Commentary & Deal Flow

Reoffer: 11NC6: MS+265bp / 100 / 6.216%
Benchmark: 11NC6: DBR 1.7 Aug-32 @ 91.10% / B+282.3bp / HR 98%

Launched: 11NC6: €500m @ MS+265bp
IPTs: 11NC6: MS+300a

• Issuer: Banca Transilvania S.A.
• LEI: 549300RG3H390KEL8896
• Issuer Ratings: Baa2 (stable) by Moody’s / BBB (neg) by Fitch
• Expected Issue Rating: Ba2 by Moody’s
• Instrument: Fixed Rate Reset Subordinated Notes, intended to qualify as Tier 2 Capital
• Format: Reg S (Category 2), Bearer, CGN, TEFRA D applies
• Ranking: Direct, unconditional, unsecured, unguaranteed and subordinated obligations of the Issuer. In the event of normal bankruptcy proceedings (faliment) or liquidation (lichidare) of the Issuer, the Notes shall rank: (i) junior to all present or future claims from Senior Obligations, so that in any such event no amounts will be payable in respect of the Notes until Senior Obligations have been satisfied in full; (ii) pari passu (A) without any preference among themselves at all times and (B) with all other present or future claims from instruments qualifying as Tier 2 Capital and other subordinated instruments or obligations of the Issuer (other than subordinated instruments or obligations of the Issuer ranking or expressed to rank senior or junior to the Notes); and (iii) senior to all present or future claims from: (A) “Additional Tier 1” instruments pursuant to Article 52 CRR of the Issuer; (B) ordinary shares and other common equity tier 1 instruments pursuant to Article 28 CRR of the Issuer; and (C) all other subordinated instruments or obligations of the Issuer ranking or expressed to rank junior to the Notes (as such terms are defined in the terms and conditions).
• Tenor: 11NC6
• Currency / Issue Size: €500m
• Settlement Date: 30-Sep-26 (T+5)
• Maturity Date: 30-Sep-37 (11 years)
• Reset Date: 30-Sep-32 (6 years)
• IPTs: MS+300bps area
• Spread: MS+265bps
• Ann. Yield: 6.216%
• Price: 100%
• Reference: DBR 1.7 Aug-32 (91.10%, spread:282.3bps, HR: 98%)
• Interest Payment Dates: Semi-annually in arrear on 30 March and September of each year, commencing on 30-Mar-27
• Coupon: From (and including) the Issue Date to, but excluding, the Reset Date, 6.216 per cent per annum. From (and including) the Reset Date to (but excluding) the Maturity Date, at a rate per annum equal to the sum of: (i) the applicable EUR 5 Year Mid-Swap Rate plus (ii) the Reset Margin (265 bps).
• Day Count Fraction: Act/Act (ICMA), following unadjusted
• Optional Redemption: The Issuer may, on 30-Sep-32 (the “Optional Redemption Date”), having given not less than 15 and not more than 60 days of notice to the Noteholders, redeem all, and not some only, of the Notes then outstanding at par, together with accrued interest to, but excluding, the Optional Redemption Date, subject to the conditions to redemption set out in Condition 6(k) (the "Conditions to Redemption")
• Clean-up Call Option: Subject to the Conditions to Redemption, if, at any time, the Outstanding Principal Amount of the Notes is 25 per cent or less of the aggregate nominal amount of the Notes originally issued, as further described in Condition 6(i) (Clean-up Call Option), the Issuer may, at its option, redeem all (but not some only) of the Notes on any date, upon giving not less than 15 nor more than 60 days' notice to the Holders (which notice shall specify the date for redemption and shall be irrevocable), at the Optional Redemption Amount (Clean-up Call) together with accrued and unpaid interest (excluding interest which has been cancelled or deemed cancelled in accordance with the Conditions) to, but excluding, the date of redemption.
• Redemption for Taxation Reasons: Subject to the Conditions to Redemption, if a Tax Event or Withholding Tax Event has occurred and is continuing, then the Issuer may, at its option, having given not less than 15 days' nor more than 60 days' notice to the Holders, redeem the Notes in whole (but not in part), at any time at their Outstanding Principal Amount together with accrued and unpaid interest (excluding interest which has been cancelled or deemed cancelled) to, but excluding, the date of redemption and any additional amounts payable in accordance with Condition 8 (Taxation).
• Redemption due to the occurrence of a Capital Event: Subject to the Conditions to Redemption, if a Capital Event has occurred, the Issuer may, at its option, having given not less than 15 days' nor more than 60 days' notice to the redeem all (but not some only) of the Notes at any time at a redemption amount equal to their Outstanding Principal Amount together with interest accrued to but excluding the date of redemption
• Substitution or Variation: The Issuer may, upon the occurrence of a Withholding Tax Event, a Tax Event or a Capital Event, or to ensure the effectiveness and enforceability of Condition 20, without noteholders’ consent, substitute or vary the terms of the Notes, so that the Notes remain or become Tier 2 Capital
• Contractual Recognition of Bail-in: Applicable
• Waiver of set-off: Applicable
• Use of Proceeds: The net proceeds of the Notes will be used for general corporate purposes of the Issuer
• Governing Law: English law except that the status and subordination provisions applicable and the acknowledgement of Bail-in and Loss Absorption Powers will be governed by the laws of Romania
• Documentation: Under the EUR 3.0bn Euro Note Programme with a base prospectus dated 13-Apr-26, as supplemented on 18-Sep-26 (the "Supplement")
• Expected Listing: Regulated Market of Euronext Dublin
• Clearing: Euroclear / Clearstream
• Denominations: €100,000 x €1,000
• Form of Notes: The Notes are in bearer classic global note ("CGN") form and will initially be represented by a Temporary Global Note which will be deposited on the Issue Date with a common depositary for Euroclear and/or Clearstream. The Temporary Global Note will be exchangeable as described therein for a Permanent Global Note not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. Any interest in a Global Capital Security will be transferable only in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream
• Target Market: Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as the securities to which this announcement relates (the “Notes”) will not be made available to retail investors in the EEA or the UK.
• Selling Restrictions: United States (Reg S only), EEA (including Italy), the United Kingdom, Singapore and Hong Kong
• Joint Lead Managers: BT Capital Partners, Citi, Goldman Sachs Bank Europe SE (B&D), ING, J.P. Morgan
• ISIN / Common Code: XS3515121054 / 351512105
• Stabilisation: FCA / ICMA
• Advertisement: The Base Prospectus and Supplement are available, and the Final Terms, when published, will be available, on the websites of the Issuer (https://www.bancatransilvania.ro) and Euronext Dublin (https://www.ise.ie)
• Timing: priced (toe:17h11CET/16h11UKT), FTT: 17h25CET/16h25UKT