April 2015 – Acquisition of

Volksbank Romania SA

Transaction overview

Disclaimer

THE INFORMATION CONTAINED IN THIS DOCUMENT HAS NOT BEEN INDEPENDENTLY VERIFIED AND NO REPRESENTATION OR WARRANTY EXPRESSED OR IMPLIED IS MADE AS TO, AND NO RELIANCE SHOULD BE PLACED ON, THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF THIS INFORMATION OR OPINIONS CONTAINED HEREIN.

CERTAIN STATEMENTS CONTAINED IN THIS DOCUMENT MAY BE STATEMENTS OF FUTURE EXPECTATIONS AND OTHER FORWARD-LOOKING STATEMENTS THAT ARE BASED ON MANAGEMENT’S CURRENT VIEWS AND ASSUMPTIONS AND INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS, PERFORMANCE OR EVENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN SUCH STATEMENTS.

NONE OF BANCA TRANSILVANIA OR ANY OF ITS AFFILIATES, ADVISORS OR REPRESENTATIVES SHALL HAVE ANY LIABILITY WHATSOEVER (IN NEGLIGENCE OR OTHERWISE) FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS DOCUMENT OR ITS CONTENT OR OTHERWISE ARISING IN CONNECTION WITH THIS DOCUMENT.

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THE FINANCIAL INFORMATION PRESENTED IN THIS DOCUMENT IS NOT AUDITED, UNLESS OTHERWISE SPECIFIED

2

PRESENTATION TOPICS

Introduction

Transaction overview

Overview of financial information

High level integration plan

3

Macroeconomic environment

The GDP rose by 2.8% Y/Y in 2014, an

evolution determined by the dynamics

of the domestic demand.

The private consumption increased by

4.5% Y/Y last year, while the

government consumption had a

positive contribution of 0.8 pp.

The inflexion of the fixed investment

at the end of 2014 (up by 1.4% Y/Y in

4Q) points to the start of a new cycle.

The average annual inflation

decelerated to 1.07% Y/Y in 2014.

Inflation hit new record low levels in

January and February 2015 (0.4%

Y/Y), due to the agricultural output

(2013/2014) and the decline in oil

prices.

NBR continued to relax the monetary

policy in March 2015, by cutting the

reference interest rate to 2.00% (the

central bank kept the MRRs levels at

10% for RON and 14% for FX).

Source: International Monetary Fund, National Statistics Office, National Bank of Romania

8.5%

4.2%

7.9%

6.3%

7.3%

-6.6%

-1.1%

2.3%

0.6%

3.4% 2.8% 2.5% 2.8% 3.3%

-10%

-6%

-2%

2%

6%

10%

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015f 2016f 2017f

GDP (%, Y/Y)

17.5%

14.2%

9.16%8.72%

4.88%

6.56% 6.30%

4.75%

7.98%

3.13%

4.96%

1.57%0.83%

2.10% 2.40% 2.80%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015f

2016f

2017f

Inflation - at year end (%, Y/Y)

4

0.60%

-0.92%

3.31%3.50%3.56%

5.01%

-1%

0%

1%

2%

3%

4%

5%

6%

201420132012201120102009

Total banking assets growth rates

Romanian Banking Systems – banking assets

and NPLs

Source: National Bank of Romania

BT benchmarks well at 10.87% NPL

ratio as end of 2014.

NPL ratio rose to 14.25% in

February in the Romanian Banking

sector.

BT achieved 8.4% growth during

2013 and 11.2% increase during

2014.

13.93%15.33%

19.19%

21.87%

18.24%

14.33%

11.85%

7.89%6.53%

-3.00%

2.00%

7.00%

12.00%

17.00%

22.00%

2014Q3 2014H1 2014201320122011201020092008

NPL

5

Romanian Banking System – loans and

deposits

27,911

49,486

67,713

83,669 79,712 77,35281,654

84,723 85,35492,124

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

RON non-government loans (RON bn)

32,762

43,797

80,468

114,411120,171

131,947141,378 141,151

133,111

118,868

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

FX non-government loans (RON bn)

35,898

45,183

87,61798,552

102,688113,364

124,111 125,454

142,046

155,504

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

RON non-government deposits (RON bn)

25,884

31,156

41,407

52,628

65,055 63,950 62,737

71,841 73,60577,094

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

FX non-government deposits (RON bn)

6Source: National Bank of Romania

31

215

535 540

-

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

0

100

200

300

400

500

600

2000 2005 2010 2014

BT clients and units evolution UNITS

CLIENTS

Banca Transilvania’s growth path

1.8% 2.0%

2.9%

3.9%

4.7%

5.5% 5.4%5.9%

6.3%

7.3%

8.1%

8.9%

9.78%

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

BT: market share evolution

7Source: National Bank of Romania

PRESENTATION TOPICS

Introduction

Transaction overview

Overview of financial information

High level integration plan

8

Transaction overview

Transaction rationale

Banca Transilvania intends to consolidate its position within the Romanian banking market,

benefiting from economies of scale, while preserving strong profitability, organic growth

and prudential ratios.

The main points of focus for the acquisition are:

Banca Transilvania will achieve a better management of its strong liquidity position.

Banca Transilvania has a long-term strategy that synergies with Volksbank’s significant retail loans

portfolio.

The cross-sell ratio of banking products and services will increase for the combined entity.

Next steps

The integration planning.

Legal merger – subject to GSM approval.

9GSM – General Shareholders Meeting

Transaction overview

Transaction scope and milestones

The transaction documentation was signed on 10 December 2014. The closing date of the

transaction is 7 April 2015.

Banca Transilvania Financial Group acquired 100% of Volksbank Romania S.A. shares (Banca

Transilvania has full control after closing date).

The balance of parent funding outstanding in Volksbank at closing date is assigned to Banca

Transilvania at nominal value as part of the transaction.

Pricing overview

The transaction price is EUR 81 million (eq. RON 360 million), out of which an amount of

EUR 58 million is placed in an escrow account to cover certain future risks that may arise

within 1 year, as identified in the SPA.

The consideration was fully paid by Banca Transilvania at closing date from own liquidity

resources.

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PRESENTATION TOPICS

Introduction

Transaction overview

Overview of financial information

High level integration plan

11

2014 Highlights

Key Indicators

(RON million)

Banca

Transilvania*

Volksbank

Romania**

Total assets 35,620 12,361

Equity 3,702 713

Total loans and accruals 20,020 8,656

PAR 90 (%) 10.87% 9.16%

Cost / Income (%) 41.41% 78.1%

Cost of risk (%) 3.32% 0.99%

NIM (%) 3.37% 2.07%

Capital adequacy ratio (%) 17.32% 19.00%

Loans / deposits (%) 66.63% 184.33%

Quick liquidity (%) 55.30% 33.80%

* Audited results approved by the Board of Directors on 26 March 2015

** Based on 2014 audit report

Total assets CCY structure

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2014 - Balance Sheet

RON million

Banca

Transilvania*

Vollksbank

Romania**

Cash and cash equivalents 4,226 2,483

Placements with banks 2,379 418

T bills and securities 10,905 1,537

Loans to customers, net 17,517 7,677

Fixed assets and participations 435 158

Other assets 158 88

Total assets 35,620 12,361

Shareholders' equity** 3,702 713

Subordinated loan 395 723

Due to customers 30,045 4,696

Due to banks and FIs 1,082 4,069

Other liabilities 396 2,160

Total liabilities 35,620 12,361

* Audited results approved by the Board of Directors on 26 March 2015

** Based on 2014 audit report; the equity of VB includes 2014 losses13

2014 - Income Statement

RON millionBanca

Transilvania*

Volksbank

Romania**

Net interest income 1,138 267

Net commissions income 408 27

Other operating income 454 39

Operating income 2,000 333

Operating expenses 828 232

Profit before provisions 1,172 102

Provisions 667 2,006

Gross profit / (loss) 505 (1,904)

Net profit / (loss) 434 (1,899)***

* Audited results approved by the Board of Directors on 26 March 2015

** Based on 2014 audit report

*** the equity of RON 713 million, includes the 2014 net loss of VB14

Overview of financial information on

closing date

* Based on December 2014 audited amounts adjusted for SPA conditions

** Based on 2014 audited report

Selected captions

(RON million)

Volksbank Romania

at closing*

Volksbank Romania

eoy 2014**

Subordinated loans - 723

Parent funding 2,857 4,069

Equity further to VB capital increases

in Q1 20152,795 713

Additional provisions as required by

BT, to be booked following closing890

Final Equity position 1,905

During Q1 2015, Volksbank Romania’s equity position has significantly increased following the

implementation of the conditions negotiated between parties before closing date:

Conversion of all subordinated loans amounting to EUR 161 million;

Partial conversion of parent funding amounting to CHF 341.5 million.

VB parent funding of eq. RON 2,857 is assigned to BT

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Post merger highlights–preliminary estimations

RON million

Estimated

post-mergerBT individual*

Loans to customers, net 26,954 20,415

Due to customers31,939 31,378

*BT individual – as presented as a stand alone, organic growth bugdet

Net interest income 1,730 1,484

Net commissions income 504 456

Other operating income 147 139

Operating expenses 1,028 898

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PRESENTATION TOPICS

Introduction

Transaction overview

Overview of financial information

High level integration plan

17

Integration strategy was developed to ensure

business continuity and synergy achievement

Enhanced customer experience

Single portfolio of products in the merged bank

Strong relationships with the clients

Common product and service offering

Unified branch network focused on customer experience

No disruptions in customer service and operations

Unified core banking platform and support applications

Strong and unified team in the merged bank

Talents retained, employee satisfaction kept at a high level

IT

Retail

HR

Corporate &

SME

Network

No disruptions in reporting

Unified procedures and policies

Finance /

controlling

Risk, compliance and anti-fraud policies aligned to BT standards

Market risk addressed by BT being the main counterpart for VB treasury

Risk &

Internal

control

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A portfolio of over 20 projects have been

already defined to implement the strategy

Projects Portfolio

Q1 2015 Q2 2015 Q3 2015 Q4 2015

Pre-closing

activities

Program structure

development

Program planning

Development of

tactics within

respective

project areas

Tactics implementation

Merger preparation, further to specific GSM

and other authorities approvals

Target

merger

date1

1. Targeted date could be Q1 2016, but it is subject to approvals from the General Shareholders’ Meeting

Retail non-loan products strategy

Joint network strategy

IT migration

HR Integration

Legal process for the merger

Retail loans strategy Communication

Operations integration

Data warehouse

Corporate & SME portfolio strategy

Rebranding

Risk strategy

Treasury

Real-estate portfolio management

Finance & Controlling

Accounting

Procurement synergies

ATM & POS Integration

Internal Audit

Collection and workout

CHF loans

Main projects

19

Integration program is managed by a strong

team with VB engagement

Project Managers

Program Management

Omer Tetik

Mihaela Nadasan

Luminita Runcan

Gabriela Nistor

George Calinescu

Leontin Toderici

Tiberiu Moisa

Andrei Dudoiu

Program Office Communication Team

Dedicated VB teamsDedicated BT teams

20

Five core values defined for the integration -

customers and employees in the center

1

2

3

4

Collaboration

Fairness

360° Communication

Transparency

Customer and Employee

Focus

21

Banca Transilvania S.A.

8, G. Baritiu Street

Cluj-Napoca, 400027

Romania

Telephone + 40 264 407 150

Fax + 40 264 407 179

Investor.Relations@btrl.ro

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