonds will be used to increase the Bank's Supplementary Tier II Capital base and finance the general operations of the Bank and the expansion of the Bank's operations, including its branch network.

9. Due date and description of the loan amortization methods, including repayment procedures. In case of an early amortization, upon the Issuer’s or holder’s initiative, description of the early amortization conditions and methods.

Redemption: (a) Final Redemption Outstanding Bonds will be redeemed at their par value on the

Interest Payment Date falling on the Maturity Date. (b) No Pre-Payment The Bank may not at any time pre-pay, purchase or otherwise

acquire or redeem Bonds in whole or in part prior to the Redemption Date.

10 Return on the Bonds It is presented in Section 2.7.

11. Meetings of Bondholders The Bondholders may convene general meetings to decide matters relating to their interests regarding the Bonds in accordance with the applicable law. The relevant provisions regulating the ordinary meetings of shareholders in terms of form, conditions, convening terms, proof of title

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to the Bonds and voting procedures shall also be applicable to the meetings of the Bondholders. A meeting shall be held at the expense of the Bank and shall be convened by the Bank upon the written request of one or more Bondholders representing at least 25% of the total nominal value of the issued and outstanding principal of the Bonds or, by the Bondholders’ representative after the appointment of such representative in the Bondholders meeting. In accordance with the Company Law, the Bondholders’ Meeting may, among others:

• appoint a representative of the Bondholders and one or more substitutes, having the right to represent the Bondholders before the Bank and the courts of law, to decide upon their compensation thereof; the representative and the substitutes may not be involved in the administration of the Bank but shall be entitled to assist in the GMS of the Bank;

• perform any and all acts of supervision, and protect the common interests of the

Bondholders and authorize a representative for this purpose;

• contest any amendment to the Bank's Articles of Association or to the terms and conditions of the Bonds, which may impair or negatively affect the rights of the Bondholders;

• express opinions with respect to the issuance of new Bonds; and

• establish a fund, which may be constituted from the interest payments due to the

Bondholders, in order to enable them to pay the expenses necessary for the protection of their rights, establishing, at the same time, the rules applicable to the management of such fund.

12. Resolutions underlying the issuance of Bonds and scheduled issuance date • The Decision of the General Meeting of the Shareholders, dated 27.04.2012 and

30.10.2012. • The Decision of the Board of Directors, dated. 26.02.2013. • CNVM has approved this Offering Prospectus through the Approval Decision No. 304,

dated 04.04.2013

13. Restrictions on the free transferability of securities

There are no restrictions on the free transferability of the Bonds. Title and Transfers. The Title to the Bonds belongs to the holders of the Bonds whose names appear from time to time in the Bond Registry kept with the Registrar. Upon the transfer, the title to the Bonds shall pass to the transferee upon the registration of such transaction in the

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Bond Registry in accordance with the civil and commercial laws in force in Romania. 14. Fiscal aspects

The following information on tax issues regarding the Bonds are only for information purposes and are in accordance with the applicable law and do not represent a complete analysis of fiscal issues that may arise in connection with the acquisition or issuance of convertible Bonds. This information is not and should not be considered by potential investors as legal or fiscal indicators. Potential investors should be aware of the provisions of the tax laws applicable in Romania when investing in the Bonds provided by this Offer and should seek independent legal and tax consultancy. The information below represents a brief overview of the tax regime applicable to Bonds, as provided in the Fiscal Code of Romania adopted by Law No. 571/2003 with its subsequent amendments (“Fiscal Code”). Bonds and all interests thereto are not exempt from taxation (in general). Taxes applicable to investors in the Bonds are: (i) tax on gains from the transfer of Bonds; and (ii) tax on income from interests related to Bonds. Such taxes are set according to the resident/non-resident status of the investor. Resident investors Resident natural persons Tax on gains from the transfer of Bonds. Gains from the transfer of Bonds, which may result from the transfer of the Bonds, consist of the positive difference between the selling price and the purchase price of the Bonds, except any related costs (e.g. brokerage commission). According to Article 66, paragraph (5) and Article 67 paragraph (3) of the Fiscal Code, the gain from the transfer of Bonds shall be determined quarterly and it is imposed with a 16% rate. The annual due tax is determined by the competent tax authority based on the income statement. Tax on interest. According to Art. 67 (2) of the Fiscal Code, interest income is taxed with 16% of its value. This tax is withheld by the payer of the interest rate (Bank). Resident legal persons Tax on gains from the transfer of Bonds. Gains resulting from the transfer of Bonds by resident legal entities are included in the taxable income of the legal persons. The tax on the profit of such taxable income is 16%. Tax on interest. Interest paid on Bonds is included in the taxable income of resident legal entities. The tax on the profit of such taxable income is of 16%.

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Non-resident investors Non-resident natural persons Tax on gains from the transfer of Bonds. According to Art. 115 (2) and Art. 66 (5), as well as Art. 67 (3) of the Fiscal Code, the gain from the transfer of Bonds shall be determined annually and it is imposed with a 16% rate. Tax on interest. According to Art. 116 (2) d) of the Fiscal Code, the tax on interest on Bonds paid by non-resident natural persons is 16%. This tax is withheld by the interest payer (Bank). Non-resident legal persons Tax on gains from the transfer of Bonds. Gains from the transfer of Bonds obtained by non-resident legal entities are not subject to taxation in Romania, with the exception when the non-resident legal person has a permanent establishment in Romania. The obligation to calculate, declare and pay the tax until the 25th of the month following each quarter is that of the Bondholder. Tax on interest. According to Art. 116 (2) d) of the Fiscal Code, the tax on interest on Bonds paid by non-resident legal persons is of 16%. This tax is withheld by the payer of the interest (Bank). Convention on the avoidance of double taxation According to Art. 118 of the Fiscal Code, in the case of non-residents from countries which have signed a double taxation convention with Romania, the taxes paid by such non-resident person cannot exceed the taxes imposed by the convention for the avoidance of double taxation. If the tax rates established by the laws of Romania are more favourable than those provided by the convention, the more favourable tax rates shall be applied. For the application of the convention, the non-resident legal person is obliged to submit the certificate of fiscal residence issued by the competent authority of its state of residence to the income payer at the time of the income. Specific provisions related to International Finance Corporation According to Article VI, Section 9, Par. (a) of the IFC Articles of Agreement (the “Articles of Agreement”) which were implemented into the Romanian legislation by Law no. 28/1991, as amended, “IFC, its assets, property, income and its operations and transactions authorized by the Articles of Agreement, shall be immune from all taxation and from all customs duties. IFC shall also be immune from liability for the collection or payment of any tax or duty”. Thus, IFC is exempted from paying tax in Romania, in accordance with the above mentioned provisions of the Articles of Agreement (including tax on interest on Bonds). Specific provisions related to the EBRD

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In accordance with the Agreement dated May 29, 1990 for the establishment of the European Bank for Reconstruction and Development, ratified by Romanian by Law No. 24/1990, EBRD is exempt from any direct Romanian taxation (including the taxes related to the Bonds).

3. OFFER CONDITIONS

Offer conditions, statistics on the offer, draft schedule and subscription request methods The Offer is made in accordance with Romanian legislation, respectively according to, amongst others, the Capital Markets Law, Banking Law, Company Law, Foreign Currency Regulation, secondary legislation issued by NBR and CNVM.

The offering consisting of the sale of 50,000,000 Bonds issued by the Bank, with the following features:

• 50.000.000 registered securities issued in dematerialized form, evidenced by book entry

• Issue price: 0.6 EURO • Nominal value: 0.60 Euro/bond; • The total nominal value of the issue: 30,000,000 Euros.

The Offer shall be initiated in accordance with CNVM Regulation No. 1/2006 with subsequent amendments and supplements within 2 days from the publication of the ad. The Pre-Emptive Offer shall run for 30 calendar days and the Primary Offer for 9 Business Days. Any modification of the terms of this approved offer shall be done at the request of the Issuer (after obtaining the approval from CNVM for the amendment of the Prospectus) and in accordance with the law. This Offer is structured in two distinct offers:

1- The Pre-emptive Offer: This offer is addressed to all the Shareholders of the Bank, as registered at the “Registration Date”

2- The Primary Offer is addressed primarily to the Lead Investor; if there will be any residual Bonds left after the Lead Investor’s subscription, these will be offered to Qualified Investors.

: Considering this distinction, this Primary Offer is divided into two tranches:

(i) The Tranche A Bonds offer, addressed to the Lead Investor in priority to the Tranche B Bonds offer, and is comprised of all Bonds that remain unsubscribed to after

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the close of the Pre-emptive offer stage, and is up to 18,938,347.80 EUR.

(ii)The Tranche B Bonds offer: This offer is addressed to Qualified Investors and is comprised of any Bonds that remain unsubscribed after the close of the Pre-emptive Offer minus the Bonds that are subscribed by the Lead Investor in the Tranche A Bonds offer.

The Pre-emptive Offer and the Tranche B Bonds offer are governed solely by the terms of this Prospectus, as well as the other Bond Agreements other than the Tranche A Bonds Subscription Agreement. The Tranche A Bonds offer are governed by the terms of this Prospectus as well as by the Tranche A Bonds Subscription Agreement, the main terms of which are disclosed in this Prospectus, including in Annexes 1 and 2A. Subscription method for the Pre-emptive Offer/Exercise of Pre-emptive Rights: The Bonds will first be offered to Shareholders as at the Registration Date who will be entitled, subject to the Prospectus, to exercise pre-emptive rights to purchase Bonds up to a maximum aggregate principal amount equal to the product of Euro 30,000,000 times a fraction, the numerator of which is equal to the aggregate number of Shares held by such shareholder as of May 21, 2012, and the denominator of which is equal to the aggregate number of Shares issued and outstanding on May 21, 2012 .The maximum number of the Bonds that can be purchased by each entitled shareholder as of May 21, 2012 is equal to the previously mentioned product divided by 0.6. No fractional Bonds shall be issued. If a fractional number of Bonds results, the number of Bonds will be rounded as follows: if the fraction is equal to or less than one-half, the number of Bonds will be rounded down to the next whole Bond; and if the fraction is greater than or equal to one-half, the number of Bonds will be rounded up to the next whole Bond. The Pre-emptive Offer will begin on 09.04.2013 and continue for a period of thirty (30) calendar days until 08.05.2013, at the Broker’s head offices and the CNVM authorized agencies of BT Securities between 9.00-16.00 each Business Day, except for the last day (08.05.2013), which will close at 14.00. Subscriptions in the Primary Offer: Tranche A Bonds offer: The Tranche A Bonds will be issued in an aggregate principal amount of up to Euro 18,938,347.80 consisting of 31.563.913 Bonds, and are reserved for subscription by International Finance Corporation as Lead Investor pursuant to the Tranche A Bond Subscription Agreement. In accordance with the Tranche A Bond Subscription Agreement, IFC agreed to subscribe and buy all Tranche A Bonds, subject to the conditions precedent and the termination provisions stipulated in Annex 1 to the Prospectus. The Issuer and the Lead Investor concluded a Tranche A Bond Subscription Agreement under English law which documents the agreement of the Issuer to reserve the Tranche A Bonds for the Lead Investor. The Tranche A Bond Subscription Agreement contains certain undertakings by the Issuer detailed in the Undertakings provided in Annex 2A to the Prospectus which mainly represent standards which will increase the performance of the

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Bank for the benefit of the Bondholders. In accordance with the Tranche A Bonds Subscription Agreement, the Lead Investor’s obligation to buy Bonds is subject to certain conditions precedent, as detailed in Annex 1 to this Prospectus. Likewise, the Lead Investor has the right to terminate the Tranche A Bonds Subscription Agreement before its subscription within the Primary Offer, if certain events such as those detailed in Annex 1 to this Prospectus occur. In case of termination of the Tranche A Bonds Subscription Agreement, the purchaser of Tranche A shall not be entitled to subscribe to the Tranche B Bonds.. Furthermore, the Lead Investor is entitled to certain fees that have been outlined in Section ”Pricing” in Section 3 Offer Conditions, in II. Bonds Terms and Conditions of this Prospectus and that concern its role as Lead Investor investing in the reserved Tranche A Bonds. Tranche B Bonds offer: The Tranche B Bonds will be the unsubscribed Bonds from the Pre-emptive Offer and excluding the ones subscribed in Tranche A Bonds. Only Qualified Investors can subscribe in this tranche B The results of the Pre-emptive Offer and the number of the Bonds object of the Primary Offer, i.e. the number of the Bonds of Tranche A and, respectively, Tranche B will be announced through a press release in a national newspaper on the first Business Day of the Primary Offer. Following the closing of the Pre-emptive Offer, the Lead Investor may subscribe for Tranche A Bonds and Qualified Investors may subscribe for Tranche B Bonds, in the Primary Offer respectively, beginning on the first Business Day after the closing of the Pre-emptive Offer, from 09.05.2013 until 21.05.2013 at the broker’s head offices the CNVM-authorized agencies of BT Securities from 9.00-16.00 each Business Day, except for the Offering closing day, which will close at 14.00; The Lead Investor is entitled to subscribe in the Primary Offer up to Euro 18,938,347.80 consisting of up to 31,563,913 Bonds. The Lead Investor may exercise its right to subscribe in the Pre-emptive Offer up to its pro rata share of its shareholding in the Issuer and during the Pre-emptive Offer Period on the terms of this Prospectus. The Lead Investor can then subscribe up to maximum Euro 18,938,347.80 within the Primary Offer Period, where those Tranche A Bonds would be reserved and allocated to the Lead Investor regardless of Tranche B subscription bids, on the terms of this Prospectus and the Tranche A Bond Subscription Agreement. Upon the subscription by the IFC of the Tranche A Bonds, but no later than the last day of the Offer, 10:00 a.m. (Bucharest time), the Issuer shall send a current report to BVB on the performance of the subscription to Tranche A Bonds. On the last day of the Offer, if IFC has not subscribed the Tranche A Bonds, they shall be allocated to the Tranche B Bonds. The Issuer, on the same day, by 10:00 a.m. (Bucharest time) shall send a current report to BVB mentioning the allotment of the Tranche A Bonds to Tranche B Bonds. This current report on the reallocation of the Tranche A Bonds to Tranche B Bonds shall not and cannot be considered an amendment to the Prospectus.

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On the Allocation Date the Tranche A Bonds will be first allocated to IFC and then the Tranche B Bonds, provided there are remaining Bonds available for this tranche, will be allocated to Qualified Investors on pro-rata basis in the case of over-subscription. The Offer will be considered successfully closed, if there are subscribed Bonds in an aggregate amount of minimum 20.000.000 Euro. In the event that the offer is not entirely subscribed by the end of the subscription period the Bonds which will remain unsubscribed after the closing of the Pre-emptive Offer and Primary Offer will be annulled. In case the Offer is not subscribed up to the successful threshold mentioned above, the amounts subscribed will be reimbursed to the investors within 10 Business Days as of the closing of the Offer, by banking transfer in the banking account mentioned in the subscription form. The Broker shall send the Bondholders a confirmation certifying the ownership over the Bonds subscribed and allotted at the issuance date. The results of the Offer shall be published in a national newspaper within 5 Business Days as of the date on which the CNVM confirmed that it had received the notification of the Issuer regarding the result of the offering of Bonds. Reasons beyond the Issuer or Intermediary’ control can cause delays in data processing or in the transmission to CNVM of the notification concerning the results of the offering of Bonds or in obtaining the confirmation regarding the receipt by the CNVM of the above mentioned notification. Therefore, the Broker and the Issuer are not responsible in any way if the amounts are reimbursed with delay to the investors, if the subscriptions are not validated or if the transferred amount is greater than the amount subscribed.

Distribution and allocation plan of securities

Only those shareholders of the Bank who are registered in the Shareholders' Register on May 21, 2012 can subscribe Bonds within the pre-emption right period. The Tranche A Bonds will be allocated to the International Finance Corporation as Lead Investor pursuant to the Tranche A Bond Subscription Agreement. In case the Tranche B will be oversubscribed, the allocation of the Bonds will be done by the “Pro-rata method” principle. The allocation will be done in the first Business day after the closing of the Primary Offer. The amounts for the invalided subscriptions or the amounts exceeding the allotted Bonds will

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be returned to the subscribers in 10 Business days, after the Allocation Date in the Bank accounts mentioned in the subscription form.

Price setting

The offering consisting of the sale of 50.000.000 Bonds issued by Banca Transilvania, with the following features:

• 50.000.000 registered securities issued in dematerialized form, evidenced by book entry securities;

• Issue price: 0.6 EURO • Nominal value: 0.60 Euro/Bond;

The commission due to the Broker for all operations related to the mediation and distribution of the offering of Bonds issued by Banca Transilvania is 0.25% applied to the total value of subscribed Bond issuance. The respective fee is incurred entirely by the Issuer. The Issuer shall pay to the Lead Investor: (A) As consideration for the Lead Investor's commitment to subscribe for the Tranche A Bonds in the Primary Offer, a commitment fee at the rate of 0.5% on the amount of the principal amount of EUR 18,938,347.80 from the signing date of the Tranche A Bond subscription Agreement until the Issue Date. The commitment fee shall be calculated on the basis of a 360-day year and the actual number of days in the relevant period, and be payable on the first Interest Payment Date. (B) a front end fee of 1% on the amount subscribed by IFC in the Primary Offer, covering the Tranche A Bonds investment related processing costs; (C) The Issuer shall pay all taxes (including stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, and, where appropriate, registration notarization or translation of the Tranche A Bond Subscription Agreement. "The Issuer shall pay or cause to be paid to the Lead Investor or as the Lead Investor may direct: i) all of the Lead Investor’s reasonable costs and expenses, including legal fees incurred in connection with the Lead Investor’s purchase of the Tranche A Bonds up to a maximum amount of EUR 30,000. (ii) In line with applicable law, and subject to any mandatory provisions or requirements of Regulation 18/2006, all of the Lead Investor’s reasonable costs and expenses, including legal fees, incurred by the Lead Investor in relation to the protection or enforcement, or

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attempted protection or enforcement, of any rights under the Tranche A Bond Subscription Agreement or the Prospectus as it relates to the Tranche A Bonds, or any other documents related to any thereof. Placing and Underwriting BT Securities and the Bank The Bank holds 98.67 % of the share capital of BT Securities S.A., the Broker, Paying Agent and the Distribution Agent of this Offer. In connection with the Offer, the Bank will be paying certain fees to BT Securities, i.e. a fee of 0.25% from the amount of the subscribed Offer. International Finance Corporation – Lead Investor IFC as Lead Investor has agreed to subscribe to and purchase the Tranche A Bonds to be issued by Banca Transilvania through BT Securities as Broker subject to the terms and conditions of the Tranche A Bond Subscription Agreement summarized in the Prospectus. IFC is an international organization established in 1956 pursuant to the Articles of Agreement which govern its operations. As of June 30, 2012, 184 countries were IFC shareholders. The principal office of IFC is located at 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America. More information about IFC can be found at www.ifc.org IFC and the Bank IFC as the Lead Investor has entered into the Tranche A Bond Subscription Agreement, in connection with the Tranche A Bonds offer of the Primary Offer. Subscription and Payment The Pre-emptive Offer will begin on 09.04.2013 and continue for a period of thirty (30) calendar days until 08.05.2013 in order for the shareholders registered on the Registration Date in the Issuer’s Shareholders’ Register kept with the Central Depositary to exercise their pre-emptive right at the head offices of the Broker (Cluj-Napoca, bld. 21 Decembrie 1989, nr.104, et.1) and CNVM authorized agencies of BT Securities from 9.00-16.00 each Business Day except for the day of the Offer, 08.05.2013, which will close at 14.00. The Primary Offer commences on the first Business day, after the expiry of the Pre-emption Period and continues for a period of 9 Business days until 21.05.2013 in order for the Tranche A and Tranche B investors to subscribe the Bonds according to the terms and conditions provided in the Prospectus and the Bond Subscription Agreement.

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Bonds may be subscribed during the relevant Offer period (Pre-emptive Offer and Primary Offer) by; (i) delivering the purchase price in the principal amount of the Bonds subscribed in denominations of Euro by transfer to the account RO94 BTRL 0130 4202 9256 89XX, in Euro in the name of the Broker – BT Securities, opened with Banca Transilvania, Cluj branch or the settlement undertaking letter issued by a custodian agent (ii) completing a subscription form (2 original copies), which will be available at the headquarters of the Broker and CNVM authorized agencies of BT Securities (iii) providing appropriate identification documents (as listed below) and proof of payment, if payment was made by transfer or the settlement undertaking letter issued by a custodian agent. If the Bonds are paid by payment order, this must contain the National Identification Number / passport no. for individuals and the Tax Identification Number for companies. In order to be accepted, the completed and signed subscription form must be submitted in original along with the following documents: 1. For resident individuals who subscribe on their own behalf:

- Identity card (original and/or copy) - The proof of payment (copy of the payment proof issued by the paying Bank).

2. For resident individuals who subscribe on other individuals’ behalf

- Identity card (original and/or copy) - The proof of payment (copy of the payment proof issued by the paying Bank

and). - Notarized power of attorney (original and copy).

3. For resident individuals who subscribe on behalf of a minor:

- The proof of payment (copy of the payment proof issued by the paying Bank). - Birth certificate and/or tutor proof (original and copy). - Identity card (original and copy)

4. For disabled or temporarily mentally ill resident individuals:

- Identity card (original and/or copy) - The proof of payment (copy of the payment proof issued by the paying Bank) - Legal documents proving guardianship (original and copy).

5. For non-resident individuals who subscribe on their own behalf:

- Passport (original and/or copy) - The proof of payment (copy of the payment proof issued by the paying Bank ).

6.For resident legal entities that subscribe on their own behalf:

- Copies of the identification documents of the legal entity (statute, charter, etc.), evidencing the legal representatives of the legal entity,

- registration certificate - The proof of payment (copy of the payment proof issued by the paying Bank

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and) - Authorization in original for the individual who signs the subscription form; - ID of the representative of the legal entity/legal representative

7.For non-resident legal entities:

- Copies of the identification documents of the legal entity: constitutive documents of the legal entity (statute, charter, etc.), evidencing the legal representatives of the legal entity,

- registration certificate - The proof of payment (copy of the payment proof issued by the paying Bank

and/or the payment in cash) - Authorization in original for the individual who signs the subscription form; - ID of the representative of the legal entity/legal representative

8.For non-resident individuals who subscribe by authorization:

- Passport (copy for the non-resident individual) - Identity card (original and copy for the mandated) - The proof of payment (copy of the payment proof issued by the paying Bank) - Authorization/mandate by which the authorized person can perform operations

on behalf of, and with the cash of, the non-resident individual. 9.For resident legal entities that subscribe on behalf of other non-resident legal entities:

- Copies of the identification documents of the legal entity: constitutive documents of the legal entity (statute, charter), evidencing the legal representatives of the resident legal entity,

- registration certificate - The proof of payment (copy of the payment proof issued by the paying Bank) - Mandate/order from the non-resident company for performing the subscription - Original authorization for the individual who signs the subscription form.

10. Credit or financial institution, from a Member State of the European Union or the European Economic Area, or, where applicable, a credit of financial institution from a third party.

• Identification documents of the institution, evidencing the headquarter, institution type, place of incorporation and legal representatives – original

• Original authorization for the individual who signs the subscription form • Identity card of the legal representative/the individual who signs the subscription form • The proof of payment

11. EBRD

• A copy of the Agreement Establishing the EBRD • A copy of the Headquarters Agreement of EBRD • Certificate of Secretary for the person who signs the subscription form and if

applicable, the PoA - original – • A copy of identity card of passport for the person who signs the subscription form; • Proof of payment

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12. IFC

• A copy of the Romanian Law on IFC • Certificate of Secretary for the person who signs the subscription form or

the power of attorney.– • A copy of identity card or passport for the person who signs the

subscription form; • Proof of payment

* For non-resident legal entities and individuals, all required documents must be translated and legalized. Validity of Subscription A subscription for Bonds where the purchase price is paid by transfer is valid only if the total purchase price of the subscribed Bonds' value arrives in the Broker’s account mentioned above

• for the Pre-emptive Offer until 15.00 Bucharest time, on the last day of the Pre-emtion Offer

• for the Primary Offer until 15.00 Bucharest time on the last day of the Primary Offer. For investors using custodian banks, the subscription will be based on the custodian bank's guarantee of the settlement for the subscribed sum on the Allocation Date. The sum transferred by the custodian bank have to be on BT Securities account, until 15.00 (Bucharest Time) on the Allocation Date. Any subscriptions that are not valid will not enter in the allocation process. If a deposited sum is greater than the sum necessary to subscribe for the number of requested Bonds, the request will be validated for the number of requested Bonds. If the deposited amount is smaller than the amount required for the subscription to the Bonds requested in the subscription form, the subscription shall be invalidated for the entire quantity. Irrevocability of Subscription Subscriptions made in the Offer are irrevocable. If the Prospectus is subject to an amendment, the subscriptions can be revoked within three (3) days from the date of the amendment being published.

Subscription revocation can only be made at the same office where the Subscription has been made. In this case, subscribers will fill in a subscription revocation form. In case of a subscription revocation, the amounts corresponding to the subscribed Bonds will be returned to the subscribers through a transfer to a bank account designated by the subscriber in the subscription form. Payments corresponding to the revocations shall be made within 10 Business Days after the Allocation Date.

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Allocation Method During the Pre-emptive Offer, Bonds may be subscribed only by the Bank’s shareholders registered in the Shareholders’ Register as at May 21, 2012. The Tranche A Bonds will be allocated to the International Finance Corporation as Lead Investor pursuant to the Tranche A Bond Subscription Agreement In case the Tranche B will be oversubscribed, the allocation of the Bonds will be done by the “Pro-rata method” principle. The allocation will be done in the first Business day after the closing of the Primary Offer. If the number of the Bonds subscribed in Tranche B is lower than the offered Bonds, the unsubscribed Bonds will be annulled. In case the Offer is not subscribed up to the successful threshold of minimum Euro 20.000.000, the amounts subscribed will be reimbursed to the investors within 10 Business Days as of the closing of the Offer, by banking transfer in the banking account mentioned in the subscription form. The amounts for the invalided subscriptions or the amounts exceeding the allotted Bonds will be returned to the subscribers in 10 Business days, after the Allocation Date by banking transfer in the bank accounts mentioned in the subscription form. Amendment of Offer Terms The Bank reserves the right to amend the Offer's terms before subscription in the Pre-emptive Offer, subject to the prior approval of the CNVM, which amendment will be published in the same manner as the Offer, as required by law. Settlement; Issuance of the Bonds and Transfer of Ownership Rights over the Bonds On the Issue Date, which is estimated to be 22.05.2013, the first Business day after the closing of the Primary Offer:

• the Bond Registry shall be prepared by the Broker; • the Broker shall prepare and send to CNVM the notification regarding the Offer

results • the Broker shall transfer the Bond Registry to the Registrar; • the Bonds shall be issued and the ownership rights over the Bonds shall be transferred

to the Bondholders by registration in the Bond Registry; and • the Broker shall send to the Bondholders confirmation certifying the ownership right

over the Bonds. After the Issue Date, the Bonds shall be registered with the securities record department within CNVM.

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The Offer is considered successfully closed, if on its closing date, a minimum aggregate amount of 20.000.000 Euro is validly subscribed. Representations and Warranties of the Issuer; Indemnification Under the Tranche A Subscription Agreement, the Bank makes certain representations and warranties regarding itself and Tranche A Bonds, and the Bank agrees such representations and warranties, as detailed in Annex 2B be made in relation to all Bonds and for the benefit of all Bondholders. For the avoidance of doubt, failing to comply with any of these representations and warranties of the Bank shall not represent an Event of Default and cannot consequently trigger the early repayment, acceleration or the increase in the initial costs. The Bank also agrees to an indemnification clause which will apply to all Bondholders as follows: Provided that these indemnities can be claimed only in the bankruptcy or liquidation procedure of the Issuer together with the principal claim and subordinated to any other unsubordinated claims, in compliance with the Regulation 18/2006 and any supplementary Tier II Capital legislation; The Issuer agrees to indemnify the Bondholders for damages arising out of (i) any untrue statement contained in the Prospectus or any of the Bonds Agreement or any omission to state a material fact necessary to make the statements therein not misleading; (ii) any misrepresentation or breach by the Issuer of any of its representations and warranties and/or obligations arising under or relating to the Prospectus, the Bonds Agreement, the Bonds, the Terms and Conditions of the Bonds (iii) any restriction, delay, dilution or other limitation on the exercise of the Bondholders’ conversion rights (iv) any cancelation, withdrawal or invalidation of any Authorization necessary, required or advisable pursuant to the Issuer’s Articles of Association, Regulation 18/2006 and supplementary legislation or the applicable law in connection with the Offer, the issue 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 of the Bonds and/or execution of any Offer document and/or Bonds Agreement , including failure to convene a new EGM to reinforce the mandate the Board of Administrations to increase the share capital and issue the Shares to the converting Bondholder, if needed. The Bank represents and warrants, to the best of its knowledge, that the terms and conditions of this Bond issue are in compliance with Regulation 18/2006, and that it has undertaken all reasonable efforts to ensure such compliance. NBR has not issued a confirming opinion on this point. Preparation of the Prospectus This Prospectus has been prepared by the Bank and BT Securities. Each of the Bank, represented by Mr. Nicolae Tarcea - Deputy General Manager and BT Securities, represented

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by Mr. Rares Nilas, General Manager, accepts the responsibility for the contents of the Prospectus and confirms that the information contained herein is accurate, and that they do not contain omissions that could affect significantly the contents of the Prospectus. 4. ADMISSION TO TRADING AND TRADING METHODS

The Issuer does not intend to trade its Bonds at the BVB, and the Bonds will not be admitted for trading on a regulated market or any other trading platform (alternative, multilateral trading facilities), and according to its knowledge, there are no other regulated markets or alternative 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 company regarding the trading of securities on the secondary market for the provision of liquidity by displaying quotations of sale and purchase.

5. ADDITIONAL INFORMATION No opinions of a consultant were used in the drafting of this note. ISSUER, BROKER BANCA TRANSILVANIA S.A. BT SECURITIES S.A. Deputy CEO General Manager Nicolae Tarcea Rareş Nilaş [illegible signature] [illegible signature] Deputy CEO Luminiţa Runcan [illegible signature]

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ANNEX 1 Conditions of the Tranche A Purchaser’s Obligations

Conditions of the Tranche A Purchaser's Obligations. The obligation of the Tranche A Purchaser to purchase the Tranche A Bonds pursuant to the Tranche A Bond Subscription Agreement is subject to the following conditions precedent listed below, with the observance by the Issuer of the applicable legislation regarding equal treatment of investors as regards disclosure of information, and further provided that the Issuer ensures that nothing in the documents received by IFC shall contain any “privileged” information ( as such term 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 to IFC;

(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 the above, 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 Bond Subscription Agreement and the Prospectus are true and correct at the start of the Primary Offer 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 to be performed under the Tranche A Bond Subscription Agreement and/or under the Brokerage and Distribution Agreement, and the Paying Agent Agreement and the Registrar Agreement, as applicable, required to be performed or satisfied on or prior to; the start of the Primary Offer Period;

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(c) the Tranche A Purchaser shall have received a certificate signed by two (2) Authorized Representatives of the Issuer, dated the date of the start of the Primary Offer Period, certifying as to the validity and effectiveness of the Articles of Association of the Issuer and the resolutions adopted by the shareholders of the Issuer pursuant to the April 2012 and October 2012 EGMS Resolution and the 2013 Board Resolution, respectively, approving the creation, issuance, sale and execution of the Tranche A Bonds and the Terms and Conditions of the Tranche A Bonds, and the incumbency and authenticity of signatures of relevant officers of those persons executing such documents; (d) the Board of Directors shall have duly approved the Prospectus, the entry by the Issuer into the Bonds Agreements and shall have nominated one or more individuals to execute the Prospectus and such Bonds Agreements on behalf of the Issuer; including the Tranche A Bonds Subscription Agreement on behalf of the Issuer; (e) all proceedings taken at or prior to the date of the start of the Primary Offer Period in connection with the authorization of the Bonds shall be satisfactory, in form and substance, to the Tranche A Purchaser, and the counsel of the Issuer shall have provided to the Tranche A Purchaser all such counterpart originals or certified or other copies of such documents, certificates and opinions as the Tranche A Purchaser may reasonably require in order to evidence the accuracy and completeness of any representations and warranties, the performance of any agreements and covenants or the compliance with any of the conditions herein contained; (f) the following Bonds Agreements, in form and substance satisfactory to the Tranche A Purchaser, shall have been entered into by the respective parties, and each of such Agreements must be continuing in full force and effect, and a copy of each such Agreements shall have been furnished to the Tranche A Purchaser : (i) the Tranche A Bond Subscription Agreement (ii) the Brokerage and Distribution Agreement; (iii) the Registrar Agreement; and (iv) the Paying Agent Agreement; (g) the Tranche A Purchaser shall have received an opinion of the counsel of the Issuer, dated the date of the start of the Primary Offer Period, addressed to the Tranche A Purchaser covering matters related to the validity and legally binding effect of the Prospectus and the Bond Agreements, compliance with the Romanian law, the qualification of the Bonds as supplementary Tier II capital under Romanian legislation, the validity of the conversion of the Tranche A Bonds and such other ancillary matters thereto. (h) the Tranche A Purchaser shall have received (i) a letter, dated the date of the start of the Primary Offer Period, of the counsel of the Issuer, addressed to the Tranche A Purchaser, stating that the Prospectus has been prepared under their supervision save for any financial statements or data contained in the Prospectus

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(i) the Tranche A Purchaser shall have received from it legal counsel a legal opinion, dated the date of the start of the Primary Offer Period, addressed to the Tranche A Purchaser, in form and substance acceptable thereto; (j) the Issuer shall have issued a letter, dated the date of the start of the Primary Offer Period and addressed to its external auditors, in a form pre-agreed pre-agreed provided , for the avoidance of doubt, that nothing in that letter shall contain any information the communication of which to the Tranche A Purchaser may be in violation of the applicable capital markets law (k) before 7:00 a.m. (Bucharest time) on the date of the start of the Primary Offer Period, there shall not have occurred any national or international calamity or development, crisis of a political or economic nature, or change in the money or capital markets in which the Bonds are being offered, the effect of which on such money or capital markets, in the judgment of the Tranche A Purchaser or the Issuer, shall be such as materially and adversely to affect the ability of the Issuer to perform its obligations under the Tranche A Bonds; (l ) the Prospectus shall have been registered with, and approved by, the CNVM; and the Issuer shall have delivered to the Tranche A Purchaser three (3) copies of the Prospectus and of each amendment or supplement thereto, signed by two ((2) authorized representatives of the Issuer; ( m) the Issuer shall have notified the Tranche A Purchaser if at any time during which the Prospectus is used in connection with the Offer and sale of the Tranche A Bonds (in the view of the Tranche A Purchaser), any event shall have occurred as a result of which, in the judgment of the Issuer, the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they are made when such Prospectus is delivered, not misleading and, upon request from the Tranche A Purchaser, shall have promptly prepared and furnished, without charge to the Tranche A Purchaser, as many copies, as the Tranche A Purchaser may from time to time reasonably request, of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission; (n) the Issuer shall have promptly furnished to the Tranche A Purchaser copies of financial statements and other periodic reports that the Issuer may furnish generally to all holders of its debt securities; (o) the Issuer shall not have made, or permitted to become effective, any amendment to any of the Bonds Agreements which may adversely affect the interests of the Tranche A Purchaser in the Tranche A bonds, and shall have promptly notified the Tranche A Purchaser of any termination of, or amendment to, any of the Bonds Agreements, and of any replacement or substitution of the Paying Agent; (p) the Issuer shall have furnished to the Tranche A Purchaser the Certificate of Incumbency and Authority, , evidencing the authority of the person or persons who will, on behalf of the Issuer, sign the requests and certifications provided for, the Prospectus, any of the relevant Bonds Agreement to which the Issuer is a party signatory, or take any other action or execute any

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other document required or permitted to be taken or executed by the Issuer under the Tranche A Bonds Subscription Agreement, the Prospectus, any of the relevant Bonds Agreements to which the Issuer is a party signatory, and the authenticated specimen signature of each such person; (q) the Issuer shall have delivered to the Tranche A Purchaser evidence of an appointment of an agent for service of process required under the Tranche A Bond Subscription Agreement;. (r) the legal fees and expenses of the legal counsel shall have been paid by the Issuer, or other arrangements, satisfactory to the Tranche A Purchaser, shall have been made for the prompt payment thereof by the Issuer.

Termination. (a) The Tranche A Purchaser may, by notice to the Issuer, terminate this Tranche A Bond Subscription Agreement before its subscription in the Primary Offer

(i) if any of the April 2012 EGMS Resolution, October 2012 EGMS Resolution or the Board Resolution of February 26, 2013 is challenged;

(ii) if there shall have come to the notice of the Tranche A Purchaser any

material breach of, or any event rendering untrue or incorrect in any respect, any of the warranties and representations contained in the Tranche A Bonds Subscription Agreement, the Prospectus, or in any of the Bonds Agreements, or any of the documents related to any thereof, or any failure to perform any of the Issuer’s undertakings or agreements in this Agreement, the Prospectus, or any Bonds Agreement, or any of the documents related to any thereof;

(iii) if any of the conditions specified in the Tranche A Bonds Subscription

Agreement, the Prospectus, or in any of the Bonds Agreements, or any of the documents related to any thereof, have not been satisfied or met to the satisfaction of the Tranche A Purchaser by the start of the Primary Offer Period unless previously waived by the Tranche A Purchaser; or

(iv) if subscription of the Tranche A Bonds has not occurred within one

calendar year after the date of the Tranche A Bonds Subscription Agreement.

(b) The Tranche A Purchaser or the Issuer may, each by notice to the other, terminate

the Tranche A Bond Subscription Agreement at any time before subscription, if in the opinion of the Tranche A Purchaser or the Issuer, as the case may be, there shall have occurred a material adverse effect, any national or international calamity or development, crisis of a political or economic nature, or change in the money or capital markets in which the Tranche A Bonds are being offered, In the event that any party terminates this Agreement pursuant to this clause, the Issuer or the Broker (as the case may be) undertakes to inform the investors to which the Prospectus is addressed that the subscriptions for the Bonds shall not be validated and settled if the success condition in the Prospectus is not met.

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In case of termination of the Tranche A Bonds Subscription Agreement as provided above, the Tranche A” purchaser shall not have a right to subscribe to the Tranche B Bonds.

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ANNEX 2A - Undertakings The following are the main undertakings that the Issuer has committed to in the ““ Tranche A Bond Subscription Agreement”. They mostly incorporate standards which will increase the performance of the Bank for the benefit of the Bondholders. The breach of these undertakings does not constitute an event of default and consequently cannot trigger the acceleration, early repayment of the Bonds or an increase in the initial costs. For the avoidance of doubt, The Events of Default triggering an acceleration are:

(a) If the Issuer fails to pay on due date any principal of, or interest on the Bonds outstanding under the Prospectus, the Bondholders may, in compliance with the Regulation 18/2006, commence the bankruptcy and the subsequent liquidation proceeding against the Issuer in accordance with Romanian law and will be able to request the repayment of the Bonds only within the bankruptcy or liquidation procedure of the Issuer.. (b) As long as any portion of the Bonds qualifies as subordinated indebtedness the Bonds cannot be accelerated. However, if there shall have been entered against the Issuer a decree or order by a court or other competent authority declaring the Issuer Bankrupt, or any resolution has been passed for the liquidation within the insolvency proceedings of the Issuer, or a court or other competent authority has made a decision to commence bankruptcy proceedings against the Issuer, then such will be the only situation under the Prospectus provided that the Bonds will be qualified as supplementary Tier 2 Capital when the Bondholders may declare the principal of, and all accrued interest on, the Bonds to be, and the same shall thereupon become, immediately due and payable by the Issuer without any further notice and without any presentment, demand or protest of any kind, all of which are hereby expressly waived by the Issuer. For the avoidance of doubt, in any such bankruptcy or liquidation of the Issuer, the payment of any amounts payable shall be subordinated to the payment of all unsubordinated indebtedness.

1- Financial Undertakings: BT has committed to keep to the following financial ratios:

(i) a Risk Weighted Capital Adequacy Ratio of not less than twelve percent (12%); (ii) an Equity to Assets Ratio of not less than five percent (5%); (iii)an Economic Group Exposure Ratio of not more than twenty five percent (25%); (iv) an Aggregate Large Exposures Ratio of not more than four hundred percent (400%); (v) a Related Party Exposure Ratio of not more than fifteen percent (15%), excluding

exposure of the Issuer to any wholly owned operating subsidiary of the Bank involved in financial services;

(vi) an Open Credit Exposures Ratio of not more than twenty five percent (25%); (vii) a Fixed Assets Plus Equity Investments Ratio of not more than thirty five percent

(35%); (viii) an Aggregate Foreign Exchange Risk Ratio of not more than twenty percent (20%); (ix) a Single Currency Foreign Exchange Risk Ratio of not more than ten percent (10%); (x) an Interest Rate Risk Ratio of not less than negative ten percent (-10%) and not more than

ten percent (10%); (xi) an Aggregate Interest Rate Risk Ratio of not less than negative twenty percent (-20%)

and not more than twenty percent (20%);

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(xii) a Foreign Currency Maturity Gap Ratio of not less than (i.e. more negative than) minus one hundred and fifty percent (-150%);

(xiii) an Aggregate Negative Maturity Gap Ratio of not be less than (i.e. more negative than) minus three hundred percent (-300%)

The Bank shall also comply with the regulatory requirements of NBR. Definitions of Capitalized Terms can be made available by the Issuer upon request. 2- Reporting Undertakings For as long as any Bonds are outstanding, in addition to any legal reporting requirements under the Law, in compliance with the capital market legislation the Issuer shall make available to the Bondholders (a) within (120) days after the end of each fiscal year of the Issuer, an audited consolidated balance sheet of the Issuer and its subsidiaries and related statements of operations, stockholders' equity and cash flows for such fiscal year; (b) within (60) days after the end of each of the first three fiscal quarters of the Issuer, an unconsolidated balance sheet of the Issuer and related statements of operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter; (c) upon request ,within 60 days after the end of each fiscal quarter, the position on each of the Financial Undertakings listed in Clause 1 above and such financial and operating data and other information as may from time to time be reasonably requested. 3. Indemnification by Issuer in relation to the Bond related Documents Under the Tranche A Subscription Agreement, the Bank makes certain representations and warranties regarding itself and Tranche A Bonds, and the Bank agrees such representations and warranties be made in relation to all Bonds and for the benefit of all Bondholders. For the avoidance of doubt, failing to comply with any of these representations and warranties of the Bank shall not represent an Event of Default and cannot consequently trigger the early repayment, acceleration or the increase in the initial costs. The Bank also agrees to an indemnification clause which will apply to all Bondholders as follows.

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Provided that these indemnities can be claimed in the bankruptcy procedure of the Issuer together with the principal claim and subordinated to any other unsubordinated claims, in compliance with the Regulation 18/2006 and any supplementary Tier II Capital legislation; The Issuer agrees to indemnify the Bondholders for damages arising out of (i) any untrue statement contained in the Prospectus or any of the Bonds Agreement or any omission to state a material fact necessary to make the statements therein not misleading; (ii) any misrepresentation or breach by the Issuer of any of its representations and warranties and/or obligations arising under or relating to the Prospectus, the Bonds Agreement, the Bonds,, the Terms and Conditions of the Bonds (iii) any restriction, delay, dilution or other limitation on the exercise of the Bondholders’ conversion rights (iv) any cancelation, withdrawal or invalidation of any Authorization necessary, required or advisable pursuant to the Issuer’s Articles of Association , Regulation 18/2006 and supplementary legislation or the applicable law in connection with the Offer, the issue 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 of the Bonds and/or execution of any Offer document and/or Bonds Agreement , including failure to convene a new EGM to reinforce the mandate the Board of Administrations to increase the share 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 Bond Subscription Agreement related to environmental and insurance aspects, which can be made available by the Bank upon request of a Bondholder. These undertakings are effective for as long as the Bonds are outstanding and continue to be in force after the conversion of the Bonds into Shares.

(b) undertaking by BT to adopt the above mentioned undertakings as policies of the Bank adopted by the Board of the Bank and presented to the shareholders of the Issuer at the next Extraordinary General Meeting immediately following the Issue Date with a proposal for the Bank to adopt these policies as Bank Policies and to amend the Articles of Association of the Bank to reflect them accordingly.

5. Other Undertaking The Bank to undertake that its business, activities and investments, and cause each of its subsidiaries to undertake their business, activities and investments, in compliance with applicable 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 at a time following the date of the Tranche A Bond Subscription Agreement and having on the

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agenda the election of the members of the Board of Directors, the Tranche A Purchaser will be granted the right to propose an independent director to be elected as member of the Board of Directors, 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 later than January 2015, the Issuer shall arrange for a EGMS to be called with a view to reiterate that the Bonds will not be admitted to trading and a EGMS to be called anytime needed throughout the life of the Bonds to extend the powers of the Board of Administration to increase the share capital and issue of shares upon conversion if limited in time, to cover the period until the final maturity of the Bonds. .

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Annex 2B - Representations The Bank makes the following representations in relation to all Bonds and for the benefit of all Bondholders. For the avoidance of doubt, failing to comply with any of these representations and warranties of the Bank shall not represent an Event of Default and cannot consequently trigger the early repayment, acceleration or the increase in the initial costs. (a) the terms and conditions of the Tranche A Bonds shall be as set forth in the Terms and Conditions of the Bonds and will be no less favorable to the Lead Investor as the terms and conditions of any other Bonds offered by the Issuer to any other Person; (b) the Prospectus complies with the Romanian law and the prevailing capital market laws and regulations of Romania and all other applicable laws, and does not, and will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, not misleading; in the light of the circumstances under which they were made, (c) to the best of its knowledge at the time of issue of the Prospectus, the Bonds issue is fully compliant with Regulation 18/2006 and the Issuer has undertaken all reasonable efforts to ensure such compliance. For clarity, NBR has not issued a confirming opinion on such compliance; (d) the Issuer is duly incorporated and validly existing under the laws of Romania. The Articles of Association of the Issuer is in full force and effect, and the Issuer possesses all necessary power and authority to enter into the Tranche A Bonds Subscription Agreement and the other Bonds Documents, and to offer, issue and sell the Bonds, and to undertake the conversion thereof into share capital of the Issuer, and to perform its obligations under the terms thereof; (e) the execution, delivery and performance of the Tranche A Bond Subscription Agreement have been duly authorized and approved in accordance with Romanian Law and the Articles of Association of the Issuer, including by the relevant corporate bodies of the Issuer, including through its EGMS held on 27 April 2012 (the “April 2012 EGMS Resolution”) and the EGMS held on 30 October 2012 the “October 2012 EGMS Resolution”) and subsequently, on basis of the mandate given to it pursuant to the April 2012 EGMS Resolution and the October 2012 EGMS Resolution, by the Board of Directors meeting held on 26 February 2013 [] (the “2013 Board Resolution”) and no other corporate authorization is required except for another EGMS for which the Issuer undertakes to call no later than January 2015, with a view to approve and reiterate that the Bonds will not be admitted to trading and other EGMS to be called anytime and if needed to extend the powers of the Board of Directors to increase the share capital and issue of Shares upon conversion if the mandate is limited in time, to cover the period until the final maturity of the Bonds. The Tranche A Bond Subscription Agreement has been duly executed and delivered by the Issuer and is the valid and binding agreement of the Issuer enforceable in accordance with its terms;

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(f) the creation, issue, sale, and execution of the Tranche A Bonds have been duly authorized and approved by the relevant corporate bodies of the Issuer according to applicable law, inter alia pursuant to the April 2012 EGMS Resolution and the October 2012 EGMS Resolution, as well as the Board of Directors Decision of February 26, 2013, and when issued and paid for, the Tranche A Bonds will constitute valid and legally binding obligations of the Issuer in accordance with their terms; and the issue or sale of the Tranche A Bonds or the taking of any other action contemplated therein does not now and will not result in a breach by the Issuer of any terms of, or constitute a default under, or violation of, (i) the Articles of Association of the Issuer (ii) any agreement or undertaking of the Issuer that is material, or (iii) any applicable law; (g) without limitation to paragraph (f), the Tranche A Bonds are convertible into shares of common stock of the Issuer in accordance with the Terms and Conditions of the Bonds and the shares of common stock issued upon conversion of Tranche A Bonds will be validly issued, fully paid-in and free and clear of any pre-emptive rights or any similar rights arising under the Articles of Association of the Issuer or applicable law. The Board of Directors is authorized to increase the capital of the Issuer upon the conversion of Bonds, and to issue the shares to the Bondholders who have exercised the Conversion Option and the undertaking regarding EGMS Resolutions (provided in Annex 2A of the Prospectus) shall be complied with in a timely manner. (h) the Issuer has obtained all authorizations required or advisable pursuant to the Articles of Association of the Issuer or applicable Romanian law in connection with the offering, issue and sale of the Tranche A Bonds; (i) the audited financial statements of the Issuer as of December 31, 2011 are true and correct and fairly present the financial condition of the Issuer as of the dates indicated and its results of operations and changes in financial position for the periods therein specified, and have been prepared in conformity with the Accounting Principles consistently applied, except as otherwise noted therein; (j) title to the Tranche A Bonds shall vest in the Lead Investor no later than the Issue Date, free and clear of any and all encumbrances; and (k) as of the signing date of the Tranche A Subscription Agreement, there has not been any material adverse effect on the Issuer or any development involving a prospective material adverse change, in the condition, financial or otherwise, of the Issuer from that set forth in the Prospectus. (l) These representations shall be continuous and deemed repeated upon each and every conversion of the Tranche A Bonds.

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ANNEX 3

Audited consolidated financial statements and the Auditors’ reports for 2009, 2010, 2011 Individual financial statements for Quarter 3 2012 Please see the attached documents.

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ANNEX 4 Conversion Notice Form

To: BANCA TRANSILVANIA S.A. CLUJ-NAPOCA

NOTIFICATION I, the undersigned________________________________________ holder of (identification documents)__________________________, in my capacity as holder of subordinated unsecured convertible Bonds of 2013, due in 2020, issued by Banca Transilvania S.A. (the “Bonds”), in principal amount of EUR […..], in accordance with the account statement issued by the Central Depository, 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-fixing Date/Liquidity Date, I hereby irrevocably and unconditionally express my intention to convert: [choose one of the following options] (i) all [….] Bonds that I hold, with a principal amount of Euro […..]; or (ii) a number of [……] Bonds with a principal amount of Euro [….] (min. Euro 500,000) from the total principal amount of Euro [……] of the Bonds that I hold, and at the same time request the issuance 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 on this conversion notice shall be determined by dividing the lei equivalent of the outstanding principal amount I have chosen to convert, based on an exchange rate equal to the Spot Exchange 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 to them in the Prospectus for the Offering of 50,000,000 subordinated unsecured convertible Bonds of [2013]. Bondholder Date TRANSLATOR’S EXPLANATORY NOTE: The above translation of the prospectus is provided as a free translation from Romanian which is the official and binding version.