Commentary & Deal Flow

IPTs: MS+225/230bp

• Issuer: Banca Transilvania S.A.
• LEI: 549300RG3H390KEL8896
• Issuer Rating: Baa2 (Stable) by Moody’s / BBB- (Negative) by Fitch
• Expected Issue Rating: BBB- by Fitch
• Nominal Amount: € Benchmark
• Status of the Notes: Non-Preferred Eligible Notes, constituting direct, unsecured, unguaranteed and unsubordinated obligations of the Issuer, ranking (i) junior to Senior Obligations, (ii) pari passu among themselves and with all other present or future Non-Preferred Senior Instruments and (iii) senior to all present or future claims under ordinary shares and CET1 instruments, AT1 instruments, instruments qualifying as Tier 2 Capital or other own funds items, and all other subordinated instruments or obligations of the Issuer
• Waiver of Set-Off: Not subject to any set off or netting arrangements that would undermine their capacity to absorb losses in resolution. Accordingly, no Holder of such Notes shall be entitled to exercise any right of set-off or counterclaim against moneys owed by the Issuer in respect of such Notes
• Acknowledgement of Bail-in and Loss Absorption Powers: By its acquisition of the Notes, each Noteholder acknowledges and accepts that any liability arising under the Notes may be subject to the exercise of Bail-in and Loss Absorption Powers by the Resolution Authority
• Specified Denominations: €100,000 + €1,000
• Specified Currency: Euro (“EUR”)
• IPTs: MS+225-230bps
• Pricing Date: 15-Apr-26
• Settlement Date: 22-Apr-26 (T+5)
• First Call Date: 27-May-31
• Maturity Date: 27-May-32
• Interest Payment Date: 27 May in each year, commencing on 27-May-26 (short first coupon), up to and including the Maturity Date
• Rate of Interest: [•] per annum up to (but excluding) the First Reset Date; reset from (and including) the First Reset Date to a fixed rate of the 1-year Mid-Swap + the First Margin, payable annually in arrear on each Interest Payment Date; Act/Act (ICMA)
• Optional Early Redemption (Call): The Issuer may (subject, to the extent applicable, to the Conditions to Redemption) redeem all (but not, some only) of the Notes at the First Reset Date at their Outstanding Principal Amount, together with accrued interest (if any) thereon
• Special Event Calls: Following the occurrence of a Withholding Tax Event, a Tax Event or an MREL Disqualification Event, the Issuer may redeem all (but not some only) of the Notes at their Outstanding Principal Amount together with interest accrued to but excluding the date of redemption, in each case subject to the relevant Conditions to Redemption
• Clean-up Call Option: If, at any time, the Outstanding Principal Amount of the Notes of the relevant series is 20% or less of the aggregate nominal amount of the Notes originally issued, subject to the extent applicable, to the Conditions to Redemption, the Issuer may redeem all (but not some only) of the remaining outstanding Notes on any date, at EUR 1,000 per Calculation Amount together with any accrued and unpaid interest up to (but excluding) the date of redemption
• Substitution & Variation: Following the occurrence of a Withholding Tax Event, a Tax Event or an MREL Disqualification Event, or to ensure the effectiveness or enforceability of the Acknowledgement of Bail-in and Loss Absorption Powers, the Issuer may at any time substitute all (but not some only) of the relevant Notes for new Notes, which are Qualifying Securities or vary the terms of the relevant Notes so that they remain or, as appropriate, become, Qualifying Securities
• Events of Default: Limited events of default
• Business Day Convention: Following Business Day Convention
• U.S. Selling Restrictions: Reg S Compliance Category 2; TEFRA D applicable
• Governing Law: English law except that the status and subordination provisions and the acknowledgement of Bail-in and Loss Absorption Powers will be governed by the laws of Romania
• Clearing Systems: Clearstream/Euroclear (ICSDs)
• Listing: Regulated market of the Irish Stock Exchange plc trading as Euronext Dublin
• Advertisement: The Base Prospectus is available at, and the final terms of the Notes, when published, will be available at https://live.euronext.com and on the Issuer’s website https://www.bancatransilvania.ro/en/investor-relations/governance/bonds/emtn
• Documentation: Issued under the Issuer's EUR 2,500,000,000 Euro Medium Term Note Programme (Base Prospectus dated 13-Apr-26)
• Form of Notes: Bearer, New Global Note (NGN), Temporary Global Note exchangeable for Permanent Global Note
• Product Governance / MIFID II: Manufacturer Target Market (MIFID II and UK MiFIR product governance) is professional clients and eligible counterparties only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA. No key information document under the Consumer Composite Investments (Designated Activities) Regulations 2024 (SI 2024/1406) has been prepared as the securities will not be available to retail investors in the UK.
• Use of Proceeds: An amount equal to the net proceeds of the Notes will be used for the general financing purposes of the Issuer
• ISIN / Common Code: XS3348713390 / 334871339
• Joint Bookrunners: BT Capital Partners S.A., Goldman Sachs Bank Europe SE, J.P. Morgan SE, Morgan Stanley Europe SE, Nomura Financial Products Europe GmbH