Decisions of the General Meeting of Shareholders of Banca Transilvania

The General Meeting of Shareholders of Banca Transilvania, convened in Ordinary and Extraordinary session, on April 29, 2014, presented to BT’s shareholders the 2013 achievements, as well as the bank’s Business Plan for the current year. Furthermore, the Board of Directors was elected for the 2014-2018 mandate. Mr. Horia Ciorcilă and Mr. Roberto Marzanati were each awarded a fourth mandate by the shareholders, for the position of Chairman of the Board, respectively Vice-Chairman of the Board. 

At the Ordinary GMS were present or were authorized shareholders accounting for 44.3494% of the share capital, respectively 974,106,121 shares. At the Extraordinary GMS were present or were authorized shareholders accounting for 44.3494% of the share capital, respectively 974,106,121 shares. 

Decisions of Ordinary General Meeting of Shareholders
The Ordinary GSM approved: the annual financial statements for the 2013 financial year – individual and consolidated; the profit distribution proposals; the discharge of directors for the 2013 financial year; the Budget of Revenues and Expenses and the Business plan for 2014; the setting of directors’ remuneration for the current year, as well as the extension of service agreement between Banca Transilvania and SC KPMG Audit SRL. Moreover, the shareholders approved May 30, 2014 to be the registration date, defined as the date serving to the identification of the shareholders who are to be influenced by the GMS Decisions, as well as the mandating of the Board, and, individually its members, to enforce the Decisions adopted by the Ordinary General Meeting of Shareholder.

One of the most important topics on the Ordinary GSM agenda was the election of the Board of Directors for 2014-2018. Those who obtained a new mandate were the following: Horia Ciorcilă – Chairman, Roberto Marzanati – Vice-President, as well as members Costel Ceocea, Radu Palagheanu and Prof. Dr. Vasile Puşcaş. Horia Ciorcilă and Roberto Marzanati were awarded by the shareholders a fourth mandate for the position of Chairman of the Board, respectively Vice-Chairman of the Board. In addition, starting with this year, the Board will have two new members: Thomas Grasse (Germany) – nominated by the EBRD as representative within Banca Transilvania’s Board, and Ivo Gueorguiev (UK) – both being bankers with a vast career and experience in finance.

FINANCIAL STATEMENTS:

2013: Profit distribution proposal IFRS

2013: Consolidated Financial Statements IFRS

2014: Budget of revenues and expenses

2014: Investment plan   

• Branches + buildings : RON 41.68 million
• IT investments and cards RON 55.92 million
• Miscellaneous: RON 12.07 million
• TOTAL INVESTMENTS (VAT INCLUDED): RON 109.67 million

• Decisions of the Extraordinary General Meeting of Shareholders

The shareholders voted the capital increase with RON 352,742,991, by the issue of 352,742,991 new shares, with a face value of RON 1/share. The capital increase will be accomplished via the following:

Another decision of the Extraordinary General Meeting of Shareholders resides in the redemption by Banca Transilvania of own shares, in accordance with the applicable legal provisions, under the following conditions: maximum 17 million shares with a face value of RON 1/share, at a minimum price equal to the market price on the Bucharest Stock Exchange at the time of the acquisition and a maximum price of RON 2.5, for a period of max. 18 months as of the publishing of the EGMS Decision in the Official Gazette of Romania, Part IV, with the purpose of implementing a remuneration system capable of ensuring the following: the compliance with the long-term performance principle and an employee loyalty programme of at least 3 years.

Another topic on the Agenda was represented by the proposal to modify certain items in BT’s Articles of Association and also to set May 30, 2014 as the registration date for the shareholders that are influenced by the Decisions of the General Meeting of Shareholders. The Board of Directors was mandated by the sharholders to enforce all these decisions.