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  • General Shareholders' Meeting Decisions
Banca Transilvania General Shareholders' Meeting Decisions

* Horia Ciorcila, Board Chairman for another 4 years * Newly elected Board members * Share capital increase * Option to list BT shares on the Wiener Börse *


The General Shareholders' Meeting (GSM) of Banca Transilvania was convened in Ordinary and Extraordinary session on April 28 in Cluj-Napoca. The GSM was chaired by Horia Ciorcila, Chairman of Banca Transilvania's Board of Directors. The Ordinary Meeting and Extraordinary Meeting were attended by shareholders' accounting for 62% of the bank's share capital.

  Decisions of the Ordinary General Meeting.
A main topic on the GSM agenda was the election of a new Board of Directors of Banca Transilvania for 2010-2014.
BT shareholders appointed via confidential voting, the following persons, to be members of the Board:

  • Horia Ciorcila - Board Chairman, Banca Transilvania (2002- ongoing), member of the Board (1994- ongoing), Founder of the Bank; 
  • Robert C. Rekkers - Banca Transilvania CEO; Board member (2002- ongoing)
  • Caremn Retegan - General Manager, Member of the Board, Verida Credit (2008-ongoing); General Manager, member of the Board, Domenia Credit (2003-2008);
  • Radu Palagheanu - promoter of Banca Transilvania project, Founder of the Bank; Board member between 1994-1995; General Manager, Compexit Trading SRL (1994-ongoing) 
  • Peter Franklin - The EBRD representative; CFO General Electric, GE capital Paris (1992-2009); 
  • Roberto Marzanati - Banca Transilvania Vice-Chairman of Board (2001- ongoing), President of Banca Transilvania Audit Committee ( 2004- ongoing), Senior Consultant within the EBRD (1993 - ongoing)
  • Costel Ceocea - President / General Manager / Member of the Steering Committee / Administrator, SIF Moldova (2008- ongoing)

Out of the 7 Board Members, Horia Ciorcila, Robert C. Rekkers and Roberto Marzanati were reelected by the shareholders.

After the General Shareholders' Meeting, the new Board had its first meeting and Horia Ciorcila was elected Chairman of the Board for another mandate and Roberto Marzanati, Vice Chairman of the Board.

Horia Ciorcila, Chairman of the Board of Directors, declares: "We have a Board with 4 new members, who are welcomed in our top management. I am honored to be reelected for a new mandate as Chairman of Board. We will definitely continue to be a strong team with the same BT Spirit driven by energy, new ideas and entrepreneurial focus, all these, the necessary ingredients of a top bank with a bold strategy and high ambitions".

The Ordinary General Meeting also approved the following: 2009 annual financial statements - individual and IFRS consolidated together with the Board of Director's Report and Independent Auditor Report; discharge of board members for the 2009 exercise; budget of revenues and expenses for 2010; BT's 2010 investment program; board members remuneration.

Decisions of the Extraordinary General Meeting. BT's share capital increase. Option to list BT shares on the Wiener Börse. The reference date.
The major topics on the Extraordinary Meeting agenda were the share capital increase, as well as BT's listing on foreign exchanges, notably Wiener Börse.
The shareholders voted the share capital increase by RON 391,584,470, by issuing 391,584,470 new shares, at a nominal value of RON 1/share.

The increase will be achieved from 3 sources, as follows:
a) capitalization of outstanding reserves from net profit, RON 173,900,510 according to end of 2009 balance sheet, respectively the issue of 173,900,510 new shares at the nominal value, RON 1/share, in the benefit of the shareholders registered with the Shareholders Registry held with the Central Depository at the reference date established by the GSM, respectively May 14, 2010.
b) capitalization of premiums, RON 97,683,960, respectively the issue of 97,683,960 new shares, at the nominal value, RON 1/share, in the benefit of the shareholders registered with the Shareholders Registry held with the Central Depository at the reference date established by the GSM, respectively May 14, 2010

Consequently, each shareholder registered at May 14, 2010, the reference date, will receive for each 100 shares a number of free shares calculated according to the formula:
100 x (271.584.470 / 1.086.337.883).
c) new cash subscription in amount of RON 120,000,000 from shareholders registered with the Shareholders Registry held with the Central Depository at the reference date established by the GSM, respectively May 14, 2010, through the issue of new 120,000,000 shares at the nominal value, RON 1/share. The issue price for the cash share capital increase is RON 1/share.

The shareholders' decision regarding Banca Transilvania's listing on Wiener Börse will ensure higher liquidity and make BT's shares more attractive and visible to foreign investors. Thus, BT will be listed, both on Bucharest Stock Exchange - where it is quoted since 1997 - and on Wiener Börse, starting 2010.

Moreover, 14 May 2010 was set to be the reference date for the shareholders who will benefit from dividends and other rights and to whom the GSM decisions apply.