CURRENT REPORT in accordance with Law 24/2017 on issuers and market operations and FSA Regulation no. 5/2018 on issuers and market operations
BANCA TRANSILVANIA S.A. CLUJ-NAPOCA
Headquarters: Cluj-Napoca, 30-36 Calea Dorobantilor
Telephone/fax number: 0264/407150/407179
Registry of Commerce reg. number: J12/4155/1993
Individual identification number: 5022670
Subscribed and paid-up capital: RON 7,076,582,330
Legal Stock Market: Bucharest Stock Exchange
1. Important events to report:
a) Change of control of the issuer – not applicable.
b) Acquisition or substantial transaction of assets – not applicable.
c) Insolvency/juridical reorganisation/bankruptcy procedure – not applicable.
d) Transactions of the type listed in art. 82 of Law no. 24/2017 – not applicable.
e) Other events:
BANCA TRANSILVANIA S.A. informs the shareholders that the 29th of August 2022 is the payment day for the compensation of the shares resulting from the completion of the consolidation operation that will be carried out under the Decision of the Extraordinary General Meeting of Shareholders held on the 28th of April 2022.
The price of the instrument set by EGMS is 2,5273 RON/share and, considering the consolidation of the nominal value from 1 to 10 lei, the price of the compensation of the fractions is 25,273 RON, meaning that the actual compensation will follow the following formula:
The amount of compensation = the price of the compensation of the fractions (25,273 lei) x the resulting fraction.
By the same above-mentioned Decision, the registration date was approved as the 17th of August 2022 and the ex-date as the 16th of August 2022.
The payments representing the value of the resulting fractions due to the shareholders will be made according to the information published on the website of Banca Transilvania, GMS Section, Information concerning the consolidation of the nominal value of TLV shares Subsection, in accordance with the applicable legal provisions.
We inform the shareholders that, in accordance with the legislative changes at capital market level, if the resulting fractions of financial instruments result from the application of the algorithm for the calculation of the number of shares due as a result of consolidation, the number of shares will be rounded down, at the lower value. If the shareholder is represented by several participants (stock brokerage companies) and/or appears with shares registered in both Section 1 (Central Depository) and Section 2 (several stock brokerage companies), the new shares will be granted pro rata and rounding to the lower value will be done in relation to each package of shares identified according to the above and not in relation to the total of the shares held by the shareholder. Consequently, in order to avoid any rounding operations as a result of consolidation, in line with the applicable legal provisions, the recommendation to shareholders is to ensure that, by the 15th of August 2022, including it (prior ex-date), the portfolios they hold are unified, either in Section 1 or at a single participant, and that, whatever the case may be, they are a divisible number by 10.
Shareholders who, as a result of the consolidation operation, would not benefit from the allocation of a whole number of shares may, on their own initiative, trade, until the 15th of August 2022, including it (previous ex-date), a number of shares with a TLV symbol to ensure their allocation, following the consolidation operation, of a whole number of actions. We also specify that shareholders who will have a number of less than 10 shares, after the 15th of August 2022, will lose the shareholder status of the issuer following the completion of the consolidation operation, and will be compensated accordingly for the resulting fraction.
The processes indicated above can only be carried out by the shareholder according to his/her own decision, the issuer being not involved in this transaction of shares in any quality.
In order to inform the shareholders accordingly, we inform you that the BT procedure for payment of the consideration of the fractions resulting from the consolidation operation has been published on the bank’s website (www.bancatransilvania.ro), and can be accessed by all interested parties. It contains all the details of the methods of payment of the resulting fraction.
CHIEF EXECUTIVE OFFICER CHIEF GOVERNANCE OFFICER
OMER TETIK IOANA OLANESCU