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ANNUAL REPORT
OF THE BOARD OF DIRECTORS
FOR THE FINANCIAL YEAR
Prepared pursuant to Law no. 24/2017, Law no. 74/2015, Law no. 243/2019,
ASF Regulation no. 10/2015, ASF Regulation no. 7/2020, ASF Regulation no. 5/2018,
and ASF Norm no. 39/2015
This Report of the Board of Directors is provided as a free translation from Romanian,
which is the official and binding version. In case of inconsistencies between the information provided
in Romanian and those provided in English, Romanian language shall prevail.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
1
CONTENTS
MAIN FINANCIAL AND OPERATIONAL INFORMATION
2
GENERAL INFORMATION
ABOUT
3
1. ANAL
YSIS
OF
LION CAPITAL
ACTIVITY
4
Economic Environment
4
Analysis of the Portfolio
Under Management
7
Net Asset Value (NAV) Evolution
7
Portfolio Structure
1
0
Stock Portfolio Management
1
3
Risk
Management
2
1
Human Resources
26
Tangible Assets of the Company
27
Litigations
28
Outlook for 202
5
28
2.
THE SHARES ISSUED BY
LION CAPITAL
30
3.
CORPORATE GOVERNANCE
34
4.
FINANCIAL ANALYSIS
51
Separate
Statement of
Financial
Position
51
Separate
Statement of the Separate Profit and Loss and Other Comprehensive Income
53
Separate Cash Flow Statement
54
5.
OTHER SIGNIFICANT INFORMATION
56
6.
SUBSEQUENT
EVENTS
60
7.
PROPOSALS OF THE BOARD OF DIRECTORS
61
AN
N
EXE
S
ANNEX 1
Separate Financial Statements as of December 31, 2024, prepared pursuant to International Financial Reporting
Standards adopted by the European Union and ASF Norm no. 39/2015
ANNEX 2
Statement of Lion Capital’s assets and liabilities as of December 31, 2024, and the detailed statement of
investments (as per Annexes no. 10 and 11 to Regulation no. 7/2020)
ANNEX 3
Compliance with the Code of Corporate Governance issued by Bucharest Stock Exchange (BVB)
ANNEX 4
Statement on the compliance with the principles of corporate governance as per ASF Regulation no. 2/2016
ANNEX 5 Annual Report of the Nomination and Remuneration Committee
ANNEX 6 Lion Capital’s Remuneration Report for 2024
ANNEX 7 Amendments to the Articles of Association in 2024
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
2
MAIN FINANCIAL
AND OPERATIONAL INFORMATION
FINANCIAL POSITION
[RONm]
2021
2022
2023
202
4
Total Assets, of which
3,607.39
3,405.26
4,305.79
4
,
841
.
50
Total Financial Assets
3,579.13
3,374.95
4,286.62
4
,
788
.
15
Equity
3,416.13
3,242.85
4,100.37
4
,
593
.
62
Total Liabilities
191.26
162.41
205.41
247
.
88
FINANCIAL PERFORMANCE
[RONm]
2021
2022
2023
202
4
Income 135.55 174.92 166.28
229
.
64
Gain on Investment 288.29 (47.40) 296.85
(20
.
67)
Expenses 27.50 24.39 27.53
32
.
73
Gross Profit 396.34 103.12 435.58
176
.
24
Net Profit for the Year 387.00 95.47 417.26
161
.
73
FINANCIAL INDICATORS
[%]
2021
2022
2023
202
4
ROE (Net Profit / Equity)
11.33
2.94
10.18
3.52
ROA (Net Profit / Total Assets)
10.73
2.80
9.69
3.
3
4
Gross Profit Margin (Gross Profit / Total Income)
73.32
27.43
77.58
39.90
STOCK AND NET ASET
PERFORMANCE
2021
2022
2023
202
4
Stock Price (year end, in RON)
2.5400
2.4300
2.5900
2.
8
500
Net Asset Value* / Share (RON)
6.7170
6.3817
8.0847
9.
0
838
PER**
3.4
12.9
3
.
15
8.93
Dividend / Share (RON)
0.06
-
-
***
Accounting Net Asset / Share (RON)
6.7311
6.3897
8
.
0952
9.0959
Nominal Value of Share (RON
0.1
0.1
0.1
0.1
Number of Issued Shares
515,422,363
507.510.056
507.510.056
507.510.056
Number of Outstanding Shares
507,510,056
507.510.056
506.520.056
50
5
.
0
20.056
* calculated acc. to ASF regulations
** calculated using EPS for the average number of shares in the respective year
*** as per the decision of GMS of April 2025
OPERATIONAL DATA
2021
2022
2023
2024
Number of Employees, year end
33
32
32
3
0
Number of Branch Offices
1
1
1
1
SHAREHOLDING
STRUCTURE
a
s of
December
31
,
202
4
Number of shareholders
stake
Romanian Individuals
5
,
73
2
,
824
39
.
1
0
%
Non
-
Resident Individuals
2
,
1
60
1
.
30
%
Romanian Legal Entities
10
2
45
.
09
%
Lion Capital (
treasury shares
)
1
0
.
49
%
Non
-
Resident Legal Entities
1
4
14
.
0
2%
TOTAL
5
,
73
5
,
101
100%
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
3
GENERAL INFORMATION
COMPANY NAME
Lion Capital S.A.
(
hereinafter referred to as
“Lion Capital”
,
“
The Fund”
or
“the
Company”), the new corporate name, starting March 24, 2023, of SIF Banat-Crișana S.A.
COMPANY TYPE
▪
joint stock company, Romanian legal entity with private capital
▪ established as a self-managed investment company, authorized by the Financial
Supervisory Authority as Alternative Investment Fund Manager (AIFM) - Authorization no.
78 / 09.03.2018, and as closed-ended alternative investment fund, diversified,
addressed to retail investors (AIFRI) - Authorization no. 130 / 01.07.2021
SHARE CAPITAL
▪
RON 50,751,005.60
–
subscribed and paid
-
up capital
▪ 507,510,056 shares issued; 505,020,056 outstanding as of December 31, 2024
▪ RON 0.10 per share nominal value
REGISTRATIONS
▪
Number in
Trade Register
J02/1898/1992
▪ Tax Identification Code RO 2761040
▪ Number in ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018
▪ Number in ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021
▪ Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274
MAIN ACTIVITY
Main activity is, as per the classification of economic activities in the national economy
(NACE; ro: CAEN): financial intermediation, except for insurance and pension funds
(NACE Code 64), and the main object of activity: Other financial intermediation n.c.a.
(NACE Code 6499):
a) portfolio management
b) risk management;
c) other activities carried out within the collective management of an investment fund,
allowed by the legislation in force.
TRADING MARKET
The company is listed since November 1, 1999, on the regulated market of Bucharest
Stock Exchange (BVB or BSE) – Premium category
symbol
LION
(since May 15, 2023, previously: SIF1)
FINANCIAL AUDITOR
Deloitte Audit S.R.L.
DEPOSITARY BANK
Banca Comercială Română (BCR)
SHARES AND
SHAREHOLDERS’
REGISTER
Depozitarul Central S.A. Bucharest
REGISTERED OFFICE
Arad
, 35A Calea Victoriei, 310158, Romania
TEL +40257 304 438 FAX +40257 250 165
EMAIL office@lion
-
capital.ro WEB www.lion
-
capital.ro
BRANCH
OFFICE
Lion Capital Arad-Bucharest Branch-Rahmaninov
46
-
48 S. V. Rahmaninov
Str., 3rd floor, sector 2, 020199, Bucharest
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
4
1. ANALYSIS OF LION CAPITAL ACTIVITY
Economic Environment
Global economic landscape
The year 2024 was marked by elections in over 60 countries worldwide, including the U.S. presidential
elections, and those in Romania. The global economy continued its recovery, yet it still faces structural
challenges stemming from post-pandemic effects, persistent inflationary pressures, and central banks’
monetary policy decisions. Inflation maintained a downward trajectory globally, while financial markets
experienced moderate volatility. Major stock indices generally recorded slight gains amid economic and
political uncertainties. Persistent geopolitical tensions, alongside ongoing armed conflicts in Ukraine and
the Gaza Strip/Palestine, continued to fuel concerns across global economies, leading to subdued
consumer spending and fluctuating hydrocarbon prices, which stabilized toward the end of the year.
At a global level, the pace of recovery varies across regions, with some advanced economies showing
moderate growth, while emerging markets continue to struggle with structural instabilities. The
International Monetary Fund forecasts global economic growth of 3.3% for both 2025 and 2026, below the
historical average of 3.7% recorded between 2000 and 2019. Inflation is expected to decline to 4.2% in
2025 and further to 3.5% in 2026, gradually converging toward long-term targets. Growth expectations
remain uncertain due to the trade war initiated by the Trump administration, as the reactions of newly
elected political leaders to U.S. trade measures remain unclear. What is certain, however, is that
mismanagement of the trade war by any party could disrupt global trade - either slowing economic growth
through sharp price increases that dampen consumption or reigniting inflationary pressures.
European Economic Environment
The European economy faces challenges similar to those on a global scale, albeit compounded by regional
specificities. In the Eurozone, inflation is expected to continue its deceleration and align with the medium-
term inflation target throughout 2025, according to the European Commission's report. The Harmonised
Index of Consumer Prices (HICP) declined from a peak of 10.6% in October 2022 - the highest level since
the introduction of the euro - to 1.7% in September 2024. The European Commission projects that the HICP
will decrease from 5.4% in 2023 to 2.4% in 2024, then to 2.1% in 2025 and 1.9% in 2026.
Economic growth remains modest and fragile, with recovery prospects emerging during 2025 and 2026.
Real GDP is anticipated to grow by 0.8% in 2024, increasing to 1.3% in 2025 and reaching 1.6% in 2026.
The European Central Bank continues to implement a restrictive monetary policy to rein in inflation,
gradually lowering key interest rates throughout 2024 - a trend that has persisted into the early months of
the current year. Meanwhile, member states are adopting fiscal measures to stimulate growth, although
these initiatives vary in scope and effectiveness.
Fluctuations in energy prices, exacerbated by geopolitical uncertainties—such as the repercussions of the
conflict in Ukraine - are impacting production costs and diminishing consumers’ purchasing power.
The automotive sector has been the most affected segment of Europe’s economy. The European auto
industry now finds itself at a critical juncture, grappling with heightened vulnerability amid the rapid rise of
the Chinese automotive market. As Chinese manufacturers develop next-generation electric vehicles
(EVs) with cutting-edge technology and significantly lower production costs, European automakers -
hampered by high labour costs, elevated energy and gas prices, and a legacy industrial infrastructure- are
forced to confront intense competitive pressures. Traditional competitive advantages are eroding,
rendering factory closures, workforce reductions, and cost restructuring inevitable measures to sustain
market presence. Furthermore, the forced transition from internal combustion engines to electric vehicles
exacerbates this situation. Although Europe has imposed increasingly stringent environmental regulations
aimed at reducing CO₂ emissions, the transition has been managed inefficiently. European auto
manufacturers have struggled to develop a sufficiently affordable range of EVs, while Chinese
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
5
competitors- benefiting from subsidies and a modern business model—have rapidly expanded their
market share. In addition, the dependency on imported components such as batteries and
semiconductors expose the European supply chain to additional risks in the current geopolitical climate.
Overall, the European economic environment remains vulnerable to external shocks and the cumulative
effects of restrictive monetary policies. The risks for 2025 include potential liquidity issues and
macroeconomic imbalances, increased security costs- such as a higher percentage of GDP allocated to
defence - and, not least, EU financial support expenditures aimed at concluding the conflict in Ukraine.
Domestic Economic Environment
The year 2024 was defined by a series of economic recalibrations and profound structural transformations
amid volatile domestic and international conditions. Romania, for the most part, succeeded in sustaining
a relatively robust pace of economic growth despite global and European headwinds, yet it remains
susceptible to their adverse impacts. The nation’s economy recorded a modest growth rate of 0.9% in 2024
compared to 2023.
According to reports from the National Bank of Romania (BNR) on inflation and the National Institute of
Statistics (INS), Romania experienced moderate inflationary pressures in 2024, driven by external factors
- such as surging energy and raw material prices - and imbalances in domestic demand. A calibrated
monetary policy, coupled with targeted fiscal measures, contributed to stabilizing the situation, although
risks continue to persist. Data released by the BNR indicate that inflation exhibited notable volatility during
the year. While the early months were marked by a rapid escalation in prices, subsequent monetary
interventions engendered a significant moderation, culminating in a stabilization toward year-end - an
outcome that underscored the efficacy of institutional measures rather than a fundamental structural
recovery. Inflation followed the broader European trend, tapering from 10.4% in 2023 to 5.6% throughout
2024. Interest rates remained persistently elevated in light of prevailing domestic political conditions and
twin deficits, and Romania entering a phase characterized by a demand shortfall—spurred by recent fiscal
measures anticipated to temper inflationary pressures. Moreover, the BNR observed an easing in the
labour market, accompanied by a reduction in wage growth pressures within the industrial sector—
pressures that had, in recent years, consistently outstripped productivity and eroded Romania’s
competitive edge. Throughout the year, the policy interest rate was tactically lowered in two stages—from
7.00% to 6.75% following the BNR’s decision on 8 July 2024, and further to 6.50% in August. Consistent
with this downward trend, the rates for both the credit and deposit facilities also receded; the deposit rate
declined from 5.75% to 5.50%, while the lending facility rate fell from 7.75% to 7.50%.
The national currency maintained its status among the most stable within the CEE region, albeit with
modest long-term depreciation trends. BNR data reveal that the annual average USD/RON exchange rate
in 2024 stood at 4.5984, compared to 4.5743 in 2023, while the EUR/RON rate was of 4.9746 in 2024 versus
4.9465 in 2023.
Per the National Trade Registry, the number of Romanian companies and individuals in insolvency surged
by 9.4% year-on-year, reaching 7,274 in 2024 relative to the corresponding period in 2023.
The internal political turbulence at the end of 2024 negatively impacted the country’s economic outlook,
prompting Fitch and Standard & Poor’s to revise Romania’s rating outlook to negative. The parliamentary
elections on December 1, 2024, resulted in a more fragmented legislature, but a pro-European coalition of
three parties was swiftly formed. The new government announced fiscal consolidation measures and
passed the 2025 budget in January. However, the coalition’s stability remains fragile, and political
pressures are expected to stay high, particularly during the presidential election campaign, potentially
delaying additional fiscal consolidation measures until the second half of the year.
Romanian Capital Market in 2024
The Romanian capital market evolved in a highly volatile environment, shaped by both internal and external
factors. The complex geopolitical landscape of the previous year—marked by two ongoing wars and an
announced trade war—fuelled widespread uncertainty and unpredictability. However, financial market
investors adopted a less defensive stance than initially expected. Economic sentiment remained positive,
supported by slowing inflation and expectations of monetary policy rate cuts, which in turn drove stock
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
6
price appreciation. Most major global indices closed the year with positive returns, with some gains
continuing into 2025.
The domestic capital market posted notable increases in its indices and demonstrated a positive trajectory
in trading volumes. In 2024, the average daily trading value reached RON 65.8m - over 30% lower than in
2023 - despite the total number of transactions climbing to 1.88 million, a 30% increase compared to the
previous year. Additionally, the number of active trading accounts on the BVB surged by 27% relative to the
corresponding period in 2023, reaching 226,000, which underscores the growing public interest in
Romania's capital market. By comparison, there were approximately 66,000 active accounts in 2020,
signalling a favourable trend for the domestic market over the medium to long term.
Furthermore, the total market capitalization of companies listed on the Bucharest Stock Exchange
increased by 19% compared to 2023, reaching 350 billion lei. FIDELIS securities issues attracted a record
sum of over RON 16bn in 2024, and a new issuer - Premier Energy (PE) - was also listed on the exchange.
The Central Counterparty project has entered a technical authorization phase; although timelines have
slipped, the medium- to long-term introduction of derivative products is expected to significantly enhance
market liquidity.
Sources of information:
European Commission - https://economy-finance.ec.europa.eu/economic-surveillance-eu-economies/romania/economic-
forecast-romania_en • National Institute of Statistics – https://insse.ro/cms • National Commission for Strategy and Prognosis-
https://cnp.ro/ • Bucharest Stock Exchange – www.bvb.ro • National Bank of Romania – www.bnr.ro • Bloomberg Platform –
www.bloomberg.com • tradingeconomics.com • www.reuters.com • www.marketwatch.com • www.ft.com • theguardian.com
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
7
Analysis of the Portfolio under Management
Lion Capital’s investment strategy is focused on maximizing portfolio performance, with the primary
objective of enhancing the value of assets under management and optimizing investment income, in line
with prudential principles and applicable regulatory requirements.
The financial objective is to achieve a sustainable portfolio return, driven by dividend income and capital
gain.
Lion Capital is committed to the responsible and efficient management of a diversified portfolio of high-
quality assets, designed to generate a stable income stream, preserve capital, and support sustainable
medium- to long-term growth. The investment strategy is grounded in strong governance principles, aiming
to maximize shareholder value and deliver attractive returns while adhering to the applicable regulatory
framework.
Net Asset Value (NAV) Evolution
As of December 31, 2024, Lion Capital’s net asset value (VAN) amounted to RON 4,587,479,210
1
, up
12.02% vs. the value recorded for 2023-year end, viz. RON 4,095,059,742. Net asset value per share
(NAV/S) was of RON 9.0838 as of December 31, 2024 (31.12.2023: RON 8.0847 / share).
The calculation of NAV and NAV/S is performed monthly by Lion Capital, the values are certified by the
depositary bank Banca Comercială Română (BCR).
NAV and NAV/S for each month were submitted to Bucharest Stock Exchange and the Financial
Supervisory Authority – Financial Instruments and Investments Sector, and are permanently available to
investors, as they are published on Lion Capital’s website (www.lion-capital.ro) no later than 15 calendar
days from the end of the reporting period.
1
Net Asset Value as of 31.12.2024 was recalculated as follows: portfolio items (shares) measured on the basis of valuation reports -
recorded at values updated as of 31.12.2024; non-portfolio items - based on the final balance sheet underlying the preparation of the
standalone annual financial statements subject to the approval of the OGM of April 2025. Statement of assets and liabilities of Lion
Capital as of December 31, 2024, and detailed statement of investments (as per annexes 10 and 11 to Regulation No. 7/2020) -
restated and certified by the depositary of assets, Banca Comercială Română - are attached to this report.
4,095
4,134
4,177
4,281
4,323
4,407
4,563
4,681
4,685
4,620
4,626
4,501
4,587
Dec. '23 Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec. '24
2,000
2,400
2,800
3,200
3,600
4,000
4,400
4,800
RON milion (RONm)
MONTHLY NET ASSET VALUES DECEMBER 2023 - DECEMBER 2024
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
8
NOTE: net asset values (NAV) are those reported for the end of December for each year; until 2015 non-portfolio items were
calculated based on accounting records pursuant to Romanian Accounting Regulations (RAS) in force at that time; and under IFRS
for 2016 – 2024; mk. cap. calculated using closing price for LION (SIF1) stock in the last trading day of each year
Methodology for Calculating the Net Asset Value
During 2024, NAV calculation was performed in accordance with the provisions of Law no. 243/2019 on
alternative investment funds and for the amendment and completion of certain normative acts and of the
ASF Regulation no. 7/2020 on the authorization and operation of alternative investment funds with
subsequent amendments and completions. The reporting formats of statement of assets and liabilities,
respectively the detailed statement of investments, related to the reporting period comply with the content
established in annexes no. 10 and 11 of the ASF Regulation no. 7/2020, with subsequent amendments and
completions.
According to ASF Regulation no. 7/2020, the net asset value of an AIFRI established as an investment
company is determined as the difference between the total value of the assets and the sum of the accrued
expenses and deferred income. Both current and non-current debts and accrued provisions are included
in the calculation of the total amount of debts. In accordance with these regulations, starting with July 1,
2021, following the authorization of Lion Capital as AIFRI, the company calculated the net asset value by
adding the deferred income tax (non-current debt) to the total debts.
The statement of Lion Capital’s assets and liabilities as of December 31, 2024, prepared as per the
provisions of annex 10 to Regulation no. 7/2020 is presented as annex to this report.
Throughout 2024, the measurement of assets for the calculation of net asset value was carried out in
accordance with the regulations issued by the Financial Supervisory Authority, the provisions of ASF
Regulation no. 10/2015 and of ASF Regulation no. 9/2014 (art. 113-122), with subsequent amendments
and completions.
As per these regulations:
- Financial instruments admitted to trading or traded in the last 30 trading days on a regulated market or in
systems other than regulated markets, including in an alternative trading system in Romania, from a
Member State or a non-member, are measured:
a) At the closing price of the market segment considered as the main market or the reference price
provided in trading systems other than regulated markets including alternative systems by the
operator of that trading system for the day for which the calculation is made;
b) By way of exception from the provisions of letter a) above, in the case of joint stock companies
admitted to trading on a regulated market or a multilateral trading system with a liquidity considered
by Lion Capital, based on a judgment of prudential value in relation to the active market defined by
International Financial Reporting Standard 13 - Fair value measurement (IFRS 13), as irrelevant for the
1,604
1,841
1,921
2,593
2,228
2,725
2,884
3,409
3,239
4,095
4,587
715 926
1,014
1,440
1,056
1,413
1,134
1,309
1,233
1,314
1,446
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
400
900
1,400
1,900
2,400
2,900
3,400
3,900
4,400
NET ASSET VALUE(VNAV) vs. MARKET CAPITALIZATION
NAV
mk. cap.
RON milion
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
9
application of the marking to market valuation method, the shares of those companies will be
measured in the assets of Lion Capital in in accordance with the evaluation standards in force,
according to the law, based on an evaluation report.
c) In 2024, Lion Capital maintained this valuation method for the following portfolio companies: SIF
Imobiliare PLC (symbol SIFI), SIF Hoteluri SA (symbol CAOR), and IAMU SA (symbol IAMU). The
analysis carried out by the company revealed that for the issuers SIF Imobiliare, SIF Hoteluri and
IAMU, the active market criteria are not respected, as during 2024 transactions representing less than
1% of the issuer's share capital were recorded, the total number of transactions being less than 250
(during the last 12 months), their frequency being insufficient to meet the criterion of providing reliable
price information on an ongoing basis.
- Securities not admitted to trading on a regulated market or not traded in the last 30 trading days are valued
at the book (accounting) value per share resulting from the last annual financial statements, respectively
the value of equity included in the monthly reports to BNR (National Bank of Romania) for credit
institutions.
- In the case of joint stock companies not admitted to trading in a regulated market or alternative system,
in which Lion Capital holds more than 33% of the share capital, those shares are measured in Lion Capital
net asset exclusively in accordance with the international standards evaluation based on an evaluation
report, updated at least annually. These companies are presented in a separate annex under the Detailed
Portfolio Statement.
- Fixed income financial instruments are measured using the method based on the daily recognition of
interest and amortization of the discount / premium for the period passed from the date of the investment.
- The shares of companies in insolvency, judicial liquidation or reorganization proceedings are valued at
zero until the procedure is completed.
- The values of non-portfolio items considered in the calculation of net assets are in accordance with
International Financial Reporting Standards (“IFRS”).
The valuation methods applied by the Company to evaluate the financial assets in the portfolio are
presented on Company’s website, www.lion-capital.ro, in the operating documents as AIFRI, namely
Simplified Prospectus, Rules of the Fund in the section Corporate Governance › AIFRI, and in the section
Portfolio Management › Net Asset › Methods for the Measurement of Lion Capital’s Assets.
Liquidity analysis of issuers that have not been measured on the mark-to-market principle
Through Regulation no. 20/2020 amending and supplementing ASF Regulation no. 9/2014 on the
authorization and operation of investment management companies, collective investment undertakings in
transferable securities, and depositaries of collective investment undertakings in transferable securities,
as well as repealing paragraphs (11) and (12) of Article 45 of ASF Regulation no. 7/2020 on the authorization
and operation of alternative investment funds (published in Official Gazette 789/28.08.2020), the Financial
Supervisory Authority approved the completion of the evaluation methods for calculating net assets
provided for in Articles 113-122 of ASF Regulation no. 9/2014, allowing for the use of the fair value
evaluation method in accordance with appraisal standards for issuers listed on a stock exchange but with
low liquidity (without an active market) for the calculation of net asset value (NAV).
In accordance with ASF regulations, an internal analysis of the liquidity of issuers in the portfolio listed on
the regulated market or on the AeRO market operated by the BVB was conducted in February 2024, aiming
to identify situations where the market marking principle is not relevant, following the provisions of IFRS
13 – “Fair Value Measurement” regarding the definition of an “active market” and the main aspects to be
considered in measuring fair value.
The conducted analysis ascertained that:
• The active market criteria are not met for several issuers in the portfolio, as both in the last 12 calendar
months analysed (Jan. 2023 - Jan. 2024), and in February 2024, transactions representing less than 1% of
the issuer's share capital were recorded, with the total number of transactions being less than 250 (in the
same analysed interval), and their frequency being insufficient to meet the criterion of providing reliable
price information continuously.
• Considering the provisions of Article 114, paragraphs (4) and (5) of ASF Regulation no. 9/2014,
supplemented by ASF Regulation No. 20/2020, we consider it opportune and necessary to maintain the
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
10
evaluation methodology for majority participations without an active market – SIF Imobiliare Plc,
SIF Hoteluri SA Oradea, IAMU SA Blaj, using the evaluation method permitted under Article 114, paragraph
(4), namely, the shares of these companies to be measured in the Lion Capital’s assets in accordance with
the applicable evaluation standards, based on an evaluation report. The application of the mark-to-market
method is irrelevant for these issuers based on the presented analysis.
• This approach ensures both increased convergence between the monthly reporting of net assets and the
financial-accounting statement, and a reduction in the monthly volatility of the values included in the
calculation of the Net Asset Value reported to investors.
• A summary of the market analysis for these companies is presented in the following table:
DE
NOMINATION
SIF
IMOBILIARE
SIF HOTELURI
IAMU
No. of shares held by Lion Capital
4,499,961
31,820,906
9,170,588
Stake held
99.9997
%
98.9997
%
96.5310
%
Trades in 2023
Total volume
1
265,612
11,517
no. of trading days
1
98
58
% trade volume in 2023 of:
Share capital
0.00002
0.82636
0.12123
LION stake
0.00002
0.83471
0.12559
Trades <12 months
Total volume
1
276,241
11.643
no. of trading days
1
121
57
% trade volume in <12 months of:
Share capital
0.00002
0.85943
0.12256
LION stake
0.00002
0.86811
0.12696
Trades in February 2024
Total volume
1
45,424
125
no. of trading days
1
13
4
% trade volume in February 2024 of:
Share capital
0.00002
0.14132
0.00132
LION stake
0.00002
0.14275
0.00136
Portfolio Structure
Throughout 2024, Lion Capital’s investment operations were conducted in full compliance with the limits
and restrictions imposed by the applicable legal framework, in accordance with the provisions of Law no.
243/2019 on the regulation of alternative investment funds. These regulations apply to its status as a
closed-end, diversified alternative investment fund addressed to retail investors. No breaches of the
established investment limits were recorded in 2024.
To ensure prudent risk management in investment activities, rigorous internal procedures are in place for
identifying, monitoring, and controlling exposures. Management regularly reviews compliance with
prudential limits and investment restrictions, ensuring continuous oversight. In the event of inadvertent
breaches of these limits due to market fluctuations or other external factors, the management team has
the capability to take immediate corrective measures to restore compliance with applicable regulations
and safeguard investors’ interests.
The detailed statement of Lion Capital’s investments as of December 31, 2024, prepared pursuant to
Annex 11 of Regulation no. 7/2020, is presented as annex to this report.
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
11
--
As of December 31, 2024, the value Lion Capital’s stock portfolio reached RON 3,792.46m (2023:
RON 3,407.21m) having a weigh of 78.43% in the total assets under management at 2024 year-end.
Stock Portfolio Structure
Reported in relation to the market value of the portfolio, a significant weight in the portfolio structure at the
end of 2024 is still held by the financial-banking sector (51.86%), which includes banks, AIF, and AIFM, as
well as other companies in the financial sector, the commerce - real estate sector (19.15%), and the
pharmaceutical sector (8.48%).
The financial-banking sector continues to hold the most important stake in the portfolio under
management, and the value of holdings in this sector, calculated in accordance with ASF regulations,
recorded an increase during 2024, driven by the growth of the quotations of securities on the trading
markets.
Lion Capital's asset portfolio fell within the holding limits set by ASF regulations throughout 2024. Detailed
information is provided in the Risk Management subchapter.
68%
11%
9%
1%
10%
1%
67%
11%
7%
0%
13%
2%
ASSETS UNDER MANAGEMENT as of December 31, 2024
breakdown on classes (weight on total assets)
total
assets
under management
RON 4,835m
■
liste
d shares
worth RON 3,247.38m
(31.12.2023: RON 2,944.09m)
■ unlisted shares
worth RON 545.08m
(31.12.2023: RON 463.12m)
■ unlisted fund units
worth RON 316.97m
(31.12.2023: RON 395.55m)
■ corporate bonds
worth RON 1.26m
(31.12.2023: RON 37.45m)
■ bank deposits + cash available
worth RON 612.92m
(31.12.2023: RON 408.81m)
■ receivables and other assets
worth RON 111.76m
(31.12.2023: RON 51.45m)
Note: values calculated as of December 31, 2024 (the outer ring), and
December 31, 2023 (the inner ring), as per ASF Regulations no. 9/2014,
no. 10/2015, and no. 7/2020
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
12
--
-
46%
21%
8%
9%
6%
5%
5%
52%
19%
8%
7%
5%
3%
6%
STOCK PORTFOLIO
breakdown by sector
stock portfolio
RON
3,792m
41%
12%
9%
38%
46%
12%
9%
33%
STOCK PORTFOLIO
breakdown by stake held
36 companies
RON 3,792m
■
financia
l
-
ban
king
stakes in 9 companies, worth RON 1,966.76m
(31.12.2023: 11 companies, worth RON 1,561.27m)
■ commerce – real estate
stakes in 5 companies, worth RON 726.17m
(31.12.2023: 8 companies, worth RON 694.25m)
■ energy - utilities
stakes in 3 companies, worth RON 321.63mn
(31.12.2023: 3 companies, worth RON 278.83m)
■ pharmaceuticals
stake in 1 company, worth RON 258.54m
(31.12.2023: 1 company, worth RON 298.37m)
■ cardboard and paper
stakes in 1 company, worth RON 180.28m
(31.12.2023: 4 companies, worth RON 215.18m)
■ hospitality (hotels and restaurants)
stakes in 2 companies, worth RON 98.67m
(31.12.2023: 3 companies, worth RON 178.79m)
■ other industries and activities
stakes in 15 companies, worth RON 240.42m
(31.12.2023: 43 companies, worth RON 180.53m)
Note: percentages in the chart represent the stake of the category in the stock portfolio;
values calculated as of December 31, 2024 (the outer ring), and December 31, 2023
(the inner ring), as per ASF Regulations no. 9/2014, no. 10/2015, and no. 7/2020
■
up to 5%
stakes in 13 companies
worth RON 1,733.47m (31.12.2023: 23 companies, RON 1,418.06m)
■ 5-33%
stakes in 10 companies
worth RON 458,85m (31.12.2023: 36 companies, RON 405.48m)
■ 33-50%
stakes in 2 companies
worth 335,59 mRON (31.12.2023: 3 companies, RON 298.37m)
■ over 50%
majority stakes in 11 companies
worth RON 1.264,55 mRON (31.12.2023: 11 companies, RON 1,285.31m)
Note: percentages in the chart represent the stake of the category in the stock portfolio;
values calculated as of December 31, 2024 (the outer ring), and December 31, 2023
(the inner ring), as per ASF Regulations no. 9/2014, no. 10/2015, and no. 7/2020
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
13
Stock Portfolio Management
At the end of 2024, Lion Capital held majority stakes - over 50% of the share capital of the issuer - in 11
companies (2023: 11) with a combined value of RON 1,264.55m, representing 27.56% of NAV (Net Asset
Value).
Throughout 2024, Lion Capital's leadership continued their efforts to streamline the management process
of majority stakes, actively engaging and supporting the development plans and medium to long-term
strategies of the companies. In 2024, the Company collected dividend income amounting to
RON 194.43m, up 28% vs. 2023.
TOP 10 COMPANIES IN LION CAPITAL PORTFOLIO
as of December 31, 2024
Company (market symbol) Sector Stake held Value* [RON]
% of NAV
1. Banca Transilvania
(TLV)
financial
-
banking
4
.
78%
1
,
184
,
236
,
335
25.81%
2. SIF Imobiliare Plc
(SIFI)
real estate
99
.
99%
441
,
742
,
72
2
9.63%
3. SIF1 IMGB
real estate
99
.
99%
272
,
410
,
465
5.94%
4. Longshield
Investment Group
(LONG)
financial (AIF)
18
.
48%
271
,
480
,700
5.92%
5. Biofarm
(BIO)
p
harmaceuticals
36
.
75%
258
,
536
,
963
5.64%
6. BRD Groupe Société Générale
(BRD)
financial
-
banking
1
.
95%
253
,
792
,
864
5.53%
7. OMV Petrom
(SNP)
energy
–
utilities
0
.
57%
251
,
752
,
575
5.49%
8. Vrancart
(VNC)
cardboard and paper
76
.
33%
180
,
277
,
396
3.93%
9. Infinity Capital Investments
(INFINITY)
financial (AIF)
10
.
70%
122
,
940
,
051
2.68%
10. SAI
Muntenia Invest
financial
(AIFM)
99
.
98%
107
,
211
,
453
2.34%
TOTAL
3
.
344
.
381
.
524
72.90%
* calculated as per ASF regulations no. 9/2014, no. 10/2015, and no. 2/2018
The structure and composition of Lion Capital’s portfolio reflect a predominant allocation to listed
companies on regulated markets, with continuous adjustments to respond to economic dynamics and
financial market developments. The allocation strategy aims to maintain an optimal balance across
different economic sectors, ensuring adequate diversification and mitigating specific risk exposures.
The primary objective is to identify and capitalize on growth and development opportunities within a well-
defined investment framework that aligns with the assumed risk profile. To this end, Lion Capital conducts
ongoing assessments of economic trends, macroeconomic and geopolitical factors, and capital market
developments. This approach enables proactive risk management and swift adaptation to changes in the
investment landscape, ensuring the portfolio’s sustainability and performance over the medium and long
term.
86%
14%
86%
14%
STOCK PORTFOLIO
breakdown on liquidity
36
companies
RON 3,792m
■
listed companies
RON 3,247.38m (31.12.2023: RON 2,944.09m) value of shareholdings in 23 companies
(31.12.2023: 25)
■
unlisted companies
RON 545.07m (31.12.2023: RON 463.12m) value of shareholdings in 13 companies
(31.12.2023: 48)
Note: percentages in the chart represent the stake of the category in the stock portfolio; values
calculated as of September 30, 2024 (the outer ring), and December 31, 2023 (the inner ring),
as per ASF Regulations no. 9/2014, no. 10/2015, and no. 7/2020
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
14
Information on the largest shareholdings in the stock portfolio
1. BANCA TRANSILVANIA
Consolidated Results
[
RON
m
]
202
3
202
4
*
Δ
Net Interest Income
5,256.68
6,907.76
31.4%
Net Fee and
Commission Income
1,267.65
1,487.83
17.4%
Net Trading Income
657,02
938.29
42.8%
Operating Income
7,724.96
10,067.76
30.3%
Operating Expenses
3,505.91
4,863.28
38.7%
Gross Result
3,705.96
5,444.87
46.9%
Net Profit
2,984.23
4,731,97
58.6%
*preliminary results
By the end of 2024, BT Financial Group’s assets reached RON 207bn, reflecting a year-on-year increase of
over 22%. Loans grew to RON 96.4bn (up 27% year-on-year), while client deposits amounted to RON 168bn
(a 21% increase year-on-year).
The Group’s consolidated net profit stood at RON 4,731.9m, including RON 3,531.7m attributable to the
bank, whose operating profit increased by 28% year-on-year to RON 3,501m.
The number of active clients continued its upward trend, reaching 4.6m, while operational efficiency -
measured by the cost-to-income ratio - remained stable at 45.4%. The gross loan portfolio expanded by
13.5% year-on-year, with corporate lending outperforming retail lending, and the non-performing exposure
ratio remained largely unchanged, ranging from 1.98% to 2.07%. Return on equity reached 27%, surpassing
the local banking system average of 18.4%.
Banca Transilvania, trading under the stock symbol TLV (ISIN: ROTLVAACNOR1), is listed on the Bucharest
Stock Exchange, trading on the Main segment, Premium category. Lion Capital holds a 4.78% stake in
Banca Transilvania as of December 31, 2024.
2. SIF IMOBILIARE PLC
Consolidated Results
[EURm]
2021
2022
2023
Total
Revenues
9.2
11.5
13.8
Gross Profit
6.2
7.9
10.7
Net
Profit
5.8
6.1
8.8
* data published by the company on BVB
For the first half of 2024, the company reported standalone total revenues of EUR12.5m and a net profit of
EUR 12.4m.
SIF Imobiliare Plc is the important company in from the real-estate sector in Lion Capital’s portfolio,
holding a stake of 99.99% of its share capital.
The holding SIF Imobiliare Plc was established in 2013 following the decision of Lion Capital (then
SIF Banat-Crișana) to create a centralized managing structure, according to the principles of an integrated
management, for several companies with activities in the real estate field. This decision was based on the
unification of objectives, the minimization of operational costs, the maximization of revenues and at the
same time to seize the opportunities arising in the market.
The General Meeting of Shareholders of April 2024 decided to distribute the amount of EUR 7,019,959 as
dividends from the profit of the year 2023, the dividend per share being of EUR 1.56.
SIF Imobiliare Plc is listed on BVB since December 23, 2013, its securities are traded on AeRo exchange
segment under the ticker SIFI (ISIN: CY0104062217). The independent auditor for SIF Imobiliare Plc is
Evoserve Auditors Limited from Cyprus.
3. SIF 1 IMGB
Lion Capital (SIF Banat Crișana) acquired the majority stake in Doosan IMGB SA in 4Q of 2020, representing
99.92% of the share capital. Following the acquisition, the company's name was changed to SIF1 IMGB SA.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
15
As a result of the General Shareholders' Meeting in January 2020, the decision to cease production
activities was approved, which was gradually implemented between February and May 2020.
In 2021, the General Shareholders' Meeting approved the strategy for asset monetization and liabilities
settlement of the Company in view of transforming the former industrial platform into a modern mixed
urban project. Accordingly, in the first half of 2021, measures were initiated/carried out to monetize the
surplus assets of SIF1 IMGB SA, as per the decision of the AGM in March 2021.
The company achieved a net profit of RON 35.6m in the 2024 financial year, vs. RON 103.6m in 2023.
4. LONGSHIELD INVESTMENT GROUP
2021
2022
2023
2024
Net Profit
[RON
m
]
266.19
-
33.22
212
.
8
86
.
85
NAV/S
[RON]
2.5267
2.4367
2
.
9918
3
.
3137
Dividends
[RON
m
]
-
-
-
-
* preliminary results
Longshield Investment Group SA (formerly SIF Muntenia SA) is a Romanian legal entity incorporated as a
joint-stock company with wholly private capital. Its operations are governed by both the general Romanian
legal provisions and the specific regulations applicable to the Romanian capital market. The company is
registered with the Financial Supervisory Authority in Section 9 – FIA (Alternative Investment Funds),
Subsection – Alternative Investment Funds for Retail Investors established in Romania (FIAIR) under
registration number PJR09FIAIR/400005. Longshield Investment Group SA was authorized as a FIAIR on
July 9, 2021 by ASF Authorization no. 151/09.07.2021.
The shares of Longshield Investment Group, trading under the ticker symbol LONG, are listed on the
Bucharest Stock Exchange in the Premium category. The company’s portfolio comprises the following
main categories of financial instruments: equities, bonds, fund units, and bank deposits.
As of December 31, 2024, Lion Capital holds an 18.48% stake in the share capital of Longshield Investment
Group S.A.
5. BIOFARM
2021
2022
2023
2024
Turnover
[RON
m
]
239.0
276.9
280
.
3
286
.
77
Operating Profit
[RON
m
]
68.1
77.7
76
.
83
78
.
12
Net Profit
[RON
m
]
60.3
70.9
77
.
01
74
.
40
Dividends
[RON
m
]
23.6
29.56
30
.
55
-
*preliminary results
Currently, Biofarm is the largest Romanian producer of soft gelatine capsules, ranking among the top three
producers of oral solutions and suspensions, and is also one of the largest producers of tablets and coated
tablets in Romania. Biofarm’s portfolio comprises over 20 leading brands, covering the most important
therapeutic areas in the Consumer Healthcare division – digestive & metabolic, respiratory & ENT,
cardiovascular & circulatory, nervous system, multivitamins, with nine portfolio brands holding a leading
position in terms of volumes in the reference markets.
Biofarm has over 100 products in its portfolio and covers over 60 therapeutic areas. On eight of these,
Biofarm is the market leader. Biofarm is expanding its presence and currently they are already present in
nine countries: Albania, Azerbaijan, Georgia, Iraq, Kyrgyzstan, Lithuania, Republic of Moldova, Ukraine and
Hungary.
According to the preliminary financial results, Biofarm delivered a performance in 2024 that remained
consistent with the milestones achieved in 2023. The company generated sales revenues of RON 286.77m,
reflecting a moderate increase of 2.31% compared to RON 280.29m in the previous fiscal year. In the same
period, raw material expenses decreased by 1.93% to RON 47.69m, while personnel expenses declined by
1.70% to RON 51.91m.
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
16
As of 31 December 2024, Biofarm’s total assets amounted to RON 554.86m, marking robust growth of
12.36% relative to RON 493.81m at the end of the prior year. Concurrently, total liabilities surged by 28.56%
to RON 76.60m, up from RON 59.40m.
Net profit experienced a slight decline, reaching RON 74.40m as of December 31, 2024, compared to
RON 77.01m at the end of 2023.
Biofarm, presently under stock symbol BIO (ISIN: ROBIOFACNOR9), has been listed on the BVB since
November 19, 1996, currently trading on the Main segment, Premium category. Lion Capital holds a stake
representing 36.75% of Biofarm's share capital as of December 31, 2024.
6. BRD - GROUPE SOCIÉTÉ GÉNÉRALE
Consolidated Results
[
RON
m]
2023
202
4
*
Δ
Net Interest Income
2,725.2
2,911.6
6.8%
Net Fee and Commission Income
750.2
808.8
7.8%
Net Trading Income
340.8
345.4
1.3%
Net Banking Income
3,834.2
4,032.0
5.2%
Operating Expenses
1,895.1
2,023.3
6.8%
Gross Result
1,996.5
1,863.4
-
6.7%
Net Profit
1,655.8
1,523.8
-
8.0%
* preliminary results
For 2024, preliminary financial results published on the Bucharest Stock Exchange (BVB) indicate a mixed
performance for the BRD Group: while net revenues recorded significant growth, profitability declined
compared to the previous year. According to data released on BVB, despite an expansion in banking
activity, higher operating expenses and increased provisions negatively impacted net profit, reflecting the
challenges of a complex economic environment. Revenue growth was driven by positive developments in
key segments, such as an expanding loan portfolio and an increase in retail banking activities. However,
profitability was affected by a disproportionate rise in operating expenses and credit risk provisions,
necessitating higher reserves. According to preliminary reporting, BRD Group recorded a preliminary net
profit of RON 1.52 billion in 2024, marking an 8% decline compared to the previous year. This decrease
occurred despite a 5% increase in net banking income, which reached approximately RON 4 billion. The
revenue increase was supported by higher volumes across all business segments, but profitability was
constrained by rising operating costs and net provisioning allocations.
Operating expenses rose by 6.8%, mainly due to the introduction of a turnover tax, which amounted to
nearly RON129m in 2024. Additionally, BRD recorded a net provisioning allocation of RON 145m,
compared to a provision release of RON 57m in 2023, reflecting a more cautious risk management
approach.
On the commercial front, BRD reported strong performance, with net loans, including leasing receivables,
increasing by 12.8% compared to the end of 2023. The retail segment recorded a historic high in new loans
granted to individuals, totalling RON 7.7bn in 2024, further strengthening the bank’s market position.
BRD - Groupe Société Générale, trading under the stock symbol BRD (ISIN: ROBRDBACNOR2), is listed on
the Bucharest Stock Exchange on the Main segment, Premium category. Lion Capital SA holds a 1.95%
stake in BRD - Groupe Société Générale as of December 31, 2024.
8. OMV PETROM
Consolidated Statements
[RONm]
2021
2022
2023
2024
*
Sales Income
26,011.1
61,344,4
38,808
35,765
Operating Result
3,708.8
12,038.7
7,554
4,855
Financial result
-
310.7
17.1
263
113
Amortization and Depreciation
3,399.4
5,064.3
3,216
4,143
Net Profit
2,864.3
10,300.0
4,030
4,190
* preliminary results
According to the preliminary results published by the company, OMV Petrom recorded a net profit of
RON 4.2bn in 2024, marking a 4% increase compared to the previous year, when it was required to pay the
solidarity contribution on refined crude oil. However, Clean CCS operating result, excluding special items,
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
17
declined by 32% to RON 5.7bn, impacted by lower prices and the negative effect of legislative changes on
the Gas and Power segment, which resulted in a negative performance in Q2 and Q4 2024.
In the Exploration and Production segment, the company reported hydrocarbon production of 109
thousand barrels of oil equivalent per day, exceeding expectations and marking the lowest decline in the
past seven years. This performance was supported by successful well interventions and drilling activities,
which mitigated the natural decline of reserves. However, the operating result was affected by lower
natural gas prices and reduced volumes available for sale.
In the Refining and Marketing segment, OMV Petrom maintained stable performance, with a refining margin
of USD 9.2/barrel, though down 34% from the previous year. The refinery utilization rate stood at 97%,
significantly above the European average, while total sales of refined products increased by 6%, supported
by approximately 4% growth in retail volumes in Romania.
The company continued investing in strategic projects, allocating RON 7.2bn in 2024, with a strong focus
on developing the offshore Neptun Deep project, renewable energy projects, and expanding its electric
vehicle charging network. For 2025, OMV Petrom plans record investments of approximately RON 8bn,
contingent on maintaining a predictable and competitive fiscal and regulatory environment.
Following the preliminary results for the year ended December 31, 2024, the Executive Board of OMV
Petrom S.A. has proposed a base gross dividend of RON 0.0444 per share for the 2024 financial year,
representing a 7.5% increase compared to the previous year. This proposal aligns with the company’s
current dividend policy and will be subject to approval at the Ordinary General Meeting of Shareholders in
April 2025. Additionally, in the second half of 2025, the Executive Board will assess the potential
distribution of a special dividend, depending on financial performance and market conditions.
OMV Petrom SA, trading under the symbol SNP on the BVB (ISIN: ROSNPPACNOR9), is currently listed on
the Main segment, on the Premium category. As of December 31, 2023, Lion Capital holds a 0.57% stake
in the share capital of OMV Petrom.
8. VRANCART
Consolidated Statements
[RONm]
2021
2022
2023
2024
*
Turnover
453.9
607.3
500.3
486
.
9
Operating Profit
12.4
37.7
18.8
-
5
.
2
Financial Result
-
4.6
-
12.0
-
12.2
-
10
.
7
Amortization and Depreciation
35.1
34.9
42.9
48
.
5
Net
Profit
6.34
22.9
5.4
-
17
.
4
* preliminary results
Vrancart operates in the collection and recycling of non-hazardous waste, serving the paper industry for
cardboard, corrugated board, corrugated packaging, and hygienic-sanitary paper. The company maintains
operational facilities in Bucharest, Pantelimon, Chiajna, Călimănești, Sântana de Mureș, Iași, Ploiești,
Sibiu, Brașov, Pitești, Timișoara, Bacău, and Cluj.
The Company has consistently invested in technological modernization and capacity expansion,
implementing efficient waste collection and recycling solutions that have reinforced its leadership
position in the national market and contributed to the development of a sustainable circular economy.
During 2024, despite management’s focused efforts to reduce production costs and operating expenses,
enhance operational efficiency, and improve labor productivity, the Company’s performance was
adversely impacted by a sustained rise in the cost of key raw materials. The acquisition cost of waste for
corrugated paper increased by 35%, while that for hygienic-sanitary paper surged by 41%. Moreover, the
cost of paper purchased from third parties rose by 17%, and wage increases along with elevated utility
costs further eroded profitability.
The Group concluded 2024, on a consolidated basis, with a turnover of RON 486.9 million and a net loss
of RON 17.4 million.
Nonetheless, the Company remains committed to investing in state-of-the-art technologies and
optimizing its production and recycling processes. By diversifying its product portfolio and embracing
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
18
sustainable practices, Vrancart S.A. aims to reverse its financial performance and fortify its strategic
market position, thereby paving the way for robust growth in the years ahead.
The Vrancart Group includes:
Rom Paper SRL (“Branch 1”), established in 2002, is a privately-owned company with Romanian capital,
operating in the production of hygienic-sanitary articles from recycled paper and cellulose, such as: table
napkins, folded towels, toilet paper, professional rolls, cosmetic towels, and boxed napkins. The products
are sold both in Romania and in 6 other countries, through retail chains (hypermarkets, supermarkets,
cash and carry), as well as through distributors, standing out on store shelves with its own brands
“Mototol” and “Papely”, as well as various private labels of its customers. As of December 31, 2024, the
Group owned 100% of the company's equity shares.
Vrancart Recycling SRL (“Branch 2”), established in August 2020, is a privately-owned company with
Romanian capital, with a sole associate. The main activity of this branch is the treatment and disposal of
non-hazardous waste. This company was established with the aim of developing the Group through a
greenfield investment, worth over EUR 25m, in adjacent areas of recycling and thermal and electric energy
production, which will cover a wide variety of recoverable resources that it will market or internally utilize
following the newly created synergies.
Ecorep Group SA (“Branch 3”), established in November 2020, is a privately-owned company with
Romanian capital. The main activity of this branch is to provide services regarding the implementation of
producer extended responsibility obligations for environmental targets related to packaging placed on the
Romanian market. The Group holds 99.6% of the company's shares.
The shares of Vrancart SA are listed on the Bucharest Stock Exchange starting from July 15, 2005, on the
Standard category, having the symbol VNC (ISIN: ROVRJUACNOR7). The company is owned 76.33% by Lion
Capital S.A., 17.35% by Pavăl Holding SRL, and 6.32% by other shareholders.
9. INFINITY CAPITAL INVESTMENTS
2021
2022
2023
2024*
Net Profit
[RON
m
]
37.62
164.81
67.67
122.10
NAV/S
[RON]
4.3953
4.4328
5.8888
7.9198
Dividends
[RON
m
]
25.00
15.00
-
-
* preliminary results
Infinity Capital Investments S.A. (formerly SIF Oltenia SA) is a Romanian private entity incorporated as a
joint-stock company. The Company is classified, in accordance with applicable legal provisions, as a
closed-end Alternative Investment Fund (AIF) for retail investors, in the diversified, self-managed category.
It is authorized by the Financial Supervisory Authority as an alternative investment funds manager (AIFM.)
under Authorization no. 45/15.02.2018, and as an Alternative Investment Fund for Retail Investors
pursuant to Authorization no. 94/08.06.2021.
Infinity Capital Investments’ shares, trading under the ticker symbol INFINITY, are admitted to trading on
the Bucharest Stock Exchange in the Premium category. The Company’s portfolio comprises the following
main categories of financial instruments: equities, fund units, and bank deposits.
As of December 31, 2024, Lion Capital holds a 10.70% stake in the share capital of Infinity Capital
Investments.
10. SAI MUNTENIA INVEST
2021
2022
2023
2024
Total Income
[RON
m
]
53
.
11
30
.
93
50
.
28
48
.
16
Total Expenses
[RON
m
]
10
.
72
11
.
98
13
.
00
25
.
19
Net Profit
[RON
m
]
35
.
86
16
.
07
33
.
26
22
.
98
SAI Muntenia Invest SA was established in 1997 was acquired by Lion Capital in 2013 and operates as an
independent investment management company without any subsidiaries, branches, or offices. As of
December 31, 2024, Lion Capital holds a 99.98% stake in SAI Muntenia Invest’s share capital.
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
19
The Company’s principal activity (NACE Code 6499 – Other financial intermediation not elsewhere
classified) comprises the management of collective investment schemes in securities (UCITS) established
in Romania or another EU Member State, as well as the management of alternative investment funds (AIFs),
in accordance with applicable legislation. SAI Muntenia Invest is authorized by the Financial Supervisory
Authority (ASF) to operate as an Investment Management Company, and its activities are regulated and
supervised by the ASF.
In 2024, SAI Muntenia Invest’s core operations included the management of Longshield Investment Group
S.A., FDI PLUS Invest, and FIA Muntenia Trust. The administration, management of the financial asset
portfolio, and execution of investment transactions on behalf of Longshield Investment Group S.A. were
carried out in compliance with current legal provisions, the management agreement between SAI
Muntenia Invest and Longshield Investment Group S.A., the constitutional documents of Longshield
Investment Group S.A., and the Administration Program approved by its General Meeting of Shareholders.
The open-ended investment fund PLUS Invest operates under Authorization No. A/86/09.04.2014 issued
by the ASF and is registered in the ASF Register under number CSC06FDIR/120092. FDI PLUS Invest aims
to allocate financial resources in such a manner as to protect investors’ capital from the long-term erosion
effects of inflation, while achieving returns superior to those obtainable through individual bank deposits.
In 2024, the Fund was managed on a continuous basis, adhering to its governing documents and all
applicable legal regulations.
FIA Muntenia Trust is classified as an Alternative Investment Fund of the contractual private capital type
(FIAIPCP) targeted at professional investors. Its objective is to identify opportunities offering superior risk-
adjusted returns to drive long-term capital growth. FIA Muntenia Trust was authorized as an FIAIPCP by
ASF Authorization No. 147/13.10.2022 and is registered in the ASF Register under number
CSC09FIAIPCP/400001. The Fund’s mandate is to mobilize the financial resources attracted from its
investors for investment predominantly in the equities and bonds of Romanian companies. It is designed
for professional investors with an above-average risk appetite who endorse and align with the Fund’s
investment policy.
During 2024, SAI Muntenia Invest, whether investing on its own behalf or through the entities under its
management, refrained from investing in derivative financial instruments whether traded on regulated
markets, on organized trading facilities (OTF), or over-the-counter (OTC). The Company did not employ
leverage, collateralized transactions, or asset reuse techniques, nor did it engage in securities financing
transactions (SFTs) or utilize total return swap instruments as defined by EU Regulation 2015/2365.
Workout Portfolio
Within the internal structure for shareholdings management, the workout portfolio consists of companies
undergoing various stages of judicial liquidation, insolvency, or those inactive and susceptible to entering
insolvency proceedings.
As of December 31, 2024, the number of these companies was of 4 (December 2023: 40).
During 2024, four companies were removed from the portfolio due to liquidation, whose value had been
provisioned in previous years, and 32 companies were sold.
As of December 31, 2024, two companies were in bankruptcy/insolvency/dissolution proceedings. These
companies are reflected in the calculated value of the portfolio at zero.
The Company monitors the performance of companies in the workout portfolio without allocating
significant resources. The main activities regarding these companies include: (i) monitoring and recording
significant events occurring within them; (ii) exercising shareholder duties, monitoring the legality and
timeliness of management decisions; (iii) selecting appropriate legal means to protect the interests of the
company in case of potentially illegal OGM resolutions; (iv) drafting and submitting claims/other legal
documents required to be formulated; (v) periodic verification of insolvency files in the Insolvency
Proceedings Bulletin and on the courts' portal and the Trade Registry website; (vi) removal from records
upon companies' deregistration.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
20
Purchases and Sales of Financial Assets in 2024
During 2024, the main acquisitions of financial assets were as follows:
• In domestic markets, totalling RON 169.52m, of which RON 83.37m investments in acquisitions of
securities measured at fair value through other comprehensive income, and RON 85.15m in securities
acquisitions/capital contributions measured at fair value through profit and loss.
The principal asset disposals during 2024 include:
• Sales of shares, measured at fair value through other comprehensive income amounting to RON 0.4m,
and shares measured as assets at fair value through profit and loss amounting to RON 44.74m.
Engagement policy and principles on exercising the voting
rights for the portfolio under the management in 2024
Lion Capital operates in the best interest of its shareholders, pursuing a strategy of active engagement with
the issuers of financial instruments in which it invests, aiming to enhance their long-term value creation
potential and increase risk-adjusted performance for its investors, depending on its influence within
various issuers and the relative volume of investments.
The scope of the engagement policy promoted targets the issuers of financial instruments held in the
Fund’s portfolio with headquarters in the European Union and whose shares are traded on a regulated
market. The purpose of the engagement policy is to establish the rules under which the Fund exercises its
voting rights attached to the financial instruments held in the portfolio and to demonstrate how it
incorporates shareholder engagement into its investment strategy.
In 2024, the Fund acted on several fronts regarding the engagement policy:
a) Monitoring of issuers and corporate events that occurred throughout the year
For each company, financial and non-financial reports, general meetings of shareholders, and the impact
of decisions made were monitored, as well as other significant aspects likely to influence the company's
assets, performance, value, or development. The information gathered and the reports prepared by the
Operations Department employees served as both a basis for decision-making at general meetings of
shareholders and as a basis for internal analyses conducted.
b) Dialogue with issuers
To complement the view of the financial and non-financial position, constant dialogue was maintained
with issuers, especially in the case of companies in which Lion Capital holds significant stakes. Visits were
made to the headquarters of some companies, participation in organized teleconferences took place, and
information was requested, including through written correspondence.
c) Exercise of voting rights
As the main instrument of engagement in the activities of portfolio companies, voting in general meetings
of shareholders was used by Lion Capital in accordance with the Engagement Policy as well as the
objectives and Investment Policy approved by the Board of Directors.
In all cases where the Fund exercised its voting rights, the company's employees analysed and evaluated
each resolution put to the vote, particularly:
▪ the possible effects on the issuer's assets;
▪ how they affect the financial and non-financial performance of the issuer;
▪ how they affect the rights and interests of Lion Capital and other holders of financial instruments;
▪ the impact on social, environmental, and corporate governance factors within the issuers;
▪ possible conflicts of interest generated by the personal interests of the management structures within
the issuers as well as those of other holders of financial instruments, their affiliates/subsidiaries/group
companies.
All voting methods were used, depending on the specific situation: electronic/voting by correspondence,
direct participation of legal representatives, or representation by proxy in general meetings.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
21
In 2024, Lion Capital participated in all general meetings of issuers where the company's voting power is
strategically important, actively involving itself in decisions regarding the approval of financial statements,
revenue and expense budgets, investment programs, as well as all other resolutions proposed and
discussed at the respective general meetings.
Lion Capital supports companies in which it is at least a significant shareholder to include sustainability in
their business strategy, to integrate sustainability-related risks, to consider the negative effects on
sustainability and sustainable investment objectives or on the promotion of environmental or social
characteristics in the decision-making process.
The document outlining in detail the Engagement Policy and Principles Regarding the Exercise of Voting
Rights for the portfolio under Lion Capital’s management is available for consultation on the company's
website, www.lion-capital.ro, under the Corporate Governance section.
Risk Management
Risk management requires assessing available input data and to evaluate them and their compliance with
the risk limits and the overall risk profile embraced. The outcome of monitoring is reflected in periodic
reports issued by the Risk Management Office and submitted to inform the senior management (Board of
Directors and directors).
The individual responsible for risk management analyses investment proposals prepared by the
Investment Managers to ensure that the risks associated with each investment position and their overall
impact on the portfolio align with the investment objectives and risk profile approved by the Board of
Directors.
In 2024, the Board of Directors paid heightened attention to monitoring the evolution of the risks to which
the Company is exposed, by promoting prudent conduct and implementing preventive measures designed
to ensure the mitigation or management of specific risks.
Main Risks for the Fund
The risks identified and assessed through the general risk profile arise from daily activities as well as from
achieving strategic objectives, potentially resulting in capital losses or lower investment performance
relative to the risks assumed, with significant impact on the financial and/or reputational position of the
Company.
The potential financial risks associated with the Fund's investment activities are grouped and generically
defined as “investment risk”, which includes: (i) market risk; (ii) liquidity risk; (iii) credit and counterparty
risk.
In analysing investment risk and its potential materialization, all significant holdings have been structured
according to relevant portfolios of financial instruments into 3 classes of instruments: (i) equity
instruments: listed shares, unlisted shares; (ii) debt instruments: bonds (governmental, municipal,
corporate), bank deposits (placements), units of funds issued by investment funds, (iii) derivative
instruments for risk reduction/coverage/management – a category not represented in the portfolio in 2024.
For the risks associated with each class of mentioned instruments, the rules of identification, assessment,
and monitoring described in the approved specific risk procedures are applied.
a) Market Risk
Market risk represents the risk arising from unfavourable fluctuations in the value or income generated by
held assets, or from variations in exchange rates or interest rates.
From the Company’s perspective, there are four major types of market risk: price/position risk, interest
rate risk, currency risk and concentration risk, evaluated as follows:
● the risk that the fair value of held financial instruments fluctuates due to market price changes—
caused either by factors specific to the issuers’ activities or by factors affecting all traded
instruments. It is assessed using the PROXI-85 portfolio, which serves as a benchmark for price risk
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
22
in the traded equity portfolio and is analysed in comparison with the total risk of the BET-BK index as
an indicator of future volatility.
● the risk that fluctuations in market interest rates are reflected in the fair value or future cash flows of
the portfolio of assets and debt instruments.
● currency risk pertains to the risk affecting financial instruments and assets denominated in euros—
such as equities, loans granted to subsidiaries, as well as monetary instruments including deposits
and current accounts.
● the top three sectors with significant weights in the total asset structure are the banking sector,
investment management, and real estate.
The objective of market risk management is to control and manage market exposures within acceptable
parameters while optimizing returns relative to the associated risks. Regarding the Company’s interest-
bearing financial instruments, the strategy is to invest predominantly in short-term instruments, thereby
partially mitigating both fluctuation risk and maturity mismatch risk (the Company does not have any
liabilities with maturities exceeding one year).
The exposure diversification policy applies to the portfolio structure, the business model structure, and
the structure of exposures to financial risks.
No derivative transactions were conducted during the 2024 financial year.
The Risk Management department continuously monitors market risk, and internal procedures stipulate
that if price risks diverge from the investment policy, the Company’s principles, or its risk profile, a prudent
rebalancing of the portfolio must be undertaken.
b) Liquidity Risk
The Fund maintains an adequate level of liquidity to meet its support obligations, based on an assessment
of the relative liquidity of assets in the market, taking careful consideration of the time needed for
liquidation and the price or value at which the respective assets can be liquidated, as well as their
sensitivity to market risks or other market factors. In the liquidity risk management process, the liquidity of
the portfolio of financial instruments is analysed separately from the liquidity risk associated with payment
obligations.
The liquidity profile of the equity portfolio is largely influenced by the liquidity of the market in which they
are traded; only 11 companies in the portfolio, listed on the BVB, meeting the liquidity criterion regarding
daily transactions.
The liquidity risk associated with the Fund’s payment obligations is low, as current liabilities can be
immediately covered by the balance of current accounts and short-term deposits.
To limit/avoid liquidity risk, the company will consistently adopt a prudent cash outflow policy.
c) Credit Risk
The Fund is exposed to credit and counterparty risk due to investments made in debt instruments issued
by commercial companies, current accounts and bank deposits, and other receivables. Credit risk is
mitigated by placing the cash resources in at least 3 banks, with placements made at the top banks in the
system, with ratings similar or close to the country rating (BBB+ and BB+ as confirmed by rating agencies
in 2024).
Credit risk management is achieved through careful and constant monitoring of credit exposures to ensure
that does not incur losses due to credit concentration in a particular sector or area of activity.
No transactions were conducted with derivative financial instruments (exchange-traded or OTC), so Lion
Capital is not subject to counterparty risk.
d) Operational Risk
The company internally assesses operational risks comprehensively, including those generated by the use
of information and communication technology, and has established a Register of operational risks arising
from the use of information systems by people, processes, systems, and the external environment.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
23
Risk limits for operational risk subcategories (legal, professional, process/model, and associated with
outsourced activities) are set following an assessment of the Key Risk Indicator (KRI), with a medium
appetite for operational risk.
For the year 2024, based on the value of assets under management as of the last working day of the
previous year, Lion Capital was classified by ASF as having a medium risk category for operational risks
generated by information systems. In March 2024, an internal assessment of operational risks generated
by information systems was conducted in accordance with ASF Norm no. 4/2018 for the year 2023.
The Company conducts a comprehensive internal assessment of all operational risks, including those
arising from the use of information and communications technology, and has established an Operational
Risk Register to capture risks generated by the use of IT systems by personnel, processes, systems, and
the external environment.
Operational expenses associated with these risks accounted for 0.001% of NAV, while the approved
operational risk tolerance is set at 1% of NAV within the overall risk profile for a medium risk appetite.
Money laundering and terrorist financing (ML/TF) risk
The company ensures that appropriate measures are taken to identify and assess risks related to money
laundering and terrorist financing, considering risk factors, including those related to customers, countries
or geographic areas, products, services, transactions, or distribution channels, proportionate to the nature
and size of its business activities. ML/TF risk assessment associated with clients is carried out both at the
initiation of a business relationship and subsequently during the transaction if one of the risk factors
changes during it.
For the year 2024, all business partners received a low inherent risk score (0–5 points) and were subject to
simplified customer due diligence measures and routine monitoring of the business relationship. The total
residual risk remaining after applying internal controls to the inherent risk leads to the conclusion that Lion
Capital’s exposure to money laundering/terrorist financing risk is low, within the limits defined by the
overall risk profile and the assumed risk appetite.
e) Other Risks for the Fund
Internal assessment of other types of risks not included in the main categories (market, credit, liquidity,
operational) involves a qualitative assessment based on the impact they could have on the revenues,
expenses, and asset value. Lion Capital takes necessary measures for the sustainability and development
of the company in the existing conditions of the financial market, by monitoring cash flows and ensuring
the adequacy of investment policies.
f) Overall risk profile
During the reporting period, no breaches of risk limits were observed in the overall risk profile, which was
evaluated at a medium-low level for a medium risk appetite.
Types of Risk
Assumed risk level
Evaluated risk level
Market Risk
Mediu
m
Mediu
m
–
Low
Liquidity Risk
Mediu
m
Low
Credit Risk
Mediu
m
Low
Operational Risk
Mediu
m
Mediu
m
–
Low
Sustainability Risk
Mediu
m
Low
Overall Risk Profile
Mediu
m
Mediu
m
-
Low
Risk avoidance and mitigation are ensured by the Company through an investment policy that complies
with the prudential rules imposed by the applicable legal provisions and current regulations.
Through effective risk management—both via pre-investment screening and ex-post monitoring—the
Company ensures that portfolio management remains within the appropriate risk parameters.
Internal Mechanisms Ensuring Exposure Limits Monitoring
Lion Capital has implemented an Internal Regulatory Framework defining the processes for monitoring,
verification, and reporting compliance with investment limits as per Article 35 par. (2) of AIF Law no.
243/2019, approved by the Board of Directors.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
24
Periodic Monitoring and Reporting
Verification and reporting of compliance with investment limits are conducted monthly, along with the
calculation and reporting of the Fund’s assets and liabilities situation to senior management and
operational departments. Upon request from the BCR custodian, the report is also forwarded to them for
double-checking.
Pre-Investment Due Diligence
The person responsible for risk management analyses investment proposals prepared by the Investment
Analysts to ensure that the risks associated with each investment position and their overall impact on the
portfolio align with the approved investment objectives and risk profile by the Board of Directors.
The risk opinion, which includes an analysis of investment proposals and verifies compliance with both the
holding limits specified in Article 35 art. (2) of Law no. 243/2019 and the investment risk limits defined by
the overall risk profile, together with the Investment Memorandum, are the documents based on which
investments are approved according to decision-making and signature competencies within the company.
As of December 31, 2024, the largest individual holding is at Banca Transilvania, accounting for 24.71% of
the total assets, followed by SIF Imobiliare PLC (a 8.82% weight in TA). These holdings jointly represent an
exposure of 35.33% of TA without exceeding the upper limit of 80%.
Throughout the reporting period, Lion Capital’s portfolio of assets has complied with the current legal
provisions regarding permitted investments and holding limits specified by Law no. 243/2019, Law
no. 24/2017, and ASF Regulation no. 3/2016.
Leverage
Through the Simplified Prospectus and the Rules of the Fund, Lion Capital has stipulated that it does not
use substantially (continuously and consistently) the leverage effect, defined as any method by which the
AIFM increases the exposure of an AIF it manages either by loan of cash or securities, or by positions of
derivative financial instruments or by any other means, in the process of portfolio management,
respectively the methods used to increase the portfolio exposure will comply with the average risk profile
assumed.
Throughout 2024, the Company has not used financing operations through financial instruments and has
not invested in Total Return Swap instruments as defined by Regulation (EU) no. 2365/2015. The Fund
cannot make short sales, defined according to the provisions of Regulation (EU) no. 236/2012 aspects of
credit risk swaps, other than for the purpose of hedging (risks).
As of December 31, 2024, the gross leverage ratio stood at 86.53%. Deposits with maturities of less than
three months that were remunerated at an interest rate exceeding that of a three-month government bond
were excluded from total exposure, in accordance with Article 7(a) of EU Regulation 231/2013. Under the
commitment method, the leverage ratio was 100%.
Sustainability Risk
Lion Capital does not currently consider the potential negative effects of investment decisions on
sustainability factors, as described in EU Regulation 2088/2019, for the following reasons: (i) the
requirements imposed on financial market participants, as outlined in the SFDR and supplemented by the
Taxonomy Regulation, cover only environmental aspects and not social, workforce-related, or governance
issues; (ii) data and information regarding issuers or financial products classified as sustainable are
limited and inconsistent; (iii) the complexity of the requirements set forth in the published regulations and
the draft technical standards necessitates additional time to adapt the processes for analysing and
reporting sustainability risks.
The Fund continuously analyses and evaluates portfolio issuers based on ESG criteria, utilizing available
ESG scores and their non-financial reports.
The ESG risk evaluation model for the portfolio has been extended to exposures exceeding RON 10m,
representing 19 equity issuers with a total weight of approximately 80% of total assets under management.
Among these issuers, 4 have received an ESG score from Sustainalytics and 9 have published
Sustainability Reports. The ESG risk rating for the equity portfolio indicates a low risk.
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
25
The qualitative assessment of sustainability risk at the organizational level was based on an analysis of the
impact of asset management activities on the environment, as well as on the measures taken by the
Company to manage social aspects, diversity, and sustainable governance. Consequently, the risk is
assessed as low.
Crisis Simulations
The Risk Management Office carried out a crisis simulation in December 2024 – January 2025, the
methodology of which was approved by the Board of Directors on September 30, 2023, with the reference
date being November 30, 2024.
The methodology for conducting the stress test was based on calibrating stress factors by analysing the
impact of risk factors on the total value of managed assets and on the P&L under two scenarios: historical
and hypothetical.
● Historical Scenario: The international financial crisis of 2007–2009 – During this period,
governments and central banks in the United States and other developed countries took
unprecedented measures to curb the panic in financial markets, including massive liquidity
injections to prevent inflation.
● Hypothetical Scenario: The future evolution of Romania's economy – Significant uncertainties
and risks arise from the prospective conduct of fiscal and revenue policies, considering the fiscal-
budgetary measures that could be implemented from 2025 onward to strengthen the budget.
Labor market conditions and the dynamics of wage growth in the economy also remain sources of
uncertainty and risk.
The investment risk analysed under the aforementioned crisis scenarios indicates that the investment risk
tolerance limit, set at 20% of total assets for a medium risk appetite, is in line with the nature of the
financial instruments portfolio.
The liquidity stress test was performed by combining various shocks, analysing their impact on assets, and
assessing the response of liquidity management to these shocks on the market and investors. Simulations
were conducted for both asset and liability liquidity.
The liquidity crisis simulation on the liabilities side includes scenarios related to known payment
obligations (historical scenarios) as well as the identification of other potential sources of liquidity risk
(hypothetical scenarios).
Regarding liquidity risk, assets that generate immediate liquidity can cover the increase in liquidity
requirements without the need to liquidate other assets.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
26
Human resources
Lion Capital’s personnel, as of December 31, 2024, consists of 30 persons with an employment contract
(47% women, 53% men), of which 20 at headquarters in Arad and 10 at Bucharest branch.
To achieve its strategic objectives, Lion Capital relies on a team of highly specialized professionals with
diverse expertise in the investment sector, supported by dedicated personnel managing operational and
administrative functions. The organizational structure is meticulously designed to ensure an optimal
allocation of human resources, thereby enhancing operational efficiency through a balanced distribution
of competencies and responsibilities. The diversity in gender, age, and educational background among
employees fosters a multidisciplinary approach to decision-making, stimulating innovation and
managerial efficiency. The professionalism and expertise of the teams are critical factors in ensuring
compliance with industry-specific regulations while driving optimal organizational performance.
Workplace Safety and Health. Lion Capital upholds an unwavering commitment to employee safety and
well-being, implementing a rigorous framework of proactive measures to mitigate occupational risks. The
company’s safety policies adhere to the highest industry standards, incorporating strict protection
protocols, regular training sessions, and dedicated resources for the continuous improvement of working
conditions. Personnel responsible for workplace safety and health benefit from ongoing professional
development, acquiring advanced competencies in hazard identification, risk assessment, and preventive
measures implementation. These initiatives reflect the organization’s deep-seated commitment to
employee welfare, as evidenced by its outstanding track record of zero workplace accidents.
Recognizing the direct correlation between health and productivity, Lion Capital integrates comprehensive
well-being initiatives into its human resources strategy to promote work-life balance. By providing
preventive healthcare services that complement the public health system, the organization not only
demonstrates its dedication to employee well-being but also fosters a corporate culture centred on
prevention and individual responsibility.
Investing in employee health yields substantial benefits at both individual and organizational levels,
reducing absenteeism, enhancing motivation, and cultivating a high-performance work environment.
Through these efforts, Lion Capital not only strengthens its reputation as a responsible employer but also
reinforces its standing in the industry by championing a sustainable approach to human capital
management.
Professional Development. To maximize the capabilities of its teams, Lion Capital places significant
emphasis on continuous professional development, tailoring training programs to the specific needs of
each function while aligning them with the evolving regulatory landscape of the investment sector. The
company implements professional development initiatives designed to meet both internal requirements
and legislative developments, ensuring a consistently high level of expertise and regulatory compliance.
These programs include specialized training sessions for key personnel, in line with the regulatory
mandates established by the Financial Supervisory Authority regarding continuous professional
education. In 2024, employees, board members, and executives collectively completed 1,106 hours of
53%
47%
53%
47%
Gender distribution of Lion Capital personnel
the percentages in the graph represent the
weight of
each category on December 31, 2024 (the outer ring),
respectively December 31, 2023 (the inner ring)
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
27
training, with 83% of staff participating in at least one form of professional development, such as seminars,
conferences, or other advanced learning opportunities.
Employment Relations. Labour relations within the company are governed by individual employment
contracts and the collective labour agreement. Until October 24, 2024, the collective labour agreement
registered with the Arad Labor Inspectorate (ITM) under no. 2019/17.08.2022 remained in effect. Following
this date, a newly negotiated collective agreement, registered under no. 2450/25.10.2024 with the Arad
Labor Inspectorate, now regulates employment relations for a two-year period.
Employees are represented in collective labour agreement negotiations by elected representatives in
accordance with legal provisions, as they are not organized under a trade union. In May 2024, elections
were held to appoint employee representatives for a two-year term, resulting in three individuals being
mandated to advocate on behalf of their colleagues. The relationship between management and
employees has remained free of conflicts, demonstrating a constructive and stable work environment.
Employee Performance Evaluation. Individual performance assessment is a cornerstone of the
organization’s human capital strategy, conducted annually to ensure fair recognition of contributions and
to facilitate continuous professional growth. The evaluation process aims to identify strengths and areas
for improvement, providing an optimal framework for skill enhancement.
By delivering clear and constructive feedback, performance evaluations support employees' professional
advancement while fostering a corporate culture built on excellence and achievement. Recognizing
individual strengths enables the organization to acknowledge merit, while addressing developmental
areas creates concrete opportunities for growth. Additionally, this process enhances organizational
efficiency by aligning strategic objectives with employee performance, thereby optimizing overall
productivity.
Performance evaluation generates significant benefits for both employees and the organization. By
ensuring transparent and objective feedback, identifying development opportunities, and refining
operational activities, the process fortifies a corporate culture centred on performance and continuous
progress.
Diversity Policy. Lion Capital’s diversity policy is firmly rooted in the principles of equity and inclusion,
recognizing these elements as fundamental to sustainable corporate development. By fostering a work
environment grounded in mutual respect, collaboration, and high performance, the company ensures
equal opportunities for all employees, regardless of gender, ethnicity, age, or other personal traits. This
approach aligns with Environmental, Social, and Governance (ESG) criteria, with a strong emphasis on
social responsibility.
The company prioritizes the evaluation of candidates and employees based on their skills, abilities, and
experience, ensuring an equitable selection and career development process. This practice not only
reflects a solid business ethic but also underscores Lion Capital’s commitment to inclusion and diversity.
To this end, the company cultivates a workplace free of discrimination, promoting equal opportunities for
professional and personal development within a framework that encourages mutual respect and
collaboration. Leveraging diversity enhances decision-making, fosters innovation, and strengthens
interpersonal relationships, transforming individual differences into a competitive advantage.
By adopting an ethical and proactive stance on diversity, Lion Capital reaffirms its dedication to an
inclusive corporate culture that supports the development of every employee. This approach not only fuels
creativity and innovation but also enhances the organization’s adaptability and long-term
competitiveness. Upholding and promoting diversity solidifies Lion Capital’s reputation as a responsible
and forward-thinking employer, with positive implications for both its performance and sustainability.
Tangible Assets of the Company
Lion Capital owns the premises for the conduct of operational and administrative activities of the company
located in Arad (headquarters). The company also owns real-estate properties in Bucharest. Moreover,
following the withdrawal of the contribution in kind to the share capital of the company Azuga Turism, Lion
Capital owns a land located in the town of Bușteni. The above-mentioned buildings (except for the
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
28
headquarters located in Arad, included in the tangible assets) are accounted pursuant to IFRS as
investment property at fair value, totalling RON 11,913,467 as of December 31, 2024.
As of December 31, 2024, the net book value (accounting value) of tangible assets in the construction
category is of RON 3,687,728. The company carried out the most recent revaluation of tangible assets on
December 31, 2024, in view of harmonizing the accounting and the utility values of the tangible assets
owned.
The company has no issues concerning the ownership of its tangible assets.
Litigations
As documented in the Legal Department records as of December 31, 2024, the Company was involved in
49 litigations pending before the Court. The company had locus standi (active procedural capacity) in 38
litigations, passive procedural capacity in nine litigations, and intervener capacity in two litigations.
In most of the disputes in which the Company is the plaintiff, the object of the disputes is the
annulment/declaration of nullity of some decisions of the general meetings of the shareholders of the
companies in the portfolio or the insolvency procedure of some companies in the portfolio.
Company’s management will continue to make all the efforts to protect the legitimate interests of Lion
Capital and its shareholders in all such litigations, in accordance with the law.
Outlook for 2025
Risk Elements and Influencing Factors for 2025
Global Level:
● The persistence of inflation and the corresponding tightening of monetary policy by central banks.
● Geopolitical tensions and supply chain uncertainties.
● The effects of climate change on various economic sectors.
European Level:
● Risks of economic stagnation in certain member states and regional imbalances.
● Volatility in energy prices driven by geopolitical events.
● Potential adverse impacts of the ECB’s restrictive policies on economic growth.
Domestic Level (Romania):
● Vulnerability to external shocks and the transmission of European economic effects.
● Risks related to implementing structural reforms and adapting to new economic conditions.
● Inflationary pressures affecting purchasing power and investment.
The WEF Global Risks Report 2025 provides an in-depth analysis of global risks pertinent to both the
worldwide and European economic contexts:
● Escalating Geopolitical Tensions: Ongoing conflicts in Ukraine, the Middle East, and Sudan are
disrupting financial markets and global trade, with significant repercussions for both European and
Romanian economies.
● Inflation and Economic Risks: While inflation is no longer the dominant global concern, the risks of
recession and geo-economic confrontations continue to pose significant challenges.
● Societal Polarization and Misinformation: These factors are increasingly influencing the business
environment and undermining economic stability across various regions.
● Climate Change and Economic Impact: The growing incidence of extreme weather events,
environmental pollution, and resource depletion is affecting supply chains and production costs.
Macroeconomic forecasts for Romania suggest a modest recovery in economic activity in 2025. Building
on a real GDP growth of approximately 1.4% in 2024, the recovery is expected to accelerate in 2025,
reaching an estimated growth rate of around 2.5%. This improvement is largely driven by a rebound in
external demand, enhanced financial conditions, and the resilience of private consumption and
investment.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
29
In February this year, the National Bank of Romania revised its inflation forecast for the end of 2025 upward
from 3.5% to 3.8%, citing unanticipated price increases in key components of the consumer basket and a
less favourable evolution of core inflation. This adjustment reflects a stabilization in energy prices, a
moderation in wage increases, and a gradual easing of underlying pressures, although some persistent
strains may remain amid rising disposable incomes.
Romania’s labour market is projected to remain relatively stable, with an estimated unemployment rate of
approximately 5.5% in 2025. Labor market tensions are expected to ease modestly, and while moderate
wage growth continues to support purchasing power, it is anticipated to temper as inflation subsides.
These dynamics contribute to overall economic stability, even as medium-term developments warrant
careful monitoring.
On the external front, Romania is forecast to continue experiencing a current account deficit, projected at
approximately –7.6% of GDP in 2025, compared to –8.3% in 2024. This outcome reflects both a recovery in
exports and a moderation of imports, alongside a significant impact from robust domestic demand that
fuels both consumption and related imports.
In addition to the positive prospects associated with economic recovery, the European Commission’s
Economic Forecast for Romania (published in November 2024) underscores several risks:
● External Uncertainties: A gradual recovery in external demand may be disrupted by geopolitical
developments and shifting international economic conditions.
● Fiscal Challenges: Persistently high deficits and a rising public debt could undermine
macroeconomic stability, potentially necessitating stringent fiscal consolidation measures.
● Labor Market Pressures: Although unemployment remains relatively low, the dynamics of wage
growth and the pressures for further increases must be carefully monitored to prevent additional
inflationary pressures.
According to the report, the Romanian economy is expected to achieve a moderate recovery in 2025, with
GDP growth of approximately 2.5% and a reduction in inflation to around 3.9%. Stability in the labour
market and robust consumer spending are anticipated to underpin this growth. Nonetheless, the
challenges posed by a persistently high budget deficit, rising public debt, and external sector imbalances
necessitate prudent economic management. In summary, while there are promising signs of economic
recovery, significant structural and external risks call for cautious and balanced policy measures.
Sources of information for 2005 outlook:
European Commission - https://economy-finance.ec.europa.eu/economic-surveillance-eu-economies/romania/economic-
forecast-romania_en • National Institute of Statistics – https://insse.ro/cms • National Commission for Strategy and Prognosis-
https://cnp.ro/ • Bucharest Stock Exchange – www.bvb.ro • National Bank of Romania – www.bnr.ro • Bloomberg Platform –
www.bloomberg.com • tradingeconomics.com • www.reuters.com • www.marketwatch.com
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
30
2. THE SHARES ISSUED BY LION CAPITAL
CHARACTERISTICS OF SHARES ISSUED BY
LION CAPITAL
Total number of shares issued (December 31, 2024) 507,510,056
Outstanding shares (December 31, 2024) 505,020,056
Nominal Value RON 0.1000 / share
Type of Shares common, ordinary, registered, dematerialized, indivisible
CFI Code ESVUFR
Trading Market
Regulated spot market of Bucharest Stock
Exchange (BVB or BSE), Premium category, listed since November 1, 1999
Trading Venue (MIC) XBSE
Market Symbol on Bucharest Stock Exchange LION (before May 15, 2023, symbol SIF1)
ISIN Code ROSIFAACNOR2
International Identifier FIGI ID: BBG000BMN2P1
Indices including LION shares BVB Indices: BET-FI • BET-XT • BET-XT-TR • BET-BK • BET-XT-TRN
Shares issued by the Company grant all shareholders equal rights.
Since its establishment, the Company has not issued bonds or other debt instruments.
The shares issued by the Company are freely traded on the regulated market of the Bucharest Stock
Exchange (BVR / BSE), according to the rules established by the market operator, any person could acquire
shares issued by the Company.
Romanian legislation provides certain restrictions on the acquisition of shares issued by the Company, as
follows:
▪ The company is authorized as an alternative investment funds manager (AIFM), being affected by the
provisions of Regulation no. 3/2016 on the applicable criteria and the procedure for the prudential
assessment of acquisitions and increase of shareholdings held in entities regulated by the Financial
Supervisory Authority, applicable to potential acquirers and significant shareholders within the
alternative investment funds managers.
▪ According to the Regulation, the acquisition of qualified participations in the company is subject to the
approval of the Financial Supervisory Authority. For the purposes of the regulations, qualified
participation means a direct or indirect holding of voting rights or capital of the Company, which
represents at least 10% of them or which allows the exercise of a significant influence over the
management of the Company.
▪ For the purposes of the Regulation, a potential acquirer is considered to have a significant influence when
his holdings, although below the 10% threshold, allow it to exercise significant influence over the
management of the Company, such as having a representative in the board of directors. Holdings of less
than 10% are subject to approval requirements, from case to case, depending on the ownership structure
of the regulated entity and specific involvement of the acquirer in its management.
▪ The Company’s shares are listed on the regulated market on the Bucharest Stock Exchange and are
applicable the provisions of Law no. 24/2017 on issuers of financial instruments and market operations
in the matter of the obligation to carry out a mandatory public takeover bid, in case of reaching the
threshold of 33% of the voting rights.
A As of December 31, 2024, Lion Capital had a total of 5,735,101 shareholders, according to data reported
by Depozitarul Central S.A. Bucharest, the entity responsible for maintaining the shareholder registry. The
990,000 treasury shares held at the end of 2023 were transferred on March 14, 2024, to the beneficiaries
of the Stock Option Plan. Further details regarding the completion of the Stock Option Plan were disclosed
in the current report issued on March 15, 2024. Following acquisitions carried out under the public tender
offer conducted between September 25 and October 8, 2024, the company held, as of December 31, 2024,
a total of 2,490,000 treasury shares, representing 0.4906% of the share capital. Additional details can be
found in Chapter 5 – Other Significant Information of this report.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
31
Dividend Policy
In accordance with the dividend policy declared and published in the Fund's operating documents, Lion
Capital aims to maintain a balance between shareholder remuneration through dividends and the need for
funding new investments from retained earnings. The strategy of maintaining this balance seeks to
enhance long-term investment attractiveness for LION stock while preserving investment potential,
ensuring sustainable long-term profitability for the benefit of creating shareholder value.
The dividend distribution rate from net profit and the dividend per share value are approved by the General
Shareholders' Meeting (GSM) and consider the sustainability of the measure, the economic context, and
current market yields.
The method of remunerating Lion Capital shareholders is applied for their benefit through the dividend
distribution policy, as well as through the decision to reinvest profits or share buyback, with the stated aim
of increasing share value. Lion Capital shareholder remuneration can be carried out transparently, fairly,
and financially efficiently and fiscally, following any of the decided options: cash dividend distribution,
profit reinvestment in hopes of increasing share value by at least the amount of the undistributed dividend,
or share buyback programs approved by the GSM.
The Ordinary General Meeting of Shareholders held on April 29, 2024, approved the allocation of the net
profit for the financial year 2023, amounting to RON 417.255.132, to Other reserves, as own funding
sources, without distributing dividends.
As of the date of this report, the dividends for the financial year 2021, approved by the resolution of the
OGM no. 4 of April 28, 2022, are currently being paid out. Information regarding dividend payments is
available on the company's website, www.lion-capital.ro, under the section Investor Relations • LION
Stock • Resolutions of the General Meetings of Shareholders on the Profit Allocation.
DIVIDEND DISTRIBUTION FROM THE NET PROFIT OF THE COMPANY FOR THE LAST FOUR FINANCIAL YEARS
Financial Year for Which the Distribution Was Made
2020* 2021 2022* 2023*
Net Profit (RONm)
92.12
387
95.47
417
.
26
Total Number of Shares
515
,
422
,
363
515
,
422
,
363
507
,
510
,
056
507
,
510
,
056
Gross DPS (RON)
*
0.06
*
*
Gross Dividend Payable (RONm)
30.45
Net Dividend Payable (RONm)
29.24
Paid Dividends **
66.
43
%
* FY with no dividend distribution as per GMS decisions of April 26, 2021, April 27, 2023, and April 29, 2024
** percentage of amounts paid as of December 31, 2024, of total net dividend payable
SHAREHOLDERS STRUCTURE
as per holdings as of December 31, 2024
■
39.
1
0%
Romanian individuals
(5,732,824 shareholders)
■ 45.09%
Romanian legal entities
(102 shareholders)
5,735,
1
0
1
shareholders
■
1.30%
non-resident individuals
(2,160 shareholders)
■ 14.02%
non-resident legal entities
(14 shareholders)
■ 0.49%
Lion Capital treasury shares
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
32
LION
(SIF1)
STOCK ON BVB/BSE
2021
2022
2023
202
4
Price (RON, closing price)
Low
2.1700
2.1000
2.3400
2
.50
00
High
2.8300
2.5600
2.6800
2.
99
00
Year end
2.5400
2.4300
2.5900
2.
85
00
Net Profit per Share (RON)
0.754
0.1881
0.8222
0
.
3192
PER
3.36
12.92
3.15
8.93
NAV/S (RON)
6.7170
6.3817
8.0847
9
.
0838
Dividend (RON/share)
0.06
-
-
*
Market Capitalization** (RONm)
1,309.17
1.233.25
1.314.45
1.
446
.4
0
* as per the decision of GMS of April 2025
** calculated using the closing price of the last trading session of the year for all issued shares
Bucharest Stock Exchange (BVB) indices including LION stock:
BET-FI • BET-BK • BET-XT • BET-XT-TR • BET-XT-TRN
BET-FI (BUCHAREST EXCHANGE TRADING – INVESTMENT FUNDS) is the first sectoral index of the BVB and
reflects the overall trend of prices of financial investment funds (formerly SIFs and Fondul Proprietatea)
traded on the regulated market of the BVB. The variation of the BET-FI index in 2024: +4.63%. Weight of
LION in BET-FI: 20.91% (December 2024).
BET-BK (BUCHAREST EXCHANGE TRADING BENCHMARK INDEX) is a price index weighted by the free-float
capitalization of the most liquid companies listed on the regulated market of the BVB, which can be used
as a benchmark by fund managers, as well as other institutional investors, with the calculation
methodology reflecting legal requirements and investment limits of the funds. The variation of the BET-BK
index in 2024: +9.53%. Weight of LION in BET-BK: 1.73% (December 2024).
BET-XT (BUCHAREST EXCHANGE TRADING EXTENDED INDEX) is a blue-chip index and reflects the
evolution of prices of the most liquid 25 companies traded on the regulated market segment, including
SIFs, with the maximum weight of a symbol in the index being 15%. The variation of the BET-XT index in
2024: +10.02%. Weight of LION in BET-XT: 2.11% (December 2024).
BET-XT-TR (BUCHAREST EXCHANGE TRADING EXTENDED TOTAL RETURN) is the total return version of
the BET-XT index, reflecting both the evolution of prices of the component companies and the dividends
offered by them. The variation of the BET-XT-TR index in 2024: +16.81%. Weight of LION in BET-XT-TR: 2.11%
(December 2024).
BET-XT-TRN (BUCHAREST EXCHANGE TRADING EXTENDED NET TOTAL RETURN) is the net total return
version of the BET-XT index. The BET-XT-TRN index reflects both the evolution of prices of the component
companies and the reinvestment of net dividends offered by them. The variation of the BET-XT-TRN index
in 2024: +16.22%. Weight of LION in BET-XT-TRN: 2.11% (December 2024).
Until May 10, 2023, the stock symbol for the shares issued by the Company was SIF1, and starting from the
session of May 15, 2023, following the change of the company's name, Lion Capital S.A. shares are traded
under the stock symbol LION.
The liquidity of Lion Capital stock decreased on the regular market in the last quarter of 2024, and for the
whole year, it was much lower compared to 2023. In 2024, a total of 7,573,262 shares were traded,
representing 1.5% of the total issued shares, with the total value of the traded shares being of
RON 20,772,955 (vs. RON 10,869,868 in 2023). On the DEAL and POF markets, transactions were
conducted with 32,980,893 shares, with a total value of RON 87,619,227.
Out of the 250 trading days in 2024, 104 days had positive variations (maximum +7.51% on August 29), and
101 days had negative variations (minimum -6.30% on August 28).
The highest closing price at which the LION stock was traded in 2024 was of RON 2.9900 per share, in the
session of March 22, and the lowest closing price was of RON 2.5000 per share, in the session of
February 14, with the trading range between the highest and the lowest of the period being 19.6%. The
weighted average price for the period was of RON 2.7429 per share.
LION stock price rose +9.19% YtD, while the BET-BK index increased by +9.53% and the BET-FI index by
4.63% in 2024.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
33
As of December 31, 2024, the market capitalization for LION stock was of RON 1,446.403m (for all shares
in issue) and calculated for the outstanding shares it was of RON 1,439.37m (calculated using the closing
price from the last trading session of the year).
LION PRICE AND VOLUME IN 2024
--
LION vs. BET-FI IN 2024
112,268
596,495
90,361
165,478
58,121
153,933
130,464
624,888
79,575
64,832
15,045
RON 2.6100
RON 2.5500
RON 2.9900
RON 2.8000
RON 2.5300
RON 2.8000
RON 2.8300
RON 2.6500
RON 2.8500
0
100,000
200,000
300,000
400,000
500,000
600,000
0.0000
1.0000
2.0000
3.0000
January February March April May June July August September October November December
volume
price LION stock (RON)
volume
LION
59,276.07
56,331.90
58,767.53
61,916.30
57,397.74
62,020.49
RON 2.6100
RON 2.6400
RON 2.9900
RON 2.9600
RON 2.8000
RON 2.5300
RON 2.8300
RON 2.9500
RON 2.6500
RON 2.8500
2.0500
2.2300
2.4100
2.5900
2.7700
2.9500
50,000
52,000
54,000
56,000
58,000
60,000
62,000
64,000
66,000
January February March April May June July August September October November December
LION (RON)
BET-FI (points)
BET-FI LION
highlighted values were recorded at the closing of trading day
highlighted values were
recorded at the closing of trading day
+4.6%
+
9.2
%
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
34
3. CORPORATE GOVERNANCE
Corporate governance stands for a set of principles and mechanisms through which a company's
management exercises their leadership and control prerogatives, aiming to achieve the desired objectives
by implementing the adopted strategy, always maintaining proper conduct towards shareholders,
investors, management, employees, partners, and authorities.
In accordance with the best practices of corporate governance, Lion Capital's management is conducted
in an atmosphere of openness, based on honest dialogue between the executive management and the
board of directors, as well as within each of these bodies. The administrators (viz. members of the Board),
the (executive) directors, and the employees of the Fund have assumed the duty to demonstrate diligence,
responsibility, and loyalty to the company, making decisions in its interest and for its value growth,
considering the legitimate interests of all stakeholders.
Lion Capital attaches major importance to responsible and transparent management, aiming for accurate
information and maintaining the trust of stakeholders. Thus, the Fund applies the principles defined in the
Corporate Governance Code of the Bucharest Stock Exchange.
To maintain its competitiveness in an extremely dynamic environment, Lion Capital develops and adapts
its corporate governance practices to conform to new requirements and capitalize on new opportunities.
Lion Capital's Corporate Governance Regulation can be consulted on the Company's website, www.lion-
capital.ro • Corporate Governance • Reference Documents.
In accordance with the Corporate Governance Code of the Bucharest Stock Exchange (“the Code”)
applicable, Lion Capital annually assesses the degree of compliance with the provisions of the Code.
The level of implementation as of December 31, 2024, of the principles and recommendations from the
Code is presented in Annex 3 to this report, a document that will be published on the Company's website,
www.lion-capital.ro.
Through Regulation no. 2/2016, with subsequent amendments and completions, the Financial Supervisory
Authority (ASF) regulated the unified normative framework for the application of corporate governance
principles to entities authorized, regulated, and supervised by ASF, a regulation that applies starting from
January 1, 2017. Lion Capital’s statement on the application of corporate governance principles in 2024 is
presented in Annex 4 to this report.
The General Meeting of Shareholders (GMS)
The General Meeting of Shareholders (GMS) is the supreme governing body of Lion Capital.
The General Meeting of Shareholders can be Ordinary or Extraordinary. In accordance with the provisions
of the Company's Articles of Association and the applicable legislation, the General Meetings of
Shareholders have a series of main competencies. The Articles of Association of the Company detail the
competencies of the GMS, and the document is available on the company's website, www.lion-capital.ro,
in the section dedicated to corporate governance.
The Ordinary General Meeting is convened at least once a year within four months of the end of the financial
year. The Extraordinary General Meeting will be convened whenever necessary.
Decisions of the general assembly can be taken by open vote or secret ballot. Secret ballot is mandatory
in the following situations: the election of the Board of Directors, appointment of the financial auditor,
revocation of the Board of Directors, revocation of the financial auditor, and for decisions regarding the
liability of the directors (viz. members of the Board of Directors). Decisions taken by the GMS within the
limits of the law and the company’s Articles of Association are binding even for shareholders who did not
attend the meeting or voted against.
The General Meeting of Shareholders is chaired by the Chairman of the Board of Directors, and in his
absence, by the Vice-Chairman. The proceedings of the meetings are recorded by the secretariat elected
by the GMS, and the minutes of the GMS are entered into a special register.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
35
Details regarding the procedure for conducting the GMS are presented in the Convening Notice of each
GMS meeting, on the Company’s website in the section Investor Relations - General Meetings of
Shareholders. Also, the section hosts information regarding GMS and the adopted resolutions.
Management Structure
In accordance with the provisions of the Articles of Association, Lion Capital is governed under a unitary
system, which is able to ensure efficient operation of the Company, in line with the objectives of good
corporate governance and protection of the legitimate interests of its shareholders.
The Board of Directors
Lion Capital is managed (administered) by a Board of Directors composed of 5 members, elected by the
general meeting of shareholders for an office of four years, with the possibility of re-election.
The Board of Directors has decision-making powers regarding the administration of the Company between
the general meetings of shareholders, except for decisions exclusively provided for the general meeting by
law or the Articles of Association. The responsibilities of the Board of Directors are detailed in the
Corporate Governance Regulation, a document published on the company’s website.
The Board of Directors elects a Chairman and a Vice-Chairman from among its members. According to the
Articles of Association, the president also holds the position of Chief Executive Officer (CEO) of the
Company.
Members of the Board of Directors must cumulatively meet the general conditions provided for in the
Articles of Association, Law no. 31/1990 regarding trading companies, supplemented by those established
by Law no. 74/2015, Law no. 24/2017, and the regulations of the Financial Supervisory Authority (ASF).
Members of the Board of Directors are authorized in this capacity by ASF after being elected by the general
meeting of shareholders.
The Board of Directors may establish advisory committees composed of its members, tasked with
conducting investigations and making recommendations to the board.
The current term of office for the members of the Board of Directors is of four years, starting from April 25,
2021, until April 25, 2025.
On September 23, 2024, the company registered the resignation of Mr. Radu-Răzvan Străuț from all
positions he held within Lion Capital S.A., effective as of September 30, 2024. From this date of
September 30, 2024, Mr. Radu-Răzvan Străuț’s mandate as a member of the board of directors and
implicitly his position as Vice-Chairman and Deputy CEO will terminate ipso jure.
The OGM of October 31, 2024, approved the election of the company’s Board of Directors members for a
four-year term, from April 26, 2025, to April 26, 2029, with the stipulation that those elected as members
of the Board of Directors will exercise their duties only after the Financial Supervisory Authority issues an
authorisation/approval decision, in accordance with applicable legal provisions, namely the following:
1. Drăgoi, Bogdan-Alexandru, Romanian citizen, having the identification data available at the company,
with the votes “for” of the shareholders representing 79.79%% of the votes cast;
2. El Lakis, Rachid, Romanian citizen, having the identification data available at the company, with the
votes “for” of the shareholders representing 99.12% of the votes cast;
3. Pfister, Marcel Heinz, Swiss citizen, having the identification data available at the company, with the
votes “for” of the shareholders representing 79.88% of the votes cast;
4. Marica, Sorin, Romanian citizen, having the identification data available at the company, with the votes
“for” of the shareholders representing 79.79% of the votes cast.
At its meeting on November 28, 2024, the Board of Directors of Lion Capital approved the appointment of
Mr Rachid El Lakis as Interim Director and Vice-Chairman of the Board of Directors of Lion Capital S.A.,
and Mr El Lakis’ mandate is to be effective only after receiving the authorization from the Financial
Supervisory Authority for this position.
As of December 31, 2024, the structure of the Board of Directors and the professional qualifications of its
members are as follows:
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
36
Bogdan-Alexandru DRĂGOI, Chairman of the Board of Directors
Date of first election: March 3, 2015
Graduate of Tufts University, Fletcher, Boston, Massachusetts, USA, with specializations in International
Relations and Economics
Sorin MARICA, non-executive administrator, member of the Audit Committee, Chairman of Nomination
and Remuneration Committee
Date of first election: April 20, 2017
Graduate of the Faculty of Finance, Banks and Stock Exchanges within the Academy of Economic Studies,
Bucharest
Marcel Heinz PFISTER, independent, non-executive administrator, Chairman of the Audit Committee,
Member of Nomination and Remuneration Committee;
Date of first election: April 20, 2017
Bachelor of Economics (ODEC) at the College of Higher Vocational Education and Training in Business
Administration, Zurich, Switzerland
Ionel-Marian CIUCIOI, non-executive administrator, Member of the Audit Committee, Member of
Nomination and Remuneration
Date of first election: April 26, 2018 (after previously, on July 14, 2015, he was appointed provisional
administrator by the Board of Directors - ASF approval on September 16, 2015)
Graduate of the Faculty of International Economic Relations within the Bucharest Academy of Economic
Studies
The resumes of the members of the Board of Directors, including information on their professional career
and current positions held in other companies, are available on the company's website, www.lion-
capital.ro, in the About Lion Capital • Leadership section.
The Board of Directors is supported in its activity by a Secretary of the Board, who has the necessary
experience and professional training, participates in the meetings of the Board and is responsible for
ensuring the efficient functioning of the Board and the Committees operating within it. Secretary’s role
consists in supporting the Chairman and the other members of the Board of Directors, both at group level
and individually, and in ensuring compliance by the Board of Directors with internal regulations, ensuring
compliance with corporate governance regulations, as well as with laws and regulations relevant to the
Company's activity. The secretary is also responsible for ensuring effective communication between the
Board and the Audit Committee, respectively the Nomination and Remuneration Committee, between the
directors and the Board. In 2024, the position of secretary of the board of directors was held by Mr. Daniel
Gavrilă.
Activity of the Board of Directors:
The company was under the management of a Board of Directors composed of 5 members between
January 1, 2024, and September 30, 2024.
The composition of the Board of Directors was as follows:
▪ Bogdan-Alexandru Drăgoi – Chairman of the Board
▪ Radu Razvan Străuț – Vice-Chairman of the Board
▪ Sorin Marica – non-executive administrator
▪ Marcel Heinz Pfister – non-executive administrator
▪ Ionel-Marian Ciucioi – non-executive administrator
The company was under the management of a Board of Directors composed of 4 members between
October 1, 2024, and December 31, 2024.
The composition of the Board of Directors was as follows:
▪ Bogdan-Alexandru Drăgoi – Chairman of the Board
▪ Sorin Marica – non-executive administrator
▪ Marcel Heinz Pfister – non-executive administrator
▪ Ionel-Marian Ciucioi – non-executive administrator
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In 2024, the Board of Directors of Lion Capital met 39 times, in accordance with the statutory provisions.
The convening of the members of the Board of Directors was carried out according to the Procedure
regarding the convening and holding of meetings of the Board of Directors of Lion Capital.
The presence of the members of the Board of Directors at the meetings convened during 2024 was in
accordance with the legal provisions.
The meetings of the Board of Directors were chaired by Mr. Bogdan-Alexandru Drăgoi, the Chairman of the
Board of Directors.
As a result of the meetings of the Board of Directors, a number of 116 management decisions regarding the
company's current activity were issued. All decisions were taken with the “for” vote of the majority of those
present.
Of the 116 Decisions of the Board of Directors issued during the analysed period:
▪ 72 were decisions with a well-defined objective of the necessity of fulfilment;
▪ 44 were decisions approving procedures, mandatory reports and activity reports, of which:
● 14 decisions approving internal regulations and some work procedures;
● 30 decisions for the approval of the mandatory annual, half-yearly and quarterly periodic reports
sent to the ASF, BVB, MFP and for the approval of the activity reports of the administrators,
departments, directions and compartments.
From the analysis of how the 116 decisions taken by the Board of Directors were fulfilled, it follows that
they have been fully implemented or are in the process of being implemented.
Advisory Committees Within the Board of Directors
The Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its responsibilities in the areas of financial
reporting, internal control, and risk management, supporting the board in monitoring the credibility and
integrity of the financial information provided by the Company, especially through reviewing the relevance
and consistency of the accounting standards applied by it. The Audit Committee’s duties are detailed
within the Company's Internal Regulations.
The Audit Committee is composed of at least three non-executive members of the Board of Directors. The
chairman of the committee is an independent non-executive member. At least one member of the audit
committee must have expertise in accounting or auditing.
In 2024, the Audit Committee had the following composition: Mr. Marcel PFISTER - Chairman of the
committee, Mr. Sorin MARICA - member, and Mr. Ionel Marian CIUCIOI - member.
The members of the Audit Committee have the appropriate experience for their specific duties within this
committee.
In 2024, the Audit Committee met nine times. These meetings were dedicated to monitoring the financial
reporting process, viz. the annual financial statements prepared in accordance with International
Financial Reporting Standards (IFRS) approved by ASF Norm no. 39/2015, and the consolidated financial
statements; monitoring the condensed quarterly and half-yearly standalone interim financial statements;
monitoring the half-yearly condensed consolidated interim financial statements for 1H 2024; preparing the
activity report of the Audit Committee for the year 2023; analysing and approving the assessment of the
internal control system; the control program of the Compliance Office for 2024, risk management
department activity plan for 2024; monitoring the internal auditor’s activity.
The report on the Audit Committee’s activity in 2023, accompanied by the Evaluation of the risk
management and internal control system for 2023, was submitted to the Financial Supervisory Authority
on June 28, 2024, complying with the regulated content, and filing deadline requirements.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee (NRC) assists the board of directors in fulfilling its
responsibilities regarding the nomination of candidates for leadership positions, their evaluation, and the
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formulation of proposals regarding remuneration. Additionally, NRC recommends to the Board of
Directors the appointment or dismissal of key personnel and control staff within the Company, their
remuneration levels, rights, and duties, and also participates in the development and revision of
remuneration policies applicable at the Company level. The duties of NRC are detailed within the
Company's Internal Regulations and are also presented in the Company's Corporate Governance
Regulation, available for consultation on the website, www.lion-capital.ro, in the Corporate Governance
section.
According to current regulations, the Nomination and Remuneration Committee consists of at least two
members elected from among the non-executive directors, complying to the independence condition
provided by trading company law. Membership in the Committee does not preclude members from
participating in the activities of other committees within the board of directors. The Committee meets
periodically, at least twice a year, as well as exceptionally, if necessary.
In 2023, the Nomination and Remuneration Committee had the following composition: Sorin MARICA -
Chairman of the committee, Marcel PFISTER - member, and Ionel-Marian CIUCIOI - member.
During the year 2024, the Nomination and Remuneration Committee convened fourteen times, with
meetings primarily focused on the following topics: the periodic assessment of the suitability of the
management structure members and key function holders; the preliminary assessment of the individual
appointed as director prior to submission for approval by the Financial Supervisory Authority; the
evaluation of the proposed candidate for the key position of Compliance Officer; the preliminary
assessment of the individual appointed as interim board member before submission for approval by the
Financial Supervisory Authority; the collective suitability assessment of the management structure - Board
of Directors; the review of remuneration for Board members, executives, and committee members within
the Board, with proposals submitted to the General Meeting of Shareholders; the analysis and
recommendation regarding the initiation of an equity-based compensation plan; verification of conditions
for the transfer of shares under the stock-based payment program approved in 2023; the performance
evaluation of the executive management for 2024; and the review and recommendation for awarding
variable compensation to employees and executives based on the achievement of 2024 objectives.
The Activity Report of the Nomination and Remuneration Committee for the year 2024 is presented in
Annex 5 to this report.
Executive Management
The executive management of the Company is performed by (Executive) Directors appointed by the Board
of Directors, in accordance with the provisions of the Company's Articles of Association and the applicable
regulations in force, so that the everyday management of the Company is provided, at all times, by at least
two persons.
The Directors must meet the conditions provided by the regulations issued by the Financial Supervisory
Authority applicable to the Company and are authorized in this function by the Authority.
In accordance with the provisions of Law no. 31/1990, the Board of Directors delegated part of its powers,
within the limits established by law, the Articles of Association, and the decisions of the Board of Directors,
less the powers reserved by law and/or the Articles of Association to the general meeting of shareholders
and the Board of Directors.
The directors’ responsibilities and duties are established by the Board of Directors and are detailed in the
Company’s Internal Regulations and in the Corporate Governance Regulation, documents published on
company's website.
The composition of the executive management as of December 31, 2024:
Bogdan-Alexandru DRĂGOI, Chief Executive Officer (since July 14, 2015)
Florin-Daniel GAVRILĂ, Director (appointed by the Board of Directors on November 15, 2023, authorized
by ASF on March 22, 2024, Bachelor of Economics at the Faculty of Economics and Business
Administration of the University of Craiova
Bachelor of Economics
Laurențiu RIVIȘ, Director (appointed by the Board to the executive management of the company on
November 27, 2015, receiving on February 27, 2016, the ASF approval as director of SIF Banat-Crișana), an
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
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re-authorized on December 29, 2023, graduate of the Faculty of Law of the Western University “Vasile
Goldiș” Arad, Romania.
The resumes of the executive directors, including information on their professional career and current
positions held in other companies, are available on the company's website, www.lion-capital.ro, in the
About Lion Capital • Leadership section.
Participation of administrators and executives in the share capital of Lion Capital
Name Position
LION
shares
held as of December 31,
202
4
No. of shares
%
of share capital
Bogdan
-
Alexandru DRĂGOI
Chairman
–
CEO
2,665,133
0.5251
%
Sorin MARICA
Non
-
executive administrator
-
-
Marcel PFISTER
Non
-
executive administrator
48
,
309
0
.
0095%
Ionel
-
Marian CIUCIOI
Non
-
executive administrator
48
,
309
0
.
0095%
Florin
-
Daniel GAVRILĂ
Director
10,000
0.0019%
Laurențiu RIVIȘ
Director
55
,
848
0
.
0110%
Pursuant to the provisions of Article II of ASF Regulation no. 20/2021, under which regulated entities were
required to submit to the Financial Supervisory Authority (ASF) the documentation provided for in Article
30(1) of the ASF Regulation no. 1/2019 - necessary for verifying compliance with the individual suitability
requirements for persons appointed to executive management prior to 1 January 2016 - ASF issued
Authorization no. 163/29.12.2023, thereby authorizing Mr Laurențiu Riviș as director of Lion Capital S.A.,
for a term valid until February 24, 2026.
In the meeting held on November 15, 2023, the Board of Directors of the company approved the delegation
of management to Mr Florin-Daniel Gavrilă, as Director, in accordance with the provisions of Art. 143 of
Law no. 31/1990, within the limits of the responsibilities and competencies provided by Lion Capital's
Internal Regulations and the decision-making and signing authorities approved by the Board of Directors,
as well as in accordance with the new Organizational Chart of the company, approved in the same meeting
of the Board of Directors.
At the same time, the signing of a delegation of powers contract (mandate) with Mr. Florin-Daniel Gavrilă
was approved, for a term of four years, starting from November 15, 2023, and valid until November 15,
2027. The specific duties of the new director’s mandate were to be exercised by Mr Florin-Daniel Gavrilă
only after obtaining the approval decision issued by the Financial Supervisory Authority. By authorization
no. 34/March 22, 2024, ASF approved Lion Capital's request to authorize the significant changes that
formed the basis for the company's authorization, following the appointment of M. Florin-Daniel Gavrilă as
Director.
According to the information held by the Company, there are no known agreements, understandings, or
family ties between the respective person and another person due to which the respective person was
appointed to this position.
In the past five years, members of the Board of Directors and executive management have not been
involved in litigation or administrative procedures regarding their activities within Lion Capital.
Description of the Main Elements of the Internal
Control Systems and Risk Management
Risk Management
Lion Capital implements its Significant Risk Management Policy and Standard Operating Procedures for the
identification, assessment, measurement, and control of risks - documents approved by the Company’s
Board of Directors.
The Board approves the Fund’s risk appetite and risk tolerance limits and, together with the Executive
Management, ensures their enforcement throughout Lion Capital by employing appropriate techniques,
instruments, and mechanisms.
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The efficacy of Lion Capital’s risk management framework is evaluated by the Board at least semi-annually
based on risk reports and in accordance with established policies, procedures, and controls.
The dedicated Risk Management function plays a pivotal role in defining the risk policy, as well as in
monitoring and measuring risks, thereby ensuring that the level of risk remains aligned with the Fund’s risk
profile as adopted by the Board. The individual responsible for risk management has access to all relevant
information and provides senior management with up-to-date data to facilitate prompt remedial actions
when necessary. Ms. Adina Eleonora Hodăjeu has been holding the position of Risk Management Officer
since March 9, 2018 (ASF register number: PFR13.2FARA/020053).
The performance of the risk management function is periodically audited by both internal and external audit
teams.
The Company’s governance structure, through the Board of Directors and the Audit Committee, periodically
approves and reviews both the risk strategy and the Significant Risk Management Policy.
The Significant Risk Management Strategy is underpinned by risk management objectives and focuses on
three key parameters: risk appetite, risk profile, and risk tolerance. Lion Capital’s Board of Directors has
adopted a medium risk appetite.
This objective reflects the understanding that, under adverse economic conditions, the Fund will objectively
accept a higher level of risk stemming from its existing portfolio exposures while taking all necessary
measures to reduce the risk appetite for future exposures.
For 2024, the Risk Management department’s objective is to proactively manage risks by:
● Identifying prospective risk-generating events related to the administration of Lion Capital’s portfolio, as
well as the secondary risks arising therefrom, in order to enhance responsiveness to events beyond the
Company’s control;
● Proactively managing risk through continuous monitoring of risk systems and processes;
● Conducting periodic risk reviews to update the current risk profile and identify new risks affecting the
Company;
● Regularly testing and remedying vulnerabilities to eliminate corresponding threats;
● Implementing specific legal and regulatory requirements (both local and EU directives/regulations)
pertinent to the AFIA/AIF activities, and adapting operational procedures to new regulatory standards.
The Action Plan to ensure the continuity of risk management operations for 2024 was approved by the Board
of Directors in January 2024.
Risk Profile and Risk Limits
The risk appetite indicates the level of risk the Fund is willing to assume, encompassing two components:
(i) the risk associated with existing exposures and (ii) the risk associated with future exposures.
In August 2024, the Board approved maintaining a medium risk appetite for the next 12 months.
Risk Limits and Overall Risk Profile
The Risk Management Policy is underpinned by a system of limits used for monitoring and controlling
significant risks, in line with the approved risk profile and investment strategy. At the Fund’s portfolio level,
risk limits encompass market risk, liquidity risk, credit and counterparty risk, as well as operational and other
types of risk - all evaluated through the risk profile.
The risk profile is assessed quarterly in periodic risk reports and monitored against predetermined risk level
objectives. Depending on the evolution of the risk profile relative to these objectives, as well as the duration
of any deviation (e.g., the period during which risk exceeds a certain level), the Company may implement
corrective measures or controls over risk factors. The risk profile captures the cumulative impact of the entire
portfolio of risks.
In August 2024, the Board of Directors approved maintaining the Company’s overall risk classification at a
MEDIUM level for the next 12 months (until the next annual evaluation), provided that periodic monitoring
does not indicate a need for adjustments.
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Compliance Verification Function
Lion Capital establishes and permanently maintains a dedicated compliance verification function that
operates independently of other activities. The Compliance Office reports to the Board of Directors and
has the following main responsibilities:
▪ to regularly monitor and evaluate the effectiveness and proper implementation of established control
measures and procedures, as well as actions taken to address any instances of non-compliance with
the company's obligations;
▪ to provide advice and assistance to relevant individuals responsible for carrying out services and
activities to ensure compliance with the company's requirements as per legal provisions and
regulations of the Financial Supervisory Authority.
The Compliance Office’s activities were carried out in accordance with the provisions of the 2024
Investigation and Control Plan approved by the company's Board of Directors, ASF Regulations no.
10/2015, no. 9/2014, EU Regulation 231/2013, operational procedures, and internal regulations.
Activities undertaken addressed: monitoring compliance with current regulations specific to the capital
market and/or internal procedures; ensuring the company and its personnel are informed about the legal
framework of the capital market; reviewing documents submitted by Lion Capital SA to the Financial
Supervisory Authority for obtaining authorizations as per applicable regulations; reviewing reports
submitted to market entities and authorities; reviewing the company's informational and advertising
materials; other activities related to compliance by the company and its personnel with current legislation
specific to the capital market and internal regulations.
As part of the compliance monitoring and verification activities carried out in 2024, the adherence to work
procedures and the specific capital market legislation was assessed in relation to the following activities:
● Compliance with national and European regulations on the protection of individuals regarding the
processing of personal data;
● Trading of financial instruments;
● Asset valuation for net asset calculation;
● Compliance with legal transparency and reporting requirements;
● Calculation and payment of the monthly 0.0078% fee from the net asset value to the ASF;
● Prevention and combating of money laundering and terrorist financing through the capital market;
● Compliance with the international sanctions regime;
● Compliance with legal provisions and internal procedures regarding the avoidance and/or
management of conflicts of interest, the handling of privileged information, and personal transactions;
● Checks related to the risk control system;
● Assessment and management of operational risks generated by the IT systems used.
Following compliance verification actions, it was found that activities subject to control comply with
capital market legislation, regulations, and internal procedures.
Based on control activities, proposals and recommendations were made to improve activities and work
procedures.
Petition Resolution. Shareholders can address Lion Capital with a petition if they have complaints about
the company's activities performed under current legislation or the information provided by the company
following their requests. The procedure for handling petitions submitted by shareholders is established by
ASF Regulation no. 9/2015, and the required steps are published on the company's website. In accordance
with regulatory provisions, a secure electronic petition register has been set up, where submitted petitions,
the issues raised, and the resolution method are recorded. The petition register is managed by the
Compliance Office representative.
Activity in 2025 In 2025, the compliance office’s activities will be carried out in accordance with the
Activity and Control Plan for 2025, as well as internal procedures and regulations. The objectives of the
compliance verification activities will focus on enhancing operations through strict adherence to capital
market regulations (including European directives and regulations), by adapting work procedures to the
new legal requirements issued in connection with investment fund management.
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Internal Audit
The internal audit activity is carried out by the Internal Audit Office, which reports to the Board of Directors.
Reporting of the activity is directed to the Audit Committee and the Board of Directors.
The internal audit activity of Lion Capital is outsourced to the firm New Audit SRL from Arad, Romania.
The company's activities are subject to periodic internal audits, aimed at providing an independent
assessment of its operations, controls, and management processes. These audits evaluate potential risks
across various business segments (asset security, compliance with regulations and contracts, integrity of
operational and financial information, etc.) and make recommendations for improving systems, controls,
and procedures to ensure operational efficiency and effectiveness. Follow-up actions and results of
corrective measures proposed are monitored.
The internal audit activity is conducted based on the annual audit plan developed in accordance with
company’s objectives. The internal audit plan and resources required for conducting the activity are
approved by the Audit Committee and endorsed by the Board of Directors, with periodic coverage of all
activities and operations undertaken by the company being ensured.
The internal audit activity maintains a multi-year plan that encompasses all activities and processes that
can be audited within the company over a 2-year horizon. Internal audit missions are included in the plan
based on the analysis of risks associated with auditable activities to prioritize audit missions.
Internal audit activities are conducted in accordance with the International Standards for the Professional
Practice of Internal Auditing.
Internal audit is an independent and objective activity that provides assurance to the company regarding
the level of control over its operations and is conducted in accordance with procedures developed for this
purpose. For each internal audit mission, a detailed program is prepared, outlining the scope, objectives,
allocated resources, and duration.
The objectives of internal audit include supporting the company in identifying and evaluating significant
risks to provide an independent assessment of risk management, control, and management processes
and assisting the company in maintaining an efficient and effective control system.
Main activities and operations subject to internal audit during 2024:
▪ Compliance with the provisions of the collective labour agreement; human resource management;
payroll administration.
▪ Securities trading, adherence to the short-term investment policy, and compliance with approved
operational procedures.
▪ Compliance with the procedure for implementing the legal provisions at Lion Capital to prevent and
combat money laundering and terrorist financing.
▪ Adherence to the procedure on conflicts of interest, specifically those involving Lion Capital’s
management and certain categories of employees.
▪ Compliance with working procedures, internal regulations, and the significant risk management policy
of Lion Capital.
▪ Adherence to operational procedures related to building maintenance and facility management.
▪ Compliance with the working procedures, internal regulations, and specific legislation applicable to
the compliance department.
▪ Management of the portfolio of money market instruments and investments in municipal and corporate
bonds, including the substantiation of investment/divestment decisions and adherence to approved
competence limits.
Non-audit activities performed include:
▪ preparation of the annual internal audit program for the upcoming period;
▪ annual reporting of internal audit activity;
▪ evaluation report of the internal control system in 2023;
▪ other administrative activities.
The internal auditor reports to the Audit Committee and the Board of Directors of Lion Capital on the
purpose of the audit activity, its results, findings, recommendations, and proposals.
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Internal audit appreciates that the activities and operations carried out by Lion Capital during 2024, which
were subject to audit, comply with the company's policies, programs, and management, in accordance
with legal provisions and internal regulations.
No significant situations requiring Board intervention were identified.
Objectives for 2025
The internal audit aims to:
▪ support the company in identifying and assessing significant risks to provide an independent evaluation
of risk management, control, and governance processes;
▪ assist the company in maintaining an effective and efficient control system.
To align with the overall audit objectives, the internal auditor has planned its 2025 activities to ensure audit
coverage of the company's key structures and operations.
The primary objective is the timely completion of audit engagements approved by the Board of Directors
under the 2025 audit plan, ensuring management oversight of operations conducted within Lion Capital.
Other Matters of Corporate Governance
Upholding Shareholders’ Rights
The conduct of General Meetings of Shareholders (GMS) and matters concerning the rights and obligations
of shareholders are governed by Law no. 31/1990 on trading companies, by Law no. 24/2017 on issuers of
financial instruments and market operations, as well as by other relevant legal regulations.
The shares issued by Lion Capital are common, ordinary, registered, dematerialized, indivisible, affording
equal entitlements to shareholders.
Shareholders of Lion Capital may exercise all entitlements granted by law and by the Articles of
Association, Law no. 31/1990, and capital market legislation.
Romanian law imposes certain limitations on the acquisition of shares issued by the Company, which are
delineated in Chapter 2 – Shares issued by Lion Capital.
In accordance with the provisions of art. 272 par. (1) section a) and par. (6) of Law no. 126/2018 on financial
instruments markets, the voting rights pertaining to holdings in a regulated entity (such as Lion Capital) are
automatically suspended if the acquisition or, as applicable, the increase of a stake has occurred without
meeting the criteria stipulated by the regulations issued by the Financial Supervisory Authority pertaining
to procedural rules and prudential evaluation criteria of acquisitions in the respective regulated entity.
Lion Capital ensures equitable treatment to all shareholders, including minority and non-resident
shareholders, in accordance with legal provisions and those outlined in the Company's Articles of
Association.
General Meetings are convened by the Board of Directors with a minimum notice period of 30 days prior to
the scheduled meeting date. General Meetings serve as a platform for the members of the Board of
Directors and the company's directors to present to shareholders the outcomes achieved during their
tenure based on the duties entrusted to them.
Lion Capital takes requisite measures to guarantee fair treatment to all its shareholders, furnishing them
with pertinent and current information facilitating the exercise of their rights in an equitable manner.
Shareholders are expected to exercise their rights in good faith and with due regard for the legitimate rights
and interests of the Company and fellow shareholders.
Comprehensive details regarding the procedural aspects of general meetings of shareholders are provided
in the Notice accompanying each meeting and in the informational materials published on the Company's
website, within the Investor Relations section, subsection General Shareholders’ Meetings.
Right to Vote • Lion Capital is committed to facilitating shareholders’ participation in the general meetings
of shareholders (GMS). Shareholders of Lion Capital can participate in GMS directly, through a
representative based on special/general empowerment (proxy), or by voting by correspondence.
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The Board of Directors approves procedures for the orderly and efficient organization and conduct of GMS,
in accordance with applicable legal provisions and ASF regulations. Shareholders are provided with
information and materials relating to the general meeting at the Company's headquarters and are posted
on Lion Capital's website (www.lion-capital.ro), including the GMS notice, informative materials,
documents for the discussion and approval in the GMS, participation and voting procedures, special proxy
forms, and correspondence voting forms, as well as the resolutions adopted by GMS and the voting results
for each topic on the agenda.
One or more shareholders, individually or collectively representing at least 5% of the Company's share
capital, may request, by submitting a request to Lion Capital, the addition of supplementary topics to the
agenda of GMS and/or may present draft resolutions for topics included or proposed to be included on the
agenda of GMS.
Only shareholders registered on the record date in the Consolidated Shareholders Register of the
Company kept by Depozitarul Central S.A. Bucharest are entitled to participate and vote at the general
meeting of shareholders.
During the year 2024, the Board of Directors of Lion Capital convened OGMs for April 29 (30), 2024, and
October 31 (November 1), 2024, and EGMs for April 29 (30), 2024, and October 31 (November 1), 2024.
Information on the general meetings of shareholders and the resolutions adopted are presented on the
company's website, www.lion-capital.ro, under the Investor Relations • General Meetings of Shareholders
section.
For the general meetings of shareholders held on October 31, 2024, the suspension of the exercise of the
voting right was made pursuant to art. 105 par. (2) of Law no. 31/1990, for the treasury shares, acquired in
the public tender offer authorized by ASF through Decision no. 957/19.09.2024, conducted during
September 25, and October 8, 2024.
Right to Dividend • Lion Capital, through its dividend policy, aims to maintain a balance between
rewarding shareholders through dividends and the need for financing new investments from retained
profits. The strategy to maintain this balance aims to increase the long-term investment attractiveness of
LION stock and to sustain the company's future development potential, ensuring sustainable long-term
profitability for the benefit of increasing shareholder value.
The method of remunerating Lion Capital shareholders is employed to serve their benefit through both the
dividend distribution policy and the decision to reinvest profits or buyback programs, with the stated goal
of increasing share value. This increase in shareholder capital value is manifested at least through the
implicit increase in share value due to the favourable effect of profitable capital reinvestment. Depending
on economic and financial developments, risk profiles, and shareholder investment expectations, both
remuneration methods should offer at least the same investment attractiveness. If reinvestment
opportunities are more attractive to shareholders or in the case of share repurchases on the market, the
return on Lion Capital shareholder capital is likely to be higher than a simple taxable dividend distribution.
Remunerating shareholders through dividend distribution, reinvestment, or repurchase of shares listed on
the market can bring additional benefits to shareholders in the medium and long term.
The determination of the method and proportion of net profit distribution is subject to approval by the
General Meeting of Shareholders and considers the sustainability of the measure, the economic context,
and current market yields.
The OGM on April 29, 2024, approved the allocation of the net profit for the financial year 2023, in the
amount of RON 417,255,132, to Other reserves as own sources of financing.
Lion Capital's dividend policy is published on the company’s website, www.lion-capital.ro, in the section
dedicated to corporate governance.
Right to Information • Lion Capital acknowledges the importance of informing investors and the
stakeholders, providing relevant and up-to-date information through continuous and periodic reports,
thereby facilitating shareholders in exercising their rights in an equitable manner. Information concerning
the Company's activities, which may influence stock prices, has been the subject of current reports or
communications, transmitted to the market within 24 hours, and immediately made available to investors
on both the BVB website and Lion Capital's own website, www.lion-capital.ro.
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The publication of reports and communications on the Company's website occurs after they have been
posted on the market operator's website, BVB, to ensure equal access to information for investors.
Efforts were also made in 2024, to promote Lion Capital at capital market events in partnerships with
media outlets, aiming to increase the company's visibility within the Romanian capital market and to a
broader base of institutional investors both locally and internationally.
Within Lion Capital, the Investor Relations Office operates, dedicated to communication with
shareholders, potential investors, analysts, the media, and other interested parties. The contact details
are: 35A Calea Victoriei, Arad 310158, Romania, tel • fax: +40257 304 446, email: investitori@lion-
capital.ro, with Mr Claudiu Horeanu as the contact person.
Further details regarding shareholders’ rights are outlined in Lion Capital's articles of association,
accessible on the company's website, under the Corporate Governance section.
Details on the procedure for conducting general meetings of shareholders are presented on the
Company's website, in the Investors Relations section, General Shareholders' Meetings subsection.
Anti-corruption Measures
Lion Capital complies with the ethical and moral standards, permanently being engaged in implementing
the necessary measures to prevent situations of abuse in the company's relations with all categories of
collaborators, as well as in portfolio management, fund management and investment process. Lion
Capital has developed and implemented reference documents dealing with, among other aspects, anti-
corruption policies and procedures, namely: Corporate Governance Code, Internal Regulations, Internal
Regulations and Policy on Corporate Social Responsibility.
These documents focus on the principles on which the company’s policy is based in terms of anti-
corruption measures, ethics, and business morality, embracing these values being essential, all decisions
of the company's management are in accordance with the provisions and recommendations contained in
the above-mentioned documents.
Internal Reporting (Whistleblower)
The company consents the internal reporting, by its employees, of the violation of capital market
regulations and internal procedures through a specific, independent, and autonomous channel
implemented through the e-mail system.
The compliance officer shall have access to the reports submitted for further verification and the
preparation of reports to senior management with proposals for remedying the reported situations.
There were no complaints or notifications received through this channel in 2024.
Conflicts of Interest
Lion Capital applies internal rules and procedures aimed at avoiding conflicts of interest, by implementing
appropriate measures in relation to the nature, size and complexity of the activities carried out. To avoid
potential conflicts of interest, the Board members and executive directors of the company must comply
with at least the following requirements without being limited to them:
The members of the Board of Directors must meet the conditions set out in the republished Law no.
31/1990 and the capital market legislation and may not be members of the board of directors / supervisory
board or directors / members of the board of directors of another AIFM / investments management
company / investment companies or of the depositary of assets of Lion Capital, must not be members of
the board of directors / supervisory board of an SSIF (broker) with which Lion Capital has concluded a
financial intermediation contract and must not be employed or have any kind of contractual relationship
with another investment management company or with an investment company, with the exception of
other entities belonging to the same group.
The directors of the company as well as the persons replacing them may not be members of the board of
directors / supervisory board or directors / members of the board of directors of another AIFM or of the
custodian of Lion Capital’s assets, must not be members of the board of directors / supervisory board,
directors or members of the board of directors of a financial investment services company (SSIF, brokers)
with which Lion Capital has entered into a contract and must not be employed or have any contractual
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relationship with another AIFM, with the exception of other entities belonging to the same group. Through
the internal policies, rules, and procedures, as well as through the functional organization adopted, Lion
Capital considers that the relevant persons involved in the various activities that encompass a risk of
conflict of interest to carry out these activities with an adequate degree of independence.
The internal policies, rules, and procedures to be complied with in Lion Capital aim at ensuring the degree
of independence necessary for the prevention and management of conflicts of interest, as follows:
● the procedures provide for measures to prevent and control the exchange of information between
relevant persons involved in the portfolio management activities or in other activities involving a risk of
conflict of interest if the exchange of information may harm the interests of the Company or its
shareholders;
● specific internal procedures regulate the confidentiality of information and the circulation of
documents in physical and electronic format; for accessing the documents in the computer system,
access levels are established;
● established assignments and responsibilities shall prevent the simultaneous or consecutive
involvement of a relevant person in portfolio management, control or risk management activities for the
proper management of conflicts of interest;
● from an organizational point of view, the functions regarding the decision, execution and supervision of
the activity are separated so as to avoid the execution by the same person of tasks that may result in
undetectable errors or activities that expose the company to risk;
● the directors will take decisions in the interest of the Company and will not take part in the debates or
decisions that create a conflict between their personal interests and those of the Company or of some
companies controlled by Lion Capital;
● each member of the Board will ensure the avoidance of any direct or indirect conflict of interests with
Lion Capital or the companies under its control;
● each administrator shall inform the Board of Directors upon conflicts of interest, as they arise and shall
refrain from debating and voting on the respective matters, in accordance with the relevant legal
provisions;
● it is forbidden for the members of the Board, directors or any other person with whom the Company has
an employment contract, to disseminate information on the transactions that Lion Capital intends to
perform with financial instruments in its portfolio;
● in order to identify situations of a possible conflict of interest, in which an administrator or employee of
the company may have a material interest on his behalf or of third parties, there is an obligation that
employees / directors / administrators communicate to the company the activities and interests
outside the company by filling in the form “Statement on external interests” - which is filled in at the
beginning of the relations with Lion Capital and is updated periodically or whenever the situation
requires it.
If conflicts of interest arise, Lion Capital ensures the correct management / administration and in the
general interest of the company's shareholders.
Corporate Information Regime
The members of the Board, executive directors, and employees of Lion Capital are bound to keep the
confidentiality of the documents and corporate information/data and comply with the Code of Ethics and
Business Conduct and with the procedures approved by the Board of Directors concerning corporate
information.
The Board of Directors adopted procedures regarding the Company’s internal circuit of the documents and
the disclosure to third parties of documents and information concerning Lion Capital, giving special
importance to inside information - as defined by Law no. 24/2017 and European regulations, that may
impact the market price of the shares issued by the Company.
The company must inform the public and ASF, thereupon, on privileged information directly concerning it.
Postponement of public disclosure of inside information is made under the conditions specified by the
applicable law, provided the confidentiality of such information.
In application of the provisions of the national and European regulations, namely ASF Regulation no.
5/2018, EU Regulation 596/2014, Commission Implementing Regulation (EU) 2022/1210, and EU
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Regulation 347/2016, the company establishes and permanently updates the list of persons having access
to inside information regarding the Company. The list of persons with access to inside information
regarding Lion Capital shall be communicated to the Financial Supervision Authority upon its request.
Transactions of insiders (persons having access to privileged
information)
Through internal procedures, the use of “privileged information” related to Lion Capital’s investment policy
by members of the board of directors, company directors, as well as any person employed under a contract
with the Company, is prohibited when they engage in transactions with financial instruments in their own
portfolio (“personal transactions”).
The Company has established rules and internal procedures regarding personal transactions. Any
personal transaction conducted by an individual with access to privileged information is notified in
advance to the Compliance department of the company for verification of compliance with conflict-of-
interest avoidance requirements. The transactions carried out are notified to the Compliance Office for
registration in the personal transactions register, a register that is managed by the compliance officer.
In accordance with the provisions of internal rules and procedures and Regulation (EU) no. 596/2014 and
Regulation (EU) no. 523/2016, persons holding managerial responsibilities as well as persons closely
associated with them notify the company of each transaction carried out on their behalf regarding Lion
Capital's shares or debt securities. This provision applies to any subsequent transactions once the value
of EUR 5,000 has been reached during a calendar year. The EUR 5,000 threshold has been revised to
EUR 20,000, effective December 4, 2024, pursuant to Regulation (EU) no. 2809/2024. The threshold is
calculated by aggregating all transactions conducted without offsetting from the beginning of the calendar
year. For transactions with other securities, internal rules and procedures for personal transactions apply.
Transactions with shares issued by the Company conducted by management personnel during the year
2024 have been reported in accordance with legal requirements and are available for consultation on the
company's website, www.lion-capital.ro, in the section dedicated to Investor Relations.
The notified transactions are recorded in the personal transactions register managed by the Compliance
Office.
Treatment Applicable to Transactions with Affiliated Entities
The company is bound to publish a report if the board of directors approves a significant transaction with
affiliated parties. Law no. 24/2017 on issuers of financial instruments and market operations stipulates
this reporting obligation in the case of significant transactions, defined as a transaction whose individual
or cumulative value represents more than 5% of the company’s net assets according to the latest
published financial statements.
In the event of significant transactions with affiliated parties, at the end of each semester, the financial
auditor is required to analyse the transactions reported by the company during the semester and to
prepare a report evaluating whether the transaction is fair and justified from the perspective of the
company and shareholders who are not affiliated parties, including minority shareholders.
In the year 2024, Lion Capital did not engage in significant transactions with affiliated parties, as defined
by Law no. 24/2017, which would impose a legal reporting obligation.
Protection of Personal Data
Lion Capital processes personal data to which it has access legally (e.g., based on the consent of the
individual, a contract, legal obligations, legitimate interests of the Company), for the purpose of ensuring
access to the Company’s website and transmitting responses to requests from visitors of Company’s
website, in accordance with the provisions of Regulation (EU) 2016/679 on the protection of individuals
with regard to the processing of personal data and on the free movement of such data, and repealing
Directive 95/46/EC.
Through its own website, www.lion-capital.ro, or through communications sent to its email addresses,
Lion Capital may collect personal data either as a regulated/authorized/supervised entity by the Financial
Supervisory Authority (ASF), as an issuer of securities listed on the regulated market, as a contractual
partner, or in other particular cases that may arise exceptionally in the Company’s activities. The Company
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ensures the confidentiality of the information brought to its attention within this obligation, committing to
protect and properly use the personal information provided by the data subjects or a third party.
Lion Capital will periodically update its Policy on Personal Data Protection, depending on legislative
changes that might occur.
Engagement Policy
The Policy on Engagement and Principles Regarding the Exercise of Voting Rights for the portfolio under Lion
Capital’s management is available on the company’s website, www.lion-capital.ro, in accordance with the
provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished.
The policy was prepared in accordance with the provisions of Law no. 24/2017, as republished, and
Directive EU 828/2017 amending Directive EC 36/2007 with regard to the encouragement of long-term
shareholder engagement.
The purpose of the engagement policy is to establish the rules under which Lion Capital exercises the voting
rights attached to the financial instruments held in the portfolio and to demonstrate how it incorporates
shareholder participation into its investment strategy.
Additional information on the implementation of the engagement policy and the exercise by Lion Capital of
voting rights for the portfolio under management is presented in Chapter 1 - Lion Capital's Activity in this
report.
ESG (Environment – Social – Corporate Governance)
According to EU Regulation 2019/2088 on sustainability-related disclosures in the financial services sector
(Sustainable Finance Disclosure Regulation or SFDR), financial market participants are bound to publish
information regarding the integration of ESG risks and opportunities into their investment decisions.
Lion Capital’s statement, prepared in accordance with Article 4 par. (1) of Regulation (EU) 2019/2088 of
the European Parliament and of the Council of 27 November 2019 on the sustainability-related disclosures
in the financial services sector, is published on the company's website, www.lion-capital.ro, in the
Corporate Governance section.
The policy regarding the integration of sustainability risks into the investment decision-making process
delineates the Company’s objectives and strategy regarding sustainability risk. It establishes a clear
segregation of processes and responsibilities by distinguishing the integration of sustainability risk at the
investment decision level from its incorporation into the broader risk management system. The document
is available on the company's website, www.lion-capital.ro, in the Corporate Governance section.
The policy on the management of significant risks, revised together with the policy on integrating
sustainability risks into the investment decision-making process, was supplemented with the definition of
processes for identifying, evaluating, and managing sustainability risks. Thus, the requirement of
Delegated Regulation (EU) No 1255/2021 amending Delegated Regulation (EU) no. 231/2013 regarding
sustainability risks and sustainability factors to be considered by AIFM was fulfilled.
Lion Capital’s remuneration policy, approved by shareholders, promotes effective and robust risk
management without incentivizing excessive risk-taking in relation to sustainability risks, correlating with
risk-adjusted performance.
Furthermore, the qualitative assessment of sustainability risk at the organizational level will continue,
based on the analysis of the impact of asset management activities on the environment, and the
improvement of measures for managing social aspects, diversity, and sustainable governance.
The Risk Management chapter presents aspects related to risk management, monitoring, and reporting
processes, including ESG risks relevant to Lion Capital’s activities.
Awareness and application of ESG criteria (environmental, social, governance) in investments and
business become essential in the context of risks caused by climate change. These can affect the stability
and economic performance of the Group and portfolio companies through potential disruptions in the
supply chain, increased energy costs, or new regulations aimed at reducing greenhouse gas emissions.
Therefore, adopting and implementing ESG criteria in investments and business can help minimize these
risks and improve long-term performance.
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At this stage the challenge for Lion Capital involves allocating efforts to identify, collect, analyse, and
report ESG indicators (accuracy and comparability of reported non-financial information, collecting
relevant data, allocating IT resources, expertise required for understanding and implementing reporting
requirements, as well as creating and conducting consultation processes with stakeholders, materiality
analysis, identification and reporting of material issues and specific indicators).
Commitment to Environmental Protection
Although its operations do not directly impact the environment, Lion Capital demonstrates a strong
commitment to environmental protection and the promotion of sustainable business practices. This
dedication is reflected throughout its current operations and the core values it upholds.
Responsible Waste Management. Lion Capital addresses environmental protection by implementing
efficient and responsible waste management practices for the waste generated by its employees and daily
operations. This approach encompasses the collection, sorting, and optimal management of various
waste types—including paper, plastic, electrical and electronic equipment, batteries, accumulators,
lighting devices, and printer cartridges. By promoting selective collection alongside eco-friendly recycling
and disposal practices, the company minimizes its environmental footprint while contributing to the
sustainable utilization of resources.
Energy Efficiency. Reducing the consumption of electrical energy and methane gas (used for space
heating and hot water supply) at its headquarters and branch offices has been a key focus for Lion Capital.
The measures adopted are designed to both lessen environmental impact and control operating costs,
through optimizing space utilization, implementing energy efficiency practices, and modernizing
equipment.
Promotion of Electronic Communication and Digitalization of Processes. To further reduce its
environmental impact, Lion Capital consistently opts for electronic communication over paper-based
methods. The digitalization of operations contributes to a reduction in paper consumption and the
associated use of natural resources, while the deployment of energy-efficient equipment—aligned with
ergonomic and environmental protection standards—complements this resource-saving approach.
Responsible Investments. As investment fund, Lion Capital is fully aware of the significant indirect
impact its operations can have on the environment. Consequently, the company is committed to
enhancing the sustainable performance of the entities in which it invests and to fostering a more
sustainable economy. Recognizing this impact and implementing the appropriate measures are critical
challenges at the societal, group, and financial industry levels, thereby contributing to the creation of a
greener and more equitable world.
Social Responsibility
In today’s rapidly evolving landscape—where the expectations of both communities and investors are
continually shifting—the role and attitude of an investment fund committed to corporate responsibility are
more crucial than ever.
Transparency and accountability are increasingly valued, with stakeholders expecting companies to
distinguish themselves not only by financial performance but also by their significant contributions to
community development. In this context, efficient environmental management, responsible human
resource practices, and the adoption of socially responsible business practices are essential. Lion Capital
has cemented its reputation as an ethical and sustainable corporate citizen, consistently demonstrating
responsiveness to community needs and a profound awareness of its societal impact.
Lion Capital assumes responsibility not only toward its shareholders but also toward the communities in
which its investments are present, acknowledging that true success is measured by generating a positive
impact on both the environment and society alongside financial performance. Through its unwavering
commitment, Lion Capital champions core values such as professionalism, excellence, innovation,
accountability, teamwork, diversity, and dedication. This proactive stance not only safeguards its
reputation and investor relations but also contributes to the creation of a more equitable and sustainable
economy.
By adopting an integrated approach to social responsibility, Lion Capital meticulously manages
environmental challenges, respects fundamental human rights, and promotes diversity and equity among
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its employees and partners. This strategy enhances its financial performance while reinforcing the Fund’s
reputation and strengthening relationships with investors and other stakeholders.
Through the continuous promotion of professionalism, excellence, and innovation, Lion Capital not only
optimizes its financial performance but also supports the sustainable economic development of society.
Its success is measured not solely by financial metrics but also by its contributions to community welfare
and environmental protection, highlighting the critical importance of a proactive and responsible approach
in building a more equitable and healthy future.
During 2024, Lion Capital financially supported projects in the field of education, civic education, and the
investment fund management industry.
Educational and Civic Engagement Initiatives. During 2024, Lion Capital financially supported projects
in the fields of education, civic education, and fund management. The company furthered its collaboration
with the Financial Supervisory Authority (ASF) and Institute of Financial Studies (IFS) through the
Start2Learn: Personal Finance program, which aims to significantly enhance the financial literacy of young
people in Romania. In this context, two Lion Capital representatives, qualified as volunteer financial
education lecturers, conducted financial education sessions during the 2023–2024 and 2024-2025 school
years, in partnership with pre-university educational institutions in Arad and Timișoara.
The corporate social responsibility policy of Lion Capital is posted on company's website, www.lion-
capital.ro, in the section dedicated to corporate governance.
Financial Reporting
The financial statements for FY 2024 were prepared in accordance with the International Financial
Reporting Standards and ASF Norm no. 39/2015, which applies together with the Accounting Law no.
82/1991 (republished and amended). The financial auditor is Deloitte Audit S.R.L.
On April 29, 2024, the Company published the separate financial statements and the consolidated
financial statements for the year ended December 31, 2023, prepared in accordance with Norm no.
39/2015 for the approval of the Accounting Regulations in accordance with the International Financial
Reporting Standards, applicable to entities authorized, regulated and supervised by the Financial
Supervisory Authority of the Financial Instruments and Investments Sector, audited by Deloitte Audit S.R.L.
and approved by the Ordinary General Meeting of Shareholders on April 29, 2024 – accompanied by the
annual report of the administrators and the report of the independent auditor.
On May 15, 2024, the Company published the Quarterly Report as of March 31, 2024, in accordance with
Law no. 24/2017, Law no. 74/2015, Law no. 243/2019, ASF Regulation no. 10/2015, ASF Regulation no.
7/2020, ASF Regulation no. 5/2018 and ASF Norm no. 39/2015.
On August 30, 2024, the Company published the Report for 1H 2022, prepared in accordance with Law no.
24/2017, Law no. 74/2015, Law no. 243/2019, ASF Regulation no. 10/2015, ASF Regulation no. 7/2020, ASF
Regulation no. 5/2018 and Norm no. 39/2015. The condensed interim separate Financial Statements as of
June 30, 2024, included in the half-yearly report, were prepared in accordance with Norm no. 39/2015 for
the approval of the Accounting Regulations compliant with the International Financial Reporting
Standards, applicable to entities authorized, regulated, and supervised by ASF.
On September 30, 2024, the Company published the Consolidated Report for 1H 2024. The condensed
interim consolidated Financial Statements, as of June 30, 2024, contained in the consolidated half-yearly
Report, were prepared in accordance with Rule no. 39/2015 for the approval of the Accounting Regulations
compliant with the International Financial Reporting Standards, applicable to entities authorized,
regulated, and supervised by ASF.
On November 15, 2024, Lion Capital made available to the public the Report for 3Q 2024, prepared in
accordance with Law no. 24/2017, Law no. 74/2015, Law no. 243/2019, ASF Regulation no. 10/2015, ASF
Regulation no. 7/2020, ASF Regulation no. 5/2018 and ASF Rule no. 39/2015.
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4. FINANCIAL ANALYSIS
Lion Capital prepared the financial statements as of December 31, 2024, pursuant to International
Financial Reporting Standards (IFRS) as adopted by the European Union and to the ASF Norm no. 39/2015
for the approval of Accounting Regulations applicable to entities authorized, regulated, and supervised by
the Financial Supervisory Authority (ASF) in the Sector of Financial and Investment Instruments.
The Separate Financial Statements as of December 31, 2024, including the related notes, are presented in
Annex 1 to this report.
The following are comments on the financial position and the results of the Company in the financial year
2024, compared to the preceding three financial years:
4.1 Separate Statement of Financial Position
2024 2023 2022 2021
Cash and cash equivalents (including bank deposits) 612,916,069 408,814,516
26,615,152
339,358,760
Financial assets at fair value through profit and loss 1,732,319,946 1,900,476,975
1,723,810,844
1,680,415,609
Financial assets at fair value through other comprehensive income 2,442,917,696 1,977,331,822
1,624,523,020
1,559,352,399
Investments recorded at amortized cost 1,257,518 - - -
Investment property, Tangible assets, Other assets 52,084,241 19,162,849
30,314,136
28,259,291
Total Assets 4,841,495,470 4,305,786,163
3,405,263,152
3,607,386,059
Deferred tax liabilities 230,787,752 182,852,994
136,546,721
179,957,876
Other liabilities (payable dividends, leasing, deferred revenues) 17,092,258 22,561,385
25,863,246
11,301,898
Total liabilities and deferred revenues 247,880,009 205,414,379
162,409,967
191,259,774
Share capital 50,751,006 50,751,006
50,751,006
51,542,236
Treasury shares (including costs related to the repurchase) (7,221,000) (2,494,800) -
(21,694,227)
Retained earnings 983,800,944 1,243,688,988
832,847,626
1,140,789,898
Other equity elements (other reserves, legal reserves, benefits granted) 2,131,742,804 1,713,021,682
1,617,427,194
1,261,063,053
Reserves from revaluation of financial assets through other items of
comprehensive income
1,434,541,708 1,095,404,908
741,827,359
984,425,325
Total Equity 4,593,615,461 4,100,371,784
3,242,853,185
3,416,126,285
Total Liabilities and Equity 4,841,495,470 4,305,786,163
3,405,263,152
3,607,386,059
Cash and cash equivalents include all of the Company's liquid investments in term bank deposits,
current accounts, and cash on hand. The significant increase compared to 2023 is the result of a prudent
and adaptive approach designed to ensure adequate performance. In this context, and in line with its
investment strategy, Lion Capital has aimed to calibrate its portfolio toward asset classes and financial
instruments that benefit from an inflationary environment, continue the portfolio restructuring by reducing
minority exposures that do not align with the Fund’s investment strategy, and active management of the
majority holdings to foster business development and enhance performance.
Financial assets at fair value through profit and loss comprise the Company's holdings in participation
securities in its subsidiaries and associated entities (excluding investments in consolidated subsidiaries)
as well as holdings in fund units. The decrease in the position of financial assets measured at fair value
through profit and loss compared to 2023 is attributable to impairments resulting from fair value
differences related to unlisted or inactive market investments, as well as the sale of certain investments
(Azuga Turism S.A.) or capital reductions (SIF Hoteluri S.A.).
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Financial assets at fair value through other comprehensive income include equity investments for
which the Company, upon initial application of IFRS 9, irrevocably opted to record fair value changes in
other comprehensive income. This asset position is primarily influenced by: (1) the effect of 2024 stock
market developments on the Company's portfolio of minority investments (mainly the advances of listed
financial companies); and (2) significant net investments made in this asset category during 2024.
Investment Property, Tangible Assets, and Other Assets primarily consist of buildings and land acquired
by the Company as a result of branch closures and the withdrawal of non-cash contributions from portfolio
companies. As of December 31, 2024, the fair value of the Company’s investment property is of
RON 11.91m. Tangible Assets held by the Company are utilized in its operational and administrative
activities at its headquarters, while the Other Assets category mainly comprises receivables due from third
parties.
Deferred tax liabilities represent taxes payable or recoverable in future periods in relation to taxable or
deductible temporary differences between the carrying amount and the tax base of an asset or liability.
The increase in this position compared to the previous year is primarily due to adjustments in deferred
income tax resulting from the higher level of revaluation reserves on securities measured at fair value
through other comprehensive income, driven by the positive performance of capital markets in 2024.
Shareholders’ equity constitutes the majority of the liabilities structure. Its value increased by 12%
compared to the previous year, as both net profit and amounts recorded in other comprehensive income
have favourably impacted equity, as follows:
● The increase in retained earnings is primarily driven by the difference between the current year’s 2024
result (RON 161.73m) and the portion of the previous year’s result that was not distributed as dividends.
● The “Fair value adjustments on financial assets measured at fair value through other comprehensive
income” position, which increased by 31% compared to the end of 2023, reflects the impact of
recognizing favourable fair value adjustments on financial assets in this category (including shares in
companies where LION holds a minority stake and shares in the two subsidiaries within the
consolidation scope). This position is influenced by both the net fair value difference resulting from
market revaluation and the net result from the disposal of financial assets measured at fair value
through other comprehensive income, which has been transferred to retained earnings.
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4.2 Separate Statement of Profit and Loss and Other Comprehensive Income
2024 2023 2022 2021
Income, of which: 229,642,350 166,278,370
174,916,193
135,434,720
Dividend Income 194,431,012 151,903,565
166,188,008
130,451,726
Interest Income 34,549,315 14,289,563
8,709,566
4,737,208
Other Operating Revenues 662,022 85,242
18,619
245,786
Gain/(Loss) on Investments, of which: (20,671,893) 296,845,895
(47,396,502) 288,290,481
Gain/(Loss) on Foreign Exchange Differences 4,275 1,165,018
(20,400) 2,274,798
Gain/(Loss) on Investment Property (76,045) 1,400,035
10,042
699,195
Gain / (Loss) on Financial Assets at Fair Value
Through Profit and Loss
(20,600,123) 294,280,842
(47,386,144) 285,316,488
Expenses, of which: (32,733,068) (27,526,925) (24,393,742) (27,384,877)
Expenses/Reversals on Adjustments for Impairment - -
566,018
93,593
Commissions Expenses (5,768,681) (5,068,294) (4,350,043) (5,109,130)
Other Operating Expenses (26,964,387) (22,458,631) (20,609,717) (22,369,340)
Profit Before Tax 176,237,389 435,597,340
103,125,949
396,340,324
Income Tax (14,502,738) (18,342,208) (7,658,801) (9,339,219)
Net Profit for the Period 161,734,652 417,255,132
95,467,148
387,001,105
Other Comprehensive Income 336,115,962 442,630,926
(240,290,182) 320,541,254
Total Comprehensive Income for the Period 497,850,614 859,886,058
(144,823,034) 707,542,359
The course of Income with significant weight was as follows:
Dividend income increased in 2024 by 28% compared to 2023. This rise is attributable to the fact that the
primary local and listed banks in Lion Capital’s portfolio resumed paying dividends to shareholders.
Interest income comprises the interest earned on bank deposits, corporate bonds, loans granted to
subsidiaries, as well as the financing component attached to contracts for the transfer of financial assets.
In 2024, interest income significantly increased over the previous year.
Other operating revenues generally includes the Company’s receipts from the recovery of litigation
expenses and other occasional income.
Gain / (Loss) on Investment– the result achieved in 2024 was negatively impacted by unfavourable fair
value adjustments on financial assets measured at fair value through profit and loss, in accordance with
IFRS 9. These placements include both investments in subsidiaries that were excluded from the
consolidation scope following their reclassification as investment entities, and investments in fund units
issued by closed-end investment funds. The main contributors to the unfavourable fair value adjustments
were the investments in listed subsidiaries and associated entities.
Commission expenses encompass the fees payable to regulatory bodies, the depositary, the Stock
Exchange, and intermediaries. These expenses have increased compared to those recorded in 2023,
mirroring the rise in Other operating expenses, which include personnel and management salaries, taxes
and duties, and other costs incurred from the Company’s operations. Overall, total expenses in 2024
exceeded those in 2023, reflecting the positive momentum achieved by LION during the year.
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4.3 Separate Cash Flow Statement
2024 2023 2022 2021
Operating Activities
Profit net al
perioadei
161,734,652
417.255.132
95.467.148
387.001.105
Adjustments for:
Amortization of tangible and intangible assets
554,389
526.264
553.220
516.273
Net (Gain) / Loss on disposal of tangible assets
(90,876)
-
-
5.369
Gain on valuation of
investment property
(4,275)
(1.400.035)
(10.042)
(699.195)
(Net gain) / Net loss from financial assets at FVTPL
20,600,123
(294.280.842)
47.386.144
(285.316.488)
Dividend income
(194,431,012)
(151.903.565)
(166.188.008)
(130.451.726)
Interest
income
(34,549,315)
(14.289.563)
(8.709.566)
(4.737.208)
Expense with interest related to leasing agreements
17,297
22.234
37.655
56.967
Gain)/Loss on exchange rate differences assets / financial liabilities and
other revenues/expenses
76,045 (136.295) (1.344.661) 16.254
Benefits granted in equity instruments
3,179,550
2.315.317
2.000.537
2.576.937
Income tax
14,502,738
18.342.208
7.658.801
9.339.219
Changes in assets and liabilities related to operating activities
Changes in other assets
121,205
109.301
(1.394.848)
(411.564)
Changes in other liabilities
1,642,201
(675.389)
4.438.258
3.792.170
Income tax paid
(14,170,287)
(19.871.237)
-
(30.732.758)
Net cash (used in) / from operating activities, of which:
(40,
817,572
)
(43.986.470)
(20.105.362)
(49.044.645)
Investment activities
Payments for purchase of financial assets at FVTOCI
(83,373,322)
(23.748.220)
(357.337.857)
(67.751.279)
Proceeds from the sale of financial assets at FVTOCI
426,359
183.810.181
8.378.030
196.793.416
(Investments) / Proceeds from deposits with term longer than 3 months
-
-
79.198.863
(79.198.863)
Proceeds from sale of assets at FVTPL
2
30,699,399
168.740.454
27.193.910
16.484.890
Payments for purchase of assets at
FVTPL
(111,024,212)
(56.689.483)
(115.657.463)
(12.906.934)
Proceeds/(Payments) for purchase of assets recorded at amortized cost
(1,242,744)
-
Payments for purchases of tangible assets
(428,356)
(73.588)
(231.500)
(113.688)
Proceeds from sale of
assets and investment property
2,090,358
464.057
-
926.060
Dividends collected
185,679,001
146.223.963
159.092.059
125.033.641
Interest collected
29,750,622
12.674.637
5.452.918
3.581.221
Net cash (used in) / from investment activities
25
2
,
577,
1
05
431.402.001
(193.911.040)
182.848.463
Financing activities
Payments related to leasing
(274,831)
(287.920)
(295.131)
(281.064)
Dividends paid
(70,118)
(155.454)
(19.199.846)
-
Repurchase of own shares
(7,313,032)
(4.772.793)
-
(24.107.040)
Net cash (used in) / from financing activities
(7,657,980)
(5.216.166)
(19.494.976)
(24.388.104)
Increase / (decrease) in net cash and cash equivalents
204,101,552
382.199.365
(233.511.378)
109.415.714
Cash and cash equivalents on
January 1st
408,814,516
26.615.152
260.126.530
150.710.816
Cash and cash equivalents on December 31st
612,916,06
9
408.814.517
26.615.152
260.126.530
In 2024, the net cash generated from investment activities amounted to RON 251.9m, the collected
dividends (RON 186m) and the proceeds from disinvestments led to a significant increase in the cash and
cash equivalents position as of December 31, 2024, compared to the beginning of the reporting period.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
55
4.4 Implementation of Budget for 2024, Summary Statement
Implementation of Budget for 2024
Result for
2023
Provisions
for 2024
Result for
2024
+/- vs.
budget
Total income 166,278,370
138,929,559 229,642,350 65.3%
Net gain/(loss) on investment 296,845,895
- (20,671,893)
Operating expenses 27,526,925
38,545,298 32,733,068 -15.1%
Profit before tax 435,597,340
100,384,261
176,237,389
75.6%
Income tax (including tax on gross dividends due) 18,342,208
7,300,000 14,502,738 98.7%
Net profit for the year 417,255,132
93,084,261 161,734,652 73.8%
Total comprehensive income for the year 859,886,058
- 496,536,736
Total Income achieved is 65.3% above the budget for 2024 and 38% higher than the result for 2023. The
dynamics of the main variables are presented in the Statement on Profit and Loss and Other
Comprehensive Income.
Net Gain on Investment has significantly declined vs. 2023, as this component was impacted by the
marking to market of assets measured at fair value through profit and loss.
Operating Expenses incurred in 2024 are below the budgeted amounts by 15.1% and 18.9% higher than
those recorded in 2023.
The Gross Result, amounting to RON 176.2m, exceeds the projections for 2024 primarily due to the
dividend income.
The net result for the fiscal year, totalling RON 161.73m, surpasses the level of projections for 2024. The
dividend income collected in 2024 decisively influenced the Company’s performance.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
56
5. OTHER SIGNIFICANT INFORMATION
Disclosure Document Concerning the Shares Offered to the Members of the
Management Structure
Lion Capital S.A. informed the shareholders in the current report dated February 6, 2024, that, based on
the resolutions no. 3 and no. 4 adopted by the Extraordinary General Meeting of the Shareholders of the
Company of April 27, 2023, the Board of Directors approved on February 5, 2024, the offer, free of charge,
of a total of 990,000 shares, to the members of the management structure, under a share-based payment
plan of a “Stock Option Plan” type. The vesting (transfer of shares) will occur upon the fulfilment of the
conditions outlined in the “Stock Option Plan” and upon the exercise of the option by each beneficiary,
following a 12-month period from the signing of the payment agreements.
The vesting of shares and their subsequent transfer is to occur upon the fulfilment of the conditions set
forth in the Stock Option Plan and the exercise of the option by each beneficiary, following a 12-month
period from the signing of the payment agreements. The disclosure document concerning the shares
offered or allotted to members of Lion Capital’s management structure, prepared as per EU Regulation no.
1129/2017 and ASF Regulation no. 5/2018, was published alongside the company’s current report.
Through the current report dated June 11, 2024, Lion Capital S.A. informed shareholders that, based on
Resolutions no. 3 and no. 4 adopted by the Extraordinary General Meeting of Shareholders on April 29,
2024, the Board of Directors approved, on June 10, 2024, the allocation of 1,500,000 shares to employees
and members of the management structure under a Stock Option Plan.
The vesting of shares and their subsequent transfer is to take place upon meeting the conditions stipulated
in the Stock Option Plan and upon the exercise of the option by each beneficiary, following a 12-month
period from the signing of the payment agreements. The disclosure document concerning the shares
offered or allotted to members of Lion Capital’s management structure, prepared as per EU Regulation no.
1129/2017 and ASF Regulation no. 5/2018, was published alongside the current report issued by the
company.
Notification Under art. 71 par. (1) of Law 24/2017
Lion Capital informed the shareholders in the current report dated February 9, 2024, upon the receiving on
February 8, 2024, of - Notification of change in ownership threshold in Lion Capital as per art. 71 par. (1) of
Law no. 24/2017(R) and ASF Regulation no. 5/2018 (Annex 18) from the shareholder Infinity Capital
Investments S.A.
The Notification received was published alongside the current report issued by the company.
Sale of Azuga Turism S.A. Shares
Lion Capital S.A. informed the investors that on February 19, 2024, the Board of Directors of Lion Capital
S.A. approved the sale to the company Electric Planners SRL of the entire stake owned, consisting of
786,882 shares, representing 98.9354% of the share capital of Azuga Turism S.A., with registered office in
the Town of Azuga, no. 3 Sorica Str., Plot 3, Hotel Azuga Ski & Bike Resort, Prahova county, registered with
the Trade Registry Office attached to Prahova Tribunal, under no. J29/2285/2020, having the unique
registration code 28330211.
Also, on February 19, 2024, the contract for the sale of the 786,882 shares owned by Lion Capital S.A. was
concluded, at a minimum price of EUR 8,990,000, with the buyer paying an advance of EUR 1,500,000 upon
signing the contract. The price difference will be paid by the buyer in three instalments, with the final
instalment due on 31.03.2026, and the buyer will also pay a remunerative interest of 7% per annum.
Publication of Preliminary Financial Results for FY 2023
On February 29, 2024, Lion Capital published the preliminary financial results for the year ended December
31, 2023, prepared in accordance with IFRS, through communication in the market (BVB/BSE) and posting
on the Company's website at www.lion-capital. ro.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
57
Completion of Share-based Payment Plan
By current report dated March 15, 2023, Lion Capital informed the shareholders that upon completing the
term of 12 months from the signing of the share-based payment agreements, by which 990,000 shares
issued by the Company were offered to the members of Company’s management, as per the resolutions
no. 5 and no. 6 adopted by the EGM of April 28, 2022, the members of the management structure exercised
their right to receive a number of 990,000 LION shares, representing 0.1951% of the current share capital.
On March 14, 2024, Depozitarul Central (Central Depository) carried out the direct transfer of shares in
accordance with the regulations in force, and the information provided in art. 19 of Regulation (EU)
596/2014 EU will be made available on company's website in the Investor Relation section.
As there were no changes in the “Disclosure Document Concerning the Shares Offered or Allotted” initially
published (by current report dated March 13, 2023), the current report dated March 15, 2024, represented
the “Disclosure Document Concerning the Shares Allotted”, within the meaning of the provisions of
Regulation (EU) 2017/1129 and ASF Regulation no. 5/2018.
Authorization of Company Director
On March 25, 2024, Lion Capital informed the investors that, by Authorization No. 34/22.03.2024, the
Financial Supervisory Authority authorized the modification of the significant conditions underlying the
authorization of Lion Capital S.A., following the appointment of Mr. Florin-Daniel Gavrilă as Director of the
company, for a mandate valid until November 15, 2027, in accordance with Board Decision No.
7/15.11.2023.
The authorized management composition of Lion Capital S.A. as of the effective date of this authorization
is as follows: Bogdan-Alexandru Drăgoi, Radu-Răzvan Străuț, Laurențiu Riviș, Florin-Daniel Gavrilă.
Authorization No. 34/22.03.2024 came into force on March 25, 2024, the date of its communication to Lion
Capital SA, and was published in the ASF Bulletin, electronic form.
OGM and EGM of April 29, 2024
The Board of Directors of Lion Capital S.A., in the meeting held on March 22, 2024, convened, pursuant to
art. 117 of Law no. 31/1990, the ordinary general meeting of shareholders (“OGM”) for April 29 (30), 2024,
at 10:00 am, and the extraordinary general meeting of shareholders (“EGM”) for April 29 (30), 2024, at 12:00
pm, at the company's headquarters in Arad, Calea Victoriei no. 35A.
The works of OGM and EGM were held at the first call on April 29, 2024, all documents pertaining to the
organization and conduct of the general shareholders' meetings, as well as the adopted resolutions, are
available on the company's website, www.lion-capital.ro, in the Investor Relations • General Shareholders’
Meetings section.
The Ordinary General Meeting of Shareholders approved:
● The standalone financial statements for the financial year 2023, based on discussions and reports
presented by the Board of Directors and the financial auditor, including the Lion Capital Remuneration
Report for 2023, in accordance with the provisions of Article 107, paragraph (6) of Law no. 24/2017
(republished), annexed to the annual report of the Board of Directors.
● The allocation of the net profit for the 2023 financial year, amounting to RON 417,255,132, to Other
Reserves as own financing sources.
● The consolidated financial statements prepared for the year ended December 31, 2023, based on
discussions and reports presented by the Board of Directors and the financial auditor.
● The discharge of the administrators from liability for their activity during the 2023 financial year.
● The Income and Expenses Budget and the Activity Program for the year 2024.
● The remuneration of the members of the Board of Directors for the 2024 financial year, at the level
established by the OGM resolution dated April 26, 2016.
● The general limits of all additional remunerations for the members of the Board of Directors and the
general limits of the remuneration for directors for the 2024 financial year, at the level established by
AGOA Resolution no. 7 of April 27, 2020.
The main items approved on the agenda of the Extraordinary General Meeting of Shareholders (EGMS)
relate to the implementation of a share buyback program for up to 1,500,000 own shares (“Program 8”),
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
58
aimed at distributing them free of charge to employees and members of the Company's management
(administrators, directors) under a Stock Option Plan.
Changes in Lion Capital S.A. Leadership
Lion Capital S.A. informed investors that on September 23, 2024, Mr Radu-Răzvan Străuț submitted his
resignation from all positions held within Lion Capital S.A., effective September 30, 2024. As of this date,
his mandates as a Board member, Vice Chairman, and Deputy CEO will terminate by operation of law. The
company’s leadership will continue under the remaining three directors.
At the meeting on September 25, 2024, the Board of Directors acknowledged Mr Radu-Răzvan Străuț’s
resignation from his positions as Board member and Deputy CEO and, by Decision no. 1 dated
November 28, 2024, approved the appointment of Mr Rachid El Lakis as interim Board member and Vice
Chairman of the Board. Mr El Lakis’s mandate will become effective only after obtaining authorization from
the Financial Supervisory Authority (ASF).
Results of the Public Tender Offer for Lion Capital Shares
On 5 September 2024, Lion Capital informed shareholders and investors that, in order to implement the
resolutions of the EGM no. 4 of April 27, 2023, and no. 3 of April 29, 2024, it had submitted to the Financial
Supervisory Authority (“ASF”) the Public Tender Offer Document for 2,490,000 shares issued by Lion
Capital, along with the accompanying documentation. SSIF SWISS CAPITAL S.A. was appointed as the
intermediary in the Public Tender Offer.
The Public Offer Document was approved by ASF Decision no. 957 of September 19, 2024, and the offer
was scheduled to take place between September 25, and October 8, 2024, at a price of RON 2.90 per share.
On October 11, 2024, a notification regarding the results of the Offer was published on the websites of the
Bucharest Stock Exchange and the Company. Within the offer, a total of 5,635,848 shares were tendered,
representing 1.1105% of the issuer’s share capital. The number of securities purchased amounted to
2,490,000 shares, with the total sum paid being RON 7,221,000. Settlement was executed through
Depozitarul Central (the Romanian Central Securities Depository) on October 11, 2024. Following the
closure of the offer, Lion Capital holds 2,490,000 treasury shares, representing 0.4906% of its share
capital.
The OGM and EGM of October 31, 2024
On September 20, 2024, the company’s Board of Directors, pursuant to Article 117 of Law No. 31/1990,
convened the Ordinary General Meeting of Shareholders (“OGM”) and the Extraordinary General
Meeting of Shareholders (“EGM”) for October 31 (November 1), 2024, at the company’s headquarters in
Arad, with October 15, 2024, set as the reference date.
The Ordinary General Meeting of Shareholders held on October 31, 2024, starting 10:00 hours, primarily
addressed the election of Board members for a four-year term (April 26, 2025 - April 26, 2029). Bogdan-
Alexandru Drăgoi, Rachid Lakis, Marcel Pfister, and Sorin Marica were elected as directors, subject to ASF
authorization/approval as per applicable regulations.
The Extraordinary General Meeting, held on October 31, 2024, starting 12:00 hours, approved the proposal
for the relocation of the company's headquarters from Arad to Bucharest, along with subsequent
proposals to dissolve and deregister the Bucharest Branch from the Trade Register (currently operating at
the proposed headquarters address). The current headquarters will become Arad Branch, with
corresponding updates to the Articles of Association.
Employment Contract Termination for Compliance Officer
Lion Capital S.A. informed investors that Mr Ioan-Eugen Cristea's employment contract as Compliance
Officer terminated by law on October 18, 2024, under Article 56(1)(c) of the Labour Code, following
fulfilment of standard retirement age and minimum contribution period requirements.
The role of Compliance Officer continues to be performed by Mr Ilie Gavra.
Appointment of Interim Director
Lion Capital S.A. informed investors that, during the meeting held on November 28, 2024, the Board of
Directors of the Company approved the appointment of Mr. Rachid El Lakis as interim director and Vice
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
59
President of the Board of Directors of Lion Capital SA. However, Mr. Rachid El Lakis will effectively
commence his mandate as director only after obtaining authorization from the Financial Supervisory
Authority for this position.
Previously, during the Board of Directors meeting on November 18, 2024, a decision was made to revoke
Board Resolution no. 3 of September 25, 2024, which had approved the appointment of Mr. Rachid El Lakis
as interim director and Vice President of the Board of Directors of Lion Capital SA, filling the vacancy on
the Board following the resignation of Mr. Radu Răzvan Străuț. This decision was taken in the context of the
correspondence exchanged with the Financial Supervisory Authority as part of the authorization/approval
procedure for Mr. Rachid El Lakis as interim director, during which the authority requested a revision of the
authorization documentation submitted.
Lion Capital's 2025 Financial Calendar
In accordance with the provisions of Article 247 of ASF Regulation no. 5/2018 on issuers of financial
instruments and market operations, as well as Article 92, Title II, Chapter VI, Section 2 of the Bucharest
Stock Exchange Rulebook, Lion Capital's Financial Calendar for the year 2025 was submitted on
December 20, 2024, for the information of investors, the Bucharest Stock Exchange, and the Financial
Supervisory Authority.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
60
6. SUBSEQUENT EVENTS
The subsequent events disclosed in the directors' report were not deemed to have an impact on the standalone financial
statements, being included here to provide an up-to-date and comprehensive view of the Company following the closure
of the financial reporting period.
Publication of Previous Performance Scenarios
On January 29, 2025, Lion Capital published on its website - in the Corporate Governance section, under
the subsection dedicated to FIAIR - Previous Performance Scenarios, a document prepared using data
publicly available as of December 31, 2024, in accordance with Delegated Regulation (EU) 653/2017. This
regulation, which supplements Regulation (EU) no. 1286/2014, establishes the technical standards
regarding the presentation, content, review, and amendment of Key Information Documents (KIDs) for
Packaged Retail and Insurance-based Investment Products (PRIIPs). This approach ensures that the
information provided to investors is updated, accurate, and compliant with the transparency and
comparability requirements for investment products. This periodically updated document presents the
monthly performance scenarios, calculated based on the evolution of the LION stock price on the
Bucharest Stock Exchange (BVB), and serves to ensure clear and continuous disclosure of the fund’s
historical performance, thereby facilitating proper investor understanding of the evolution of the
performance scenarios.
Publication of Preliminary Financial Results for FY 2024
On February 28, 2025, Lion Capital published the preliminary financial results for the year ended December
31, 2024, prepared in accordance with IFRS, through communication in the market (BVB/BSE) and posting
on the Company's website at www.lion-capital. ro.
Evaluation methods
As per the provisions of ASF Regulation no. 10/2015 (art. 19) and Regulation (EU) 231/2013 (art. 69-70), on
February 28, 2024, Lion Capital informed the investors upon maintaining the evaluation policies and
methods used for the measurement of the financial assets in the company's portfolio presented on the
company's website, at www.lion-capital.ro, under Portfolio Management • Net Asset • Methods for the
Measurement of Lion Capital’s Assets.
Additional information on the valuation methods for Lion Capital’s assets can also be consulted in
Chapter 3 of the Rules of the Fund, a document available to investors on company's website in the
Corporate Governance section, in the dedicated AIFRI subsection.
Publication of Key Information Documents
On March 5, 2025, Lion Capital published on its own website - in the Corporate Governance section, under
the FIAIR dedicated subsection, and in the Portfolio Management section, under the Net Asset subsection,
and submitted to ASF - the Key Information Document (KID) and the past Performance of Net Asset,
prepared using data publicly available as of December 31, 2024.
Based on Regulation (EU) no. 1286/2014, as supplemented by Delegated Regulation (EU) 653/2017
(amended by Delegated Regulation (EU) 2021/2268), these documents are prepared in accordance with
the technical standards imposed for the presentation, review, and amendment of key information. This
ensures clear and continuous disclosure of historical performance through a graph that illustrates the
annual evolution of net assets, calculated based on the unit values published at the end of each financial
year and representing the fund's absolute return. Such an approach facilitates the comparability and
understanding of performance trends, thereby contributing to informed investment decisions.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
61
7. PROPOSALS OF THE BOARD OF
DIRECTORS
Given this report, the Board of Directors submits for approval of the Ordinary General Meeting of
Shareholders convened for April XX (YY), 2025:
1. The standalone financial statements as of December 31, 2024, prepared pursuant to International
Financial Reporting Standards adopted by the European Union and ASF Rule no. 39/2015,
including:
- Standalone statement of profit or loss and other comprehensive income
- Standalone statement of financial position
- Standalone statement of changes in equity
- Standalone statement of cash flows
- Notes to the standalone financial statements
2. The proposal for the allocation of the net profit for the financial year ended December 31, 2024.
The frailty of the domestic economic environment, the atypical electoral context, the risk of increasing
taxation in order to reduce internal macroeconomic imbalances, may determine the emergence of periods
of volatility in the local capital market. To be able to absorb more easily potential shocks on capital
markets, but also to benefit from such short periods of volatility, the Board of Directors of Lion Capital S.A.
proposes for approval of the General Meeting of Shareholders not to distribute dividends and to maintain
a capitalization level of the Company as high as possible.
The Board of Directors proposes to the General Meeting of Shareholders the approval of allocating the net
profit for 2024, amounting to RON 161,734,652, to Other reserves as own funding sources.
3. Discharge from liability of the Board of Directors for the activity carried out during the financial
year 2024.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2024
62
This report is accompanied by the following annexes:
ANNEX 1
Separate Financial Statements as of December 31, 2024, prepared pursuant to International Financial Reporting
Standards adopted by the European Union and ASF Norm no. 39/2015
ANNEX 2
Statement of Lion Capital’s assets and liabilities as of December 31, 2024, and the detailed statement of investments
(as per Annexes no. 10 and 11 to Regulation no. 7/2020)
ANNEX 3
Compliance with the Code of Corporate Governance issued by Bucharest Stock Exchange (BVB)
ANNEX 4
Statement on the compliance with the principles of corporate governance as per ASF Regulation no. 2/2016
ANNEX 5 Annual Report of the Nomination and Remuneration Committee
ANNEX 6 Lion Capital’s Remuneration Report for 2024
ANNEX 7 Amendments to the Articles of Association in 2024
The version prepared in Romanian of the Annual Report of the Board of Directors (which is the official and
binding version) was approved by the Board of Directors of Lion Capital in the meeting held on March XX,
2025.
Bogdan-Alexandru DRĂGOI
Chairman of the Board of Directors

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LION CAPITAL S.A.
Separate financial statements
on 31 December 2024
Prepared in accordance with the International
Financial Reporting standards adopted by the
European Union and the Financial Supervisory
Authority's Rule of 39/28 December 2015 for the
approval of accounting regulations in accordance
with International Financial Reporting standards,
applicable to entities authorized, regulated and
supervised by the FAS in the financial instruments
and investment sector, as amended and
supplemented

Graphics
Contents
The report of the independant auditor
Separate financial statements
Individual statement of profit or loss and other
comprehensive income
1
The individual statement of financial position
2
Individual statement of changes in equity
3
–
4
Individual cash flow statement
5
Notes to the separate financial statements
6 – 60

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Individual statement of profit or loss and other comprehensive income
for the financial year ended 31 december 2024
1
In ROL
Note
31 december
2024
31 december
2023
Revenue
Income from dividends
7
194.431.012
151.903.565
Interest income (related to assets at fair value through
other comprehensive income, depreciated cost assets)
8
30.356.102
5.800.174
Interest income (related to assets at fair value through
profit and loss)
8
4.193.213
8.489.389
Other financial income
445.500
-
Other operating income
216.522
85.242
Investment gain/loss
Gain
/ (loss)
from investments in real estate
4.275
1.400.035
Gain /(loss) from exchange rate differences
(76.045)
1.165.018
Profit/loss on financial assets at fair value through the
profit and loss account
9
(20.600.123)
294.280.842
Expenses
Commission expenses
10
(5.768.681)
(5.068.294)
Other operational expenditure
11
(26.964.387)
(22.458.631)
Profit before tax
176.237.389
435.597.340
Income tax
12
(14.502.738)
(18.342.208)
Net profit of the financial year
161.734.652
417.255.132
Other comprehensive income
Items that are or may be transferred to retained
earnings
Change in fair value for financial assets measured
through other comprehensive income
16
382.638.911
512.870.764
Changes in the revaluation reserve , tangible assets
1.346.726
-
Retained earnings from the correction of accounting
errors
(32.848)
-
The effect of their deferred tax on profit
(47.836.827)
(70.239.838)
Other comprehensive income
336.115.962
442.630.926
Total overall result for the period
497.850.614
859.886.058
The result per share
Basic
0,3192
0,8222
Diluted
0,3192
0,8222
The individual financial statements were approved by the Management Board on 27 March 2025 and signed
on its behalf by:
Bogdan-Alexandru Dragoi Dusu Bogdan
Chairman Chief Financial Officer

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The individual statement of financial position
for the financial year ended 31 december 2024
2
In ROL
Note
31 december
2024
31 december
2023
Assets
Cash and cash equivalents
13
612.916.069
408.814.516
Other financial assets
14
32.521.102
730.106
Other assets
354.629
317.634
Financial assets measured at fair value through the
profit and loss account
15
1.732.319.946
1.900.476.975
Financial assets measured at fair value through
other comprehensive income (shares)
16
2.442.917.696
1.977.331.822
Financial assets measured at amortized cost
1.257.518
-
Assets representing rights to use the underlying
assets under the lease
2.243.002
227.961
Investments in real estate
11.913.467
14.363.411
Tangible assets
5.052.041
3.523.737
Total assets
4.841.495.470
4.305.786.163
Liabilities
Dividends to be paid
9.816.739
9.886.856
Other financial liabilities
17
2.898.559
12.402.436
Other liabilities and income recorded in advance
2.129.455
13.593
Lease liabilities
2.247.505
258.500
Deferred tax liabilities
18
230.787.752
182.852.994
Total liabilities
247.880.009
205.414.379
Equity
Share capital
19
50.751.006
50.751.006
Own shares
(7.221.000)
(2.494.800)
Losses on the repurchase of own shares
(151.959)
(31.973)
Gains or (
-
) loss on financial assets and liabilities
held for trading, net
2.399.100
2.159.850
Other reserves
19
2.116.822.166
1.699.567.034
Reserves from the revaluation of tangible assets
2.523.295
1.176.569
Legal reserves
19
10.150.201
10.150.201
Reserves from the revaluation of financial assets
designated at fair value through other
comprehensive income
16, 19
1.434.541.708
1.095.404.908
Retained earnings
19
983.800.944
1.243.688.988
Total equity
4.593.615.461
4.100.371.784
Total liabilities and equity
4.841.495.470
4.305.786.163
The individual financial statements were approved by the Management Board on 27 March 2025 and signed
on its behalf by:
Bogdan-Alexandru Dragoi Dusu Bogdan
Chairman Chief Financial Officer

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The individual statement of changes in equity for the financial year as at 31 December 2024
3
In ROL
Share capital
Own shares
Losses on
the asset-
liability
managem
ent
Legal
reserves
Restatement
financial assets
designated at
fair value
through other
comprehensive
income
Reserves
from the
revaluatio
n of
tangible
assets
Gains or (-) loss
on financial
assets and
liabilities held
for trading,
net
Other reserves
Retained
earnings
Total
Balance as at 1 January 2024
50.751.006
(2.494.800)
(31.973)
10.150.201
1.095.404.908
1.176.569
2.159.850
1.699.567.034
1.243.688.988
4.100.371.784
Profit for the financial year
-
-
-
-
-
-
-
-
161.734.652
161.734.652
The revaluation reserve of financial
assets transferred to the profit and
loss account
-
-
-
-
-
-
-
-
-
-
The revaluation reserve of financial
assets transferred to retained
earnings
-
-
-
-
3.922.447
-
-
-
(3.922.447)
-
Retained earnings from the
correction of accounting errors
-
-
-
-
-
-
-
-
(32.848)
(32.848)
The variation in the reserve
-
-
-
-
382.638.911
-
-
-
-
382.638.911
Revaluation of tangible assets
-
-
-
-
-
1.346.726
-
-
-
1.346.726
Related deferred income tax
-
-
-
-
(47.424.558)
-
-
-
(412.269)
(47.836.827)
Total overall result for the period
-
-
-
-
339.136.799
1.346.726
-
-
157.367.088
497.850.614
Other reserves - own resources
-
-
-
-
-
-
-
417.255.132
(417.255.132)
-
Dividends to be paid
-
-
-
-
-
-
-
-
-
Prescribed dividends
-
-
-
-
-
-
-
-
-
-
Profit or loss from the financial year
-
2.494.800
-
-
-
-
239.250
-
-
2.734.050
Repurchase of own shares
-
(7.221.000)
(151.959)
-
-
-
-
-
-
(7.372.959)
Cancel your own shares
-
-
31.973
-
-
-
-
-
31.973
Total transactions with
shareholders recognized directly
in equity
-
(4.726.200)
(119.986)
-
-
-
239.250
417.255.132
(417.255.132)
(4.606.936)
Balance as at 31 December 2024
50.751.006
(7.221.000)
(151.959)
10.150.201
1.434.541.708
2.523.295
2.399.100
2.116.822.166
983.800.944
4.593.615.461
The individual financial statements were approved by the Management Board on 27 March 2025 and signed on its behalf by:
Bogdan-Alexandru Dragoi Dusu Bogdan
Chairman Chief Financial Officer

Graphics
The individual statement of changes in equity for the financial year as at 31 December 2024
4
In ROL
Share capital
Own shares
Losses on
the asset-
liability
managem
ent
Legal
reserves
Restatement
financial assets
designated at
fair value
through other
comprehensive
income
Reserves
from the
revaluatio
n of
tangible
assets
Gains or (-) loss
on financial
assets and
liabilities held
for trading,
net
Other reserves
Retained
earnings
Total
Balance as at 1 January 2023
50.751.006
-
-
10.150.201
741.827.359
1.176.569
2.000.537
1.604.099.887
832.847.626
3.242.853.185
Profit for the financial year
-
-
-
-
-
-
-
-
417.255.132
417.255.132
The revaluation reserve of financial
assets transferred to the profit and
loss account
-
-
-
-
-
-
-
-
-
-
The revaluation reserve of financial
assets transferred to retained
earnings
-
-
-
-
(106.766.363)
-
-
-
106.766.363
-
The variation in the reserve
-
-
-
-
512.870.764
-
-
-
-
512.870.764
Revaluation of tangible assets
-
-
-
-
-
-
-
-
-
-
Related deferred income tax
-
-
-
-
(52.526.852)
-
-
-
(17.712.986)
(70.239.838)
Total overall result for the period
-
-
-
-
353.577.549
-
-
-
506.308.509
859.886.058
Other reserves
-
own resources
-
-
-
-
-
-
-
95.467.147
(95.467.147)
-
Dividends to be paid
-
-
-
-
-
-
-
-
-
-
Prescribed dividends
-
-
-
-
-
-
-
-
-
-
Profit or loss from the financial year
-
-
-
-
-
-
2.376.913
-
-
2.376.913
Repurchase of own shares
-
(4.712.400)
(60.393)
-
-
-
-
-
-
(4.772.793)
Cancel your own shares
-
2.217.600
28.420
-
-
-
(2.217.600)
-
-
28.420
Total transactions with
shareholders recognized directly
in equity
-
(2.494.800)
(31.973)
-
-
-
159.313
95.467.147
(95.467.147)
(2.367.460)
Balance as at 31 December 2023
50.751.006
(2.494.800)
(31.973)
10.150.201
1.095.404.908
1.176.569
2.159.850
1.699.567.034
1.243.688.988
4.100.371.784
The individual financial statements were approved by the Management Board on 27 March 2025 and signed on its behalf by:
Bogdan-Alexandru Dragoi Dusu Bogdan
Chairman Chief Financial Officer

Graphics
Individual cash flow statement
for the financial year ended 31 december 2024
5
In ROL
Note
31
december
2024
31
december
2023
Operating activities
Net profit of the period
161.734.652
417.255.132
Adjustments for:
Depreciation of tangible and intangible assets
554.389
526.264
Gain on disposal of tangible assets
(90.876)
-
Gain from the valuation of real estate investments
(4.275)
(1.400.035)
(Gain)/loss on financial assets at fair value through the profit and
loss account (shares and units)
20.600.123
(294.280.842)
Income from dividends
7
(194.431.012)
(151.903.565)
Interest income
8
(34.549.315)
(14.289.563)
Interest expense on the lease liability
17.297
22.234
(Impairment or (-) loss on financial assets and liabilities at fair value
through profit or loss
76.045
(136.295)
Gains or (
-
) loss on financial assets and liabilities held for trading,
net
3.179.550
2.315.317
Income tax
12
14.502.738
18.342.208
Changes in the assets and liabilities associated with the
operating activity
Changes in other assets (claims, etc.)
121.200
109.301
Changes in other financial liabilities
1.642.201
(675.389)
Income tax paid
(14.170.287)
(19.871.237)
Net cash used in operating activities
(40.817.572)
(43.986.470)
Investment activities
Payments for acquisition of financial assets measured at fair value
through other comprehensive income (share)
16
(83.373.322)
(23.748.220)
Proceeds from the sale of financial assets measured at fair value
through other comprehensive income (shares)
16
426.359
183.810.181
Proceeds from the sale/redemption of assets at fair value through
the profit and loss account (shares, units, bonds)
15
230.699.399
168.740.454
Payments for the acquisition of assets at fair value through the
profit and loss account (shares)
15
(111.024.212)
(56.689.483)
Payments for the purchase of assets at amortized cost (bonds)
(1.242.744)
-
Proceeds from the sale of property, plant and equipment
2.090.358
464.057
Payments for the acquisition of tangible assets
(428.356)
(73.588)
Dividends received
185.679.001
146.223.963
Interest earned
29.750.622
12.674.637
Net cash from investment activities
252.577.105
431.402.001
Financing activities
Lease payments
(274.831)
(287.920)
Dividends paid
(70.118)
(155.454)
Repurchase of own shares
(7.313.032)
(4.772.793)
Net cash used in financing activities
(7.657.980)
(5.216.166)
Net increase/decrease in cash and cash equivalents
204.101.552
382.199.364
Cash and cash equivalents on 1 January
408.814.516
26.615.152
Cash and cash equivalents as at 31 December
612.916.069
408.814.516
The individual financial statements were approved by the Management Board on 27 March 2025 and
signed on its behalf by:
Bogdan-Alexandru Dragoi Dusu Bogdan
Chairman Chief Financial Officer

Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
6
The reporting company
Lion capital S.A. (‘the company’) was established under Law No 133/1996 by the reorganization and
conversion of the Banat-Crisana private property Fund and is a public limited company operating under
Law No 31/1990. The company is established as a self-managed investment company authorized by the
Financial Supervisory Authority as alternative Investment Fund Manager (AIFM) - authorization No
78/09.03.2018, classified according to the provisions of Law No 243/2019 as a closed, diversified
alternative Investment Fund for retail investors (FIAIR). The Financial Supervisory Authority has issued
authorization No 130/01.07.2021 authorizing Lion capital S.A. as an alternative Investment Fund for retail
investors (F.I.A.I.A.).
The company also draws up consolidated financial statements as the ultimate parent for the group
entities.
Lion capital S.A. has its registered office in Arad, Calea Victoriei, nr. 35 A, Arad county, code 310158, tel:
0257.304.438, Fax: 0257.250.165. The registration number from the Office of the Register of Commerce
is: J02/1898/1992, and the unique Code of tax registration is: RO 2761040.
The objects of the company are:
● portfolio management;
● risk management;
● other activities carried out in the framework of the collective management of an investment
fund, permitted by applicable law.
The company’s shares are listed on the Bucharest stock Exchange with effect from 1 November 1999 and
are traded on the regulated market in Premium category with the indication of lion.
The company’s depository company, since 28.11.2019, has been the Romanian commercial Bank (BCR),
until that date (since 29.01.2014) being BRD Groupe Société Générale.
The register services company is the Central depository OF THE BUCHAREST CENTRAL SA.
The bases of the preparation
(A) the Declaration of conformity
The separate financial statements have been prepared in accordance with the International Financial
Reporting standards (IFRSs) adopted by the European Union and the Financial Supervisory Authority (FSA)
Regulation No 39/28 December 2015 for the approval of accounting regulations in accordance with
International Financial Reporting standards, applicable to authorized entities, Regulated and supervised
by the ASF in the financial instruments and investment sector, as amended and supplemented thereafter
(hereinafter referred to as ‘the rule ’) .
Users of such separate financial statements shall read these statements together with the consolidated
financial statements of the Group for the year ended 31 December 2024 in order to obtain full
information about the financial position, the results of the operations and the cash flows of the group as
a whole.
The individual financial statements were approved by the Board of Directors at its meeting on 27 March
2025.
- Reporting by segment
Business segments are reported in a manner compatible with internal reporting, analyzed by the main
decision maker of the company (board of directors). He is responsible for resource allocation and
evaluation of performance of operational segments. Reporting segments whose income, result or assets
are ten or more percent of all segments are reported separately. The company manages all activities as a
single Reportable segment of activity.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
7
(B) the presentation of separate financial statements
The company has adopted a liquidity-based presentation in the statement of financial position and a
presentation of income and expenses by nature in the statement of comprehensive income, Considering
that these presentation methods provide information that is credible and more relevant than would have
been disclosed under other methods permitted by IAS 1 presentation of Financial statements.
(c) the basis for the assessment
The separate financial statements are prepared on the basis of the business continuity principle and the
fair value agreement for financial assets and liabilities, at fair value through the profit and loss account or
other comprehensive income.
Other financial assets and liabilities, as well as non-financial assets and liabilities, are presented at
amortized cost, revalued value or historical cost.
The methods used to measure fair value are described in Note 3(e)(iii) and Note 5.
(D) functional and presentation currency
The management of the company considers the functional currency, as defined by IAS 21 ‘effects of
changes in the exchange rate’, to be the Romanian leu (RON or lei). The individual financial statements
are presented in lei, rounded to the nearest leu, the currency which the management of the company has
chosen as the presentation currency.
(E) the use of estimates and judgments
The preparation of individual financial statements in accordance with IFRS requires management to use
estimates, judgments and assumptions that affect the application of accounting policies and the reported
amount of assets, liabilities, income and expenses. The estimates and assumptions associated with these
judgments shall be based on historical experience as well as other factors considered reasonable in the
context of those estimates. The results of these estimates shall form the basis for judgments on the book
values of assets and liabilities that cannot be obtained from other sources of information. The results
obtained may differ from the estimates.
The estimates and the underlying assumptions shall be reviewed periodically. Revisions to accounting
estimates shall be recognized in the period in which the estimate is revised, if the revision only affects
that period, or the period in which the estimate is revised, and future periods if the revision affects both
current and future periods.
Management judgments in applying IFRS that have a material effect on the individual financial statements
as well as estimates that involve a material risk of a material adjustment during the next year are
presented in Note 5.
(F) changes in accounting policies - information on accounting policies with material impact
The company adopted the “presentation of accounting policies (amendments to IAS 1 and Declaration 2
on IFRS practice)” document as of 1 January 2023. The management reviewed accounting policies in this
context and the amendments did not lead to changes in the accounting policies themselves.
The details of the amendments and their application have already been presented in the 2023 set of
separate financial statements.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
8
Accounting policies with material impact
The accounting policies presented below have been applied consistently over all periods presented
within these separate financial statements.
(A) subsidiaries and associates
Subsidiaries are entities under the control of the company. The company controls an investee when
exposed or has rights to variable returns on the basis of its involvement with the investee and has the
ability to influence those returns through its power over the investee. Potential or convertible voting
rights that are then exercisable shall also be taken into account at the time of the valuation of the control.
Associates are those companies in which the company can exercise significant influence, but not control,
over financial and operational policies.
The list of subsidiaries and the list of associated entities as at 31 December 2024 and 31 December 2023
are set out in Note 22 to the separate financial statements.
In separate financial statements, investments in subsidiaries and associates are accounted for as financial
assets at fair value through the profit or loss account in accordance with accounting policy 3e), except for
consolidated subsidiaries (Muntenia Investment Management Company and property Management) that
are accounted for as financial assets at fair value through other comprehensive income.
(B) transactions in foreign currency
Transactions denominated in foreign currency are recorded in lei at the official exchange rate on the
settlement date of the transactions. The currency assets and liabilities recorded in currencies at the date
of the statement of financial position shall be converted into a functional currency at the rate of that day.
Gains or losses on monetary items are the difference between the amortized cost expressed in functional
currency at the beginning of the reporting period, adjusted with effective interest and payments over the
period, and the cost amortized into foreign currency converted into functional currency at the closing rate
of the period.
Settlement gains or losses are recognized in the profit and loss account, except where the exchange
differences arise from the translation of financial instruments classified as measured at fair value through
other comprehensive income that is included in the reserve arising from the change in the fair value of
those financial instruments, and where the exchange differences arise from the carrying amount of
financial instruments classified at fair value through profit or loss that are presented as fair value gains or
losses.
The exchange rates of the main foreign currencies were:
Currency
Spot rate
31 december 2024
Spot rate
31 december 2023
EUR 4,9741 4,9746
USD
4,7768
4,4958
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
9
(c) cash and cash equivalents
Cash comprises cash in cash and at banks and deposits on demand.
Cash equivalents are highly liquid short-term financial investments which are easily convertible into cash
and which are subject to an insignificant risk of value changes.
When drawing up the cash-flow statement, cash and cash equivalents were considered to be cash, cash,
current accounts with banks and deposits with an original maturity of less than 90 days.
(D) financial assets and liabilities
Financial instruments in accordance with IFRS 9 include the following:
● Investments in equity instruments (shares);
On 31 December 2024 and 31 December 2023 the shares are measured at fair value through profit
or loss or at fair value through other comprehensive income.
● Investments in debt instruments (bonds and loans);
On 31 December 2024 and 31 December 2023 investments in debt instruments held are measured
at fair value through profit and amortized cost.
● Trade receivables and other receivables;
● Cash and cash equivalents;
● Participating interests in subsidiaries and associates; associates and joint ventures;
● Financial liabilities;
● Bonds.
For more details see the chapters below
i. Classification
The financial instruments held are disclosed by the company in accordance with IFRS 9 as financial assets
and financial liabilities.
The company presents financial assets at amortized cost, at fair value through other comprehensive
income or at fair value through profit or loss based on:
(a) the business model of the entity for the management of financial assets; and
(b) the characteristics of the contractual cash flows of the financial asset.
The business model
● Is the way an entity manages its financial assets to generate cash flows: Collection, sale of assets ,
or both, for trading ;
● Its determination is made factually, taking into account: How their performance is measured and
reported , the existing risks and how they are managed, and how management is compensated
(based on fair value or the cash flows associated with these investments).
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
10
The business model for holdings for which the FVTOCI option was selected at the transition date or initial
recognition date
● the effective management of a diversified portfolio of quality assets capable of ensuring a
steady flow of income, preserving and increasing capital over the medium to long term, with the
aim of increasing shareholder value and achieving the highest returns on the capital invested;
● The differentiated approach taken by the undertaking for each of its holdings aims at making an
aggregate return resulting from dividend and capital gains.
Template of assets held for collection (amortized cost)
● Managed to realize cash flows by collecting principal and interest over the life of the instrument;
● Holding up to maturity is not required, but there must be a clear intention to collect cash flows
● There are categories of sales transactions that are compatible with this model: Those due to
increased credit risk, limited or insignificant sales in value terms or sales at close to maturity of
the instruments;
● Interest income, impairment gains or losses and exchange rate differences are recognized in
profit and loss;
● The carrying-out of these assets (assuming that the SPI* criterion is also met and the option of
fair value through profit or loss has not been selected) shall be at amortized cost (using the
effective interest method, i.e. an asset depreciation method based on expected cash flows).
* SPI – payments for principal and interest only.
Assets held for collection and sale (FVTOCI) model
● Managed both to realize cash flows from collection and through the (full) sale of assets;
● The entity shall apply those amendments in accordance with IFRS 9. An exact numerical
threshold is not specified for sales compatible with this model, but frequent sales may affect the
classification.
● The purpose of these sales may be: To manage current liquidity needs, to maintain a specific
structure of returns obtained, or to optimize the balance sheet of the entity (linking the duration
of the financial assets to that of the financial liabilities);
● The carrying-out of these assets (assuming that the SPI criterion is also met and the fair value
option through profit and loss has not been selected) is at fair value through other
comprehensive income (using the effective interest method; expected interest, credit gains or
losses and foreign exchange differences — in profit and loss/change in the fair value of these
instruments — in other comprehensive income, amounts recognized in other comprehensive
income are reclassified by profit and loss on derecognition of the asset).
Other business model (FVTPL)
● Assets managed for the purposes of cash flow through sale;
● The collection of the cash flows associated with these investments is incidental, is not the
purpose of holding the assets to collect principal and interest;
● Assets whose performance is managed and reported on the basis of their fair value;
● The carrying amount of these investments shall be realized at fair value through the profit and
loss account.
SPI test
It contains criteria that assess the extent to which the cash flow structure of a debt instrument
fits into the pattern of a basic lending agreement (interest reflects the amount over time of
money, the credit risk associated with the principal, the hedging of other risks and costs
associated with lending, and a margin of profit).
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
11
There are a number of indicators that indicate whether the debt instruments held should be
measured at fair value through profit and loss:
● Certain non-standard interest rates;
● the presence of leverage;
● some hybrid instruments (include an embedded derivative).
There are also indicators that, while requiring fair value reflection, may in certain circumstances
be consistent with the SPPI criterion and those assets may still be accounted for at amortized
cost:
● the existence of an option to early repayment or extend the term of the asset;
● unrecourse assets guaranteeing repayment of the debt;
● contractual-related instruments.
Financial assets measured at fair value through profit or loss account (FVTPL)
A financial asset shall be measured at fair value through profit or loss, unless it is measured at amortized
cost or at fair value through other comprehensive income according to the criteria set out in the
applicable accounting standards (for example, the SPI criterion for financial assets).
Financial assets measured at fair value through other comprehensive income (FVOCI)
A financial asset, such as debt instruments, shall be measured at fair value through other comprehensive
income if both of the following conditions are met:
(a) the financial asset is held under a business model whose objective is to collect contractual cash flows
and sell financial assets; and
(b) the contractual terms of the financial asset give rise, on certain dates, to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
The company may make an irrevocable choice on initial recognition for certain investments in equity
instruments that would otherwise be measured at fair value through profit or loss to present subsequent
changes in fair value in other comprehensive income.
Financial assets measured at amortized cost
A financial asset shall be measured at amortized cost if both of the following conditions are met:
(a) the financial asset is held under a business model whose objective is to hold financial assets to collect
contractual cash flows; and
(b) the contractual terms of the financial asset give rise, on certain dates, to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial liabilities
Financial liabilities are measured at fair value through profit or loss (FVTPL) if:
- “other financial liabilities” shall include the carrying amount of the financial assets held for
trading, as defined in article 4
- Designated as FVTPL on initial recognition (if specific conditions are met).
The other financial liabilities are measured at amortized cost.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
12
ii. Recognition
Financial assets and liabilities shall be recognized on the date on which the company becomes a
contractual party to the terms of that instrument. When the company first recognizes a financial asset, it
shall classify it: At amortized cost, at fair value through profit or loss or at fair value through other
comprehensive income) of IFRS 9 and measure it in accordance with IFRS 9 (a financial asset or financial
liability is measured at its fair value plus, respectively, the transaction costs directly attributable to the
acquisition or issue of the asset or liability.)
When initial recognition of an investment in equity instruments that is not held for trading, the company
may irrevocably choose to present subsequent changes in fair value in other comprehensive income. This
option applies to each instrument as appropriate.
At the date of transition to IFRS 9, shares that were classified as available for sale in accordance with IAS
39 were measured in accordance with IFRS 9 at fair value through other comprehensive income in the
light of the specific circumstances. These securities are primarily held for the long term and have been
designated as measured at fair value through other comprehensive income.
All financial assets that are not classified as measured at amortized cost or at fair value through other
comprehensive income as described above shall be measured at fair value through profit or loss. In
addition, at initial recognition, the company may irrevocably designate that a financial asset, which
otherwise meets the requirements to be measured at amortized cost or at fair value through other
comprehensive income, is measured at fair value through profit or loss, if this eliminates or significantly
reduces an accounting mismatch that would arise if it were otherwise done.
iii. Assessment
After initial recognition, the company shall measure the financial assets:
a. Amortized cost;
b. Fair value through other comprehensive income; or
c. Fair value through profit or loss.
After initial recognition, the company shall measure financial liabilities in accordance with IFRS 9. Thus,
the company will classify all financial liabilities at amortized cost, except:
a. financial liabilities measured at fair value through profit or loss;
b. financial liabilities that arise where the transfer of a financial asset does not meet the conditions for
derecognition;
c. Financial collateral arrangements, measured at the greater of the amount of the loss provision to the
amount initially recognized less the cumulative income (IFRS 15);
d. Liabilities for the provision of a loan at an interest rate below the market value, measured at the
higher of the amount of the loss provision to the amount initially recognized less the cumulative
income (IFRS 15);
e. Contingent consideration recognized by an acquirer in a business combination to which IFRS 3
applies.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
13
Fair value measurement
The amortized cost of a financial asset or financial liability is the amount at which the financial asset or
financial liability is measured after initial recognition less principal repayments, plus or minus the
accumulated depreciation using the effective interest method for each difference between the original
value and the outstanding amount, and minus any write-down for any estimated credit losses.
The effective interest rate is the rate that accurately updates future cash payments and receipts over the
expected life of the financial instrument up to the level of the gross carrying amount of the financial asset
that is the amortized cost of the financial liability. When calculating the effective interest rate, the
company shall estimate the cash flows taking into account all contractual terms of the financial
instrument, but shall not take into account future losses from the change in credit risk. The calculation
shall include all commissions and points paid or received by the parties to the contract that form an
integral part of the effective interest rate, transaction costs and all other premiums and discounts.
Fair value measurement
Fair value is the price that would have received when selling an asset or paid for the transfer of a liability
in a normal transaction between main market participants at the measurement date or in the absence of
the principal market, The most advantageous market to which the company has access on that date.
The company measures the fair value of a financial instrument using prices quoted on an active market
for that instrument. A financial instrument has an active market if quoted prices are readily available for
that instrument on a regular basis. The company measures the instruments quoted on active markets
using the clearing price.
A financial instrument is considered to be quoted on an active market where quoted prices are
immediately and regularly available from an exchange, dealer, broker, industry association, pricing
service or regulatory agency, and these prices reflect real and regular transactions carried out under
objective market conditions.
Shares listed on an active market are all those shares admitted to trading on the stock exchange or on
the alternative market and presenting frequent transactions. The market price used to determine fair
value shall be the close-out price of the market on the last trading day before the measurement date.
The fund units are valued on the basis of the net asset unit value (VUAN) as calculated by the fund
manager using close-out quotes. For all funds, prices (net asset value per unit) are easily and regularly
available to the company. For all funds, transactions in units take place on a regular basis under normal
market conditions.
The company also considers that the frequency is sufficient given the characteristics of the asset, with the
subscription and redemption intervals set by the fund manager and the transactions taking place at the
quoted price (VUAN) not adjusted. The company considers that the NAV of each fund is representative of
fair value at 31 december 2024.
The government bonds are valued on the basis of the available market shares of Bloomberg for the issue,
multiplied by the denomination per unit.
In the absence of a price quote on an active market, the company uses valuation techniques. The fair
value of financial assets not sold on an active market is determined by authorized valuers.
Valuation techniques include techniques based on the use of observable inputs , such as the quoted
price of the identical item held by another party as an asset, in a market that is not active and for assets
for which observable prices are not available, valuation techniques based on discounted cash flow
analysis, and other valuation methods commonly used by market participants. These include the method
of comparison with similar instruments for which there is an observable market price, i.e.
the percentage
of the net assets of such undertakings adjusted for a minority holding discount and a liquidity-free
discount,
making full use of market information, based as little as possible on company-specific
information
. The company shall use valuation techniques that maximize the use of observable data and
minimize the use of unobservable data.
Valuation techniques shall be used consistently.
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Notes on individual financial statements
for the financial year ended 31 december 2024
14
iv. The identification and measurement of expected credit losses
The entity shall recognize an adjustment for expected credit losses on a financial asset that is measured
in accordance with IFRS 9 (debt instruments measured at amortized cost or at fair value through other
comprehensive income), a debt arising from a lease, a loan commitment and a financial collateral
arrangement.
The company applies the expected credit loss provisions to recognize the loss adjustment on assets
measured at fair value through other comprehensive income (debt instruments that meet the criteria in
IFRS 9 — assets held for the purpose of collecting cash flows and selling, whose cash flow is exclusively
principal repayments or interest payments). The adjustment thus determined shall be recognized on the
other comprehensive income and shall not reduce the carrying amount of the financial asset in the
statement of financial position.
This is the total amount of technical provisions calculated as a whole (other than non-life) for life other
than non-life (non-life), non-life (non-life).
- Expected credit losses for 12 months if credit risk has not increased significantly since initial
recognition;
- The entity shall apply those requirements to the extent that it is recognized that the credit risk of
the financial instrument is significant.
The company uses a simplified approach according to which it considers that credit risk has not increased
significantly since initial recognition if the financial asset has a low credit risk at the reporting date and
has an external rating of the “investment recommended category”. On the basis of the information
available, it was concluded that no events leading to a significant increase in credit risk or default events
have taken place.
An entity shall recognize in profit or loss, as expected credit gain or loss, the amount of expected losses
recognized or reversed, required to affect the adjustment for losses at the reporting date to the level
required by IFRS 9.
The entity shall measure the expected credit losses of a financial instrument so that it represents:
- An unbiased value resulting from weighting several possible outcomes according to their
associated probability;
- The amount of money over time;
- Reasonable information available without disproportionate cost or effort at the reporting date.
This is the absolute value of the liabilities sensitive to the spread risk on securitisation positions, after the
loss adjustments due to the aggregation of the risk-free interest rate term positions, after the loss
adjustments due to the aggregation of the risk-free interest rate term positions. A financial instrument
shall be considered low risk if:
- The obligor has a large ability to meet obligations associated with short-term contractual cash
flows;
- Adverse changes in the economic and business environment may, but need not, reduce the
ability of the debtor to fulfill his obligations.
In the assessment of low credit risk for issuers, no collateral shall be taken into account. In addition,
financial instruments are not considered to be low risk solely because they have a lower risk than other
instruments issued by the obligor or in comparison to the credit risk prevailing in the geographical region
or jurisdiction in which the obligor operates.
The company uses mainly available external credit risk ratings in its credit risk assessment.
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Notes on individual financial statements
for the financial year ended 31 december 2024
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The gain or loss on the disposal of a financial asset or financial liability measured at fair value through
profit or loss is recognized in current profit or loss.
When recognizing equity instruments designated as financial assets measured at fair value through other
comprehensive income, gains or losses representing favorable or unfavorable valuation differences as
evidenced in revaluation reserves shall be recognized in other comprehensive income (Carrying amount
of net realized surplus — IFRS 9).
When derecognition of financial assets, retained earnings from the date of transition to IFRS 9 shall be
transferred to a retained earnings of excess profit.
A gain or loss on a financial asset that is measured at amortized cost is recognized in current profit or loss
when the asset is derecognized.
v. Unrecognition
The company derecognizes a financial asset when the rights to receive cash flows from that financial
asset expire, Or when the company transferred the rights to receive the contractual cash flows of that
financial asset in a transaction in which it substantially transferred all the risks and benefits of the
ownership.
Any interest in transferred financial assets retained by the company or created for the company is
recognized separately as an asset or liability.
The company derecognizes a financial liability when the contractual obligations are terminated or
contractual obligations are written off or expire.
The derecognition of financial assets and liabilities shall be accounted for using the weighted average
cost method. This method assumes that the value of each item is calculated on the basis of the weighted
average value of similar items in stock at the beginning of the period and the value of similar items
purchased during the period.
vi. Gains and losses
In the case of a financial asset or financial liability that is not a part of a hedging relationship, the entity
shall recognize the fair value of the financial asset or financial liability that is recognized as follows:
a. Gains or losses on financial assets or financial liabilities classified as measured at fair value through
profit or loss are recognized in profit or loss;
b. Gains or losses on a financial asset measured at fair value through other comprehensive income are
recognized in other comprehensive income.
Gains on shares measured at fair value through other comprehensive income are recognized as follows:
- Changes in fair value (including foreign exchange) to other comprehensive income — these gains
will never be recycled to the profit and loss account, even on derecognition (as opposed to FVOCI
debt instruments);
- Dividend income is recognized in profit or loss.
Gains on debt instruments (bonds):
- Changes in fair value (including foreign exchange) in the other profit and loss account
- Interest income is recognized in profit or loss
- Gains or (-) losses on financial assets and liabilities held for trading, net
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Notes on individual financial statements
for the financial year ended 31 december 2024
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When the asset is derecognized, accumulated losses or gains previously recognized in other
comprehensive income:
- they are reclassified from equity to profit or loss in the case of debt instruments;
- they are transferred under retained earnings in the case of equity instruments (shares).
When the financial assets are depreciated or derecognized at amortized cost and through the
amortization process, the company recognizes a gain or loss in the profit or loss account.
For financial assets recognized using settlement date accounting, no change in the fair value of the asset
to be received during the period between the trading date and the settlement date is recognized for
assets recorded at cost or at amortized cost (except impairment losses). For assets accounted for at fair
value, however, the change in fair value shall be recognized in profit or loss or in equity, as applicable.
(E) other financial assets and liabilities
Other financial assets and liabilities are measured at amortized cost using the effective interest method.
(F) tangible assets
i. Recognition and measurement
Tangible assets recognized as assets are valued initially at cost. The cost of an item of property, plant and
equipment shall consist of the purchase price, including recoverable taxes, after deduction of any price
reductions of a commercial nature and any costs attributable directly to the asset being brought to the
location and under the condition that it may be used for the desired management purpose, such as:
expenses for employees arising directly from the construction or acquisition of the asset, site
development costs, initial delivery and handling costs, installation and assembly costs, professional fees.
Tangible assets are classified by the company into the following classes of assets of the same nature and
of similar use:
- Land and buildings;
- Technical installations and means of transport;
- Other equipment, machinery and furniture.
vii.ii. Valuation after recognition
After recognition as an asset, items of property, plant and equipment that can be reliably measured in
fair value are accounted for at a revalued amount, this being fair value at the revaluation date less any
subsequent accumulated depreciation and any accumulated impairment losses. Other tangible assets are
measured at cost less accumulated depreciation and any impairment losses.
Remeasurements shall be made regularly to ensure that the carrying amount does not differ significantly
from what would have been determined by using fair value at the end of the reporting period.
If an item of property, plant and equipment is revalued, then the whole class of property, plant and
equipment to which that item belongs shall be revalued.
If the carrying amount of an asset is increased as a result of a revaluation, the increase is recognized in
other comprehensive income and accumulated in equity as a revaluation surplus.
However, the mark-up will be recognized in profit or loss to the extent that it compensates for a
decrease from the revaluation of the same asset previously recognized in profit or loss.
If the carrying amount of an asset is impaired as a result of a revaluation, this reduction shall be
recognized in profit or loss.
However, the discount will be recognized in other comprehensive income to the extent that the
revaluation surplus presents a creditor balance for that asset. Transfers from revaluation surplus to
retained earnings shall not be made through profit or loss.
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Notes on individual financial statements
for the financial year ended 31 december 2024
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vii.iii. Subsequent costs
Subsequent costs of tangible fixed assets shall be assessed in the light of the general criterion for the
recognition of tangible assets, namely:
- Whether the future economic benefits associated with the asset are likely to be input;
- Whether these costs can be measured credibly.
The daily maintenance costs ("Repair and maintenance expenses") of tangible assets are not capitalized;
they are recognized as costs of the period in which they occur. These costs consist mainly of labor and
consumables, and may also include the cost of low value components.
Charges for the maintenance and repair of tangible fixed assets shall be recorded in the profit or loss
account when they arise, and significant improvements to tangible fixed assets which increase their value
or life, or which significantly increase their ability to generate economic benefits, shall be capitalized.
vii.iv. Cushioning
Depreciation is calculated for the cost of the asset or another value that replaces the cost less the
residual value. Depreciation shall be recognized in the profit or loss account using the linear method for
estimated useful life of tangible assets.
The estimated useful lives for the current period and for the comparative periods are as follows:
Construction
10-50 years
Equipment, technical installations and
machinery
3-30 years
Means of transport
4-12 years
Furniture and other property, plant and
equipment
3-20 years
Depreciation methods, estimated useful life as well as residual values shall be reviewed by the
management at each reporting date.
(v) the sale/disposal of tangible assets
The carrying amount of an item of property, plant and equipment is derecognized (removed from the
statement of financial position) on disposal or when no future economic benefit is expected from its use
or disposal.
Tangible assets that are scrapped or sold are removed from the balance sheet together with the
corresponding accumulated depreciation. Any profit or loss resulting from such a transaction shall be
included in the current profit or loss account.
(G) investments in real estate
An investment property is real estate (land, building or part of a building) owned by the company rather
to obtain rental income or to increase the value of capital (as is the case with the company), or both,
except for use in the production or supply of goods or services or for administrative purposes or to be
sold in the normal course of business.
(i) recognition
An investment property shall be recognized as an asset if, and only if, the future economic benefits
associated with the investment property are likely to accrue to the investment property and the cost of
the investment property can be measured reliably.
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Notes on individual financial statements
for the financial year ended 31 december 2024
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( Ii ) assessment
Measurement on recognition
An investment property shall initially be valued at cost, including transaction costs. The cost of an
investment property purchased includes its purchase price plus any directly attributable expenses (e.g.
professional fees for the provision of legal services, fees for the transfer of ownership and other
transaction costs).
Valuation after recognition
Fair value model
After initial recognition, all investments in real estate are measured at fair value, except where fair value
cannot be reliably determined on a continuous basis.
In exceptional circumstances where, at the time of the first purchase of an investment property, there is
clear evidence that the fair value of the investment property cannot be reliably determined on a
continuous basis, the firm shall measure that investment property using the cost model. All other
investments in real estate are measured at fair value. If the entity has previously measured an investment
property at fair value, then it will continue measuring that investment property at fair value until the
disposal.
Gains or losses arising from changes in the fair value of investments in property are recognized in the
profit or loss for the period during which they occur.
The fair value of investment property shall reflect market conditions at the end of the reporting period.
(iii) recognition
The carrying amount of an investment property is derecognized (eliminated from the statement of
financial position) at the time of disposal or when the investment is definitively withdrawn from use and
no future economic benefits are expected to arise from its disposal.
Gains or losses on disposal or disposal of an investment property shall be recognized in profit or loss
during the period of disposal or disposal.
(H) impairment of non-financial assets
The carrying amount of the company’s non-financial assets other than deferred tax assets shall be
reviewed at each reporting date to identify the existence of impairment signs. Where such indications
exist, the recoverable amount of the assets in question shall be estimated.
An impairment loss is recognized when the carrying amount of its cash-generating asset or unit exceeds
the recoverable amount of the cash-generating asset or unit.
A cash-generating unit is the smallest identifiable group that generates cash and is independant of other
assets and groups of assets. Impairment losses shall be recognized in the profit and loss account.
The recoverable amount of an asset or a cash-generating unit is the maximum of its value in use and its
fair value less the costs of selling that asset or unit. For the determination of the net use value, future
cash flows are discounted using a pre-tax discount rate reflecting current market conditions and risks
specific to the asset.
The amount of cash outflows reported in item 1.3, which derives from non-trading non-derivative
financial assets measured at fair value through profit or loss. The impairment loss shall be resumed if
there has been a change in the estimates used to determine the recovery value. The carrying amount of
the asset shall be reported in this item.
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Notes on individual financial statements
for the financial year ended 31 december 2024
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(i) share capital and own shares
Ordinary shares are recognized in the capital. The incremental costs directly attributable to an issue of
ordinary shares are deducted from the capital net of the effects of taxation.
For the purposes of preparing IFRS-compliant individual financial statements, the company also applied
the provisions of IAS 29 ‘Financial Reporting in hyperinflationary economies’ adjusting the share capital to
be expressed in the current unit of measurement on 31 December 2003.
The company recognizes the redemptions of equity shares at the trade date as a reduction in equity.
Repurchased equity shares are recorded at acquisition value, brokerage commissions and other costs
directly related to the acquisition being recognized in a separate account as also a reduction in equity.
The cancellation of its own shares shall be subject to the approval of the shareholders, subject to all legal
requirements relating to the operation. On derecognition, the company uses the share capital accounts
(for nominal value), i.e. retained earnings (for the difference between acquisition cost and nominal value)
against the canceled own shares.
(J) provisions for liabilities and charges
Provisions shall be recognized in the statement of financial position where a past-event obligation arises
for the undertaking and it is likely that in the future it will be necessary to consume economic resources
to discharge this obligation and a reasonable estimate of the amount of the obligation may be made. For
the purpose of determining the provision, future cash flows shall be discounted using a pre-tax discount
rate reflecting current market conditions and risks specific to that liability. The amount recognized as a
provision constitutes the best estimate of the expenses required to settle the current obligation at the
end of the reporting period.
(k) income and interest charges
Income and interest expenses are recognized in the separate statement of profit or loss by the effective
interest method. The effective interest rate is the rate that accurately updates future cash payments and
receipts over the expected life of the financial instrument up to the level of the gross carrying amount of
the financial asset that is the amortized cost of the financial liability. Interest income shall include the
financing component of a contract for the disposal of financial assets, if significant and resulting, implicitly
or explicitly, from the terms of the contract.
(l) income from dividends
Dividends on an equity instrument classified at fair value through other comprehensive income at that
fair value through profit or loss are recognized in profit or loss when the entity’s right to receive those
amounts is determined, Unless these amounts represent a substantial return on the cost of the
investment, in accordance with IFRS 9.
The company does not register dividend income on shares received free of charge when they are
distributed proportionally to all shareholders.
Dividend income is recorded gross value including tax on dividends (2024 : 8%, 2023: 5% and 27,5%) ,
which is recognized as a current expense on corporate tax. Their accounting recognition is made after the
date of registration, which identifies the shareholders on which the resolutions of the general meeting of
shareholders are passed, having regard to the number of shares held by the company at the date of
registration and the gross dividend/share approved by those resolutions.
(M) employee benefits
(i) short-term benefits
Short-term employee benefit obligations are not updated and are recognized in the statement of
comprehensive income as the related service is provided.
Short-term employee benefits include wages, bonuses and social security contributions. Short-term
employee benefits are recognized as an expense when services are provided.
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Notes on individual financial statements
for the financial year ended 31 december 2024
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(ii) defined contribution plans
The company makes payments on behalf of its employees to the Romanian state pension system, the
health insurance, in the course of normal activity. The company also retains and transferred to the
private pension funds the amounts with which the employees signed an optional pension plan.
All the employees of the company are members and also legally obliged to contribute (through social
contributions) to the Romanian State’s pension system (a defined contribution plan of the State). All
related contributions shall be recognized in the profit or loss account of the period when they are made.
The company has no other additional obligations.
The company is not engaged in any independant pension scheme and therefore has no other obligations
in this respect. The company shall not be required to provide subsequent services to former or current
employees.
(iii) long-term employee benefits
The net liability of the company in respect of the long-term service benefits is the amount of future
benefits that the employees have earned in return for the services provided by them in the current and
prior periods. Under the collective employment agreement in force, people retiring at the age limit can
benefit at the time of their retirement from an aid amounting to five average net wages per society.
The present value of this obligation is not significant and therefore the company did not recognize these
future costs as a provision in these financial statements.
(iv) share-based payment and share option plan
According to IFRS 2, for share-based payment transactions, the company shall measure the goods or
services received and the corresponding increase in equity directly at the fair value of the goods or
services received, unless fair value cannot be reliably estimated. If the company cannot reliably estimate
the fair value of the goods or services received, the company shall measure their value and the
corresponding increase in indirect equity by reference to the fair value of the equity instruments granted.
In order to apply these provisions to transactions with employees and other persons providing similar
services , the company must measure the fair value of the services received by reference to the fair value
of the equity instruments granted, because it is generally not possible to estimate reliably, the fair value
of the services received. The fair value of those equity instruments shall be measured at the date of
granting .
A grant of equity instruments may be conditional upon the specific vesting conditions being satisfied . For
example, a grant of shares or share options to an employee is generally conditional on the employee
remaining in the entity’s service for a specified period of time. Performance requirements may be
required, such as a company achieving a specified increase in profit or a specified increase in the price of
the entity’s shares. Vesting conditions, other than market conditions, shall not be taken into account
when estimating the fair value of shares or share options at the measurement date. Instead, vesting
conditions shall be taken into account by adjusting the number of equity instruments included in the
valuation of the transaction value so that ultimately, the amount recognized for the goods or services
received as a counterpart for the equity instruments awarded shall be based on the number of equity
instruments that eventually vesting. Therefore, on a cumulative basis, no value is recognized for the
goods or services received if the equity instruments awarded do not vesting due to the failure to meet a
vesting condition, for example, partner does not complete the specified service period or a performance
condition is not met.
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Notes on individual financial statements
for the financial year ended 31 december 2024
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(N) income tax
Reflected in the statement of financial position
Income tax includes current and deferred tax.
Income tax is recognized in profit or loss or other comprehensive income if the tax is on capital items.
The company recognizes a deferred income tax liability (deferred) for temporary (deductible) fair value
differences in equity investments measured at fair value through other comprehensive income. The
amount of this liability/receivable is appropriately adjusted whenever differences in taxable (deductible)
fair value are recognized.
Deferred tax is determined using the balance sheet method for those temporary differences that arise
between the tax base for the calculation of the tax on assets and liabilities and their carrying amount
used for reporting in separate financial statements.
Deferred tax shall not be recognized for the following temporary differences: Initial recognition of
goodwill, initial recognition of assets and liabilities arising from transactions that are not combinations of
undertakings and do not affect neither accounting nor tax profits, and differences arising from
investments in subsidiaries and associates, provided that they are not resumed in the near future.
Deferred tax is calculated on the basis of tax percentages that are expected to be applicable to temporary
differences upon their reversal, based on legislation in force at the reporting date or legislation issued at
the reporting date and which will enter into force thereafter.
Deferred tax liability is recognized only to the extent that it is likely that future taxable profit will be
obtained after offsetting against the tax loss of previous years and the income tax to be recovered. The
deferred tax asset is impaired to the extent that the related tax benefit is unlikely to be realized.
The calculated deferred tax assets and deferred tax liabilities are shown net in the separate financial
statements of the company.
Deferred tax assets and liabilities are offset where there is a legal right to set off current tax assets and
liabilities that relate to taxes levied by the same tax authority, the same taxable entity or different tax
entities, but who intend to offset current tax claims and liabilities on a net basis or their tax assets and
liabilities will be realized simultaneously.
Reflected in the statement of profit or loss
Current income tax also includes tax on income from dividends recognized at gross value.
Additional taxes arising from the distribution of dividends are recognized on the same date as the liability
to pay dividends.
Current tax is the tax payable on profits realized in the current period, determined on the basis of the
percentages applied on the balance sheet date and all adjustments relating to the preceding periods.
On 31 December 2024 and 31 December 2023, the income tax was 16%.
(O) the result per share
The company shall present the result per share of the base and diluted for ordinary shares. The result
per share shall be determined by dividing the profit or loss attributable to ordinary shareholders of the
company by the weighted average number of ordinary shares over the reporting period. The result per
diluted share shall be determined by adjusting the profit or loss attributable to ordinary shareholders
and the weighted average number of ordinary shares with the dilution effects generated by potential
ordinary shares.
(p) dividends
Dividends are treated as a profit distribution during the period in which they were declared and approved
by the General meeting of shareholders.
Dividends which have not been retained for three years and for which the right to ask for them has been
prescribed shall be recorded in equity under other reserves — analytically distinct .
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Notes on individual financial statements
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(O) adopting new or revised standards and interpretations
New IFRS accounting standards and amendments to existing standards that are effective for the
current year:
In the current year, the company applied a number of amendments to the IFRS accounting standards
issued by the International accounting standards Board (IASB) and adopted by the European Union which
entered into force for the reporting period starting on or after 1 January 2024. Their adoption has not had
a significant impact on the disclosures or amounts reported in these individual financial statements:
Amendments to IAS 1 — classification of liabilities into short-term and long-term liabilities and long-term
liabilities with financial indicators;
Amendments to IAS 7 and IFRS 7 - financing agreements with suppliers;
Amendments to IFRS 16 — lease liabilities in a sale and leaseback transaction.
New IFRS accounting standards and amendments to existing standards issued and adopted by the
EU but not yet in force
At the time of approval of these separate financial statements, the company did not apply the following
amended IFRS accounting standards that were issued by the IASB and adopted by the EU but have not
yet entered into force:
Amendments to IAS 21 — No convertibility.
New IFRS accounting standards and amendments to existing standards issued but not yet adopted
by the EU
At present, IFRS as adopted by the EU do not differ significantly from IFRS adopted by the International
accounting standards Board (IASB), except for the following new standards and amendments to existing
standards, which were not adopted by the EU at the time of authorization of these separate Financial
statements:
Amendments to IFRS 9 and IFRS 7 - amendments to the classification and measurement of financial
instruments ( IASB effective date: 1 January 2026);
Amendments to IFRS 9 and IFRS 7 — contracts that relate to electricity dependant on natural conditions;
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 — annual improvements to IFRS accounting
standards — volume 11 (IASB effective date: 1 January 2026);
IFRS 18- presentation and disclosure of information in financial statements (effective date set by IASB: 1
January 2027);
IFRS 19 - non-public subsidiaries: Disclosures (effective date set by IASB: 1 January 2027);
IFRS 14 - deferred accounts related to regulated activities (effective date set by: 1 January 2016);
Amendments to IFRS 10 and IAS 28—sale of or contribution with assets between an investor and its
associates or joint ventures and subsequent amendments (effective date was deferred indefinitely by the
IASB but early application is permitted).
The company anticipates that the adoption of these new standards and amendments to existing
standards will not have a significant impact on the company’s individual financial statements in the
future.
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Notes on individual financial statements
for the financial year ended 31 december 2024
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Hedge accounting for a portfolio of financial assets and liabilities whose principles have not been
adopted by the EU remains unregulated. According to the company’s estimates, the use of hedge
accounting in a portfolio of financial assets and liabilities according to IAS 39 Financial instruments:
Recognition and measurement would not materially affect the individual financial statements if applied at
the balance sheet date.
(r) events after the balance sheet date
Events that occur after the balance sheet date may provide additional information relating to the
reported period compared to those known at the balance sheet date. If the annual financial statements
have not been approved, they must be adjusted to reflect additional information if that information
relates to conditions (events, operations, etc.) that existed at the balance sheet date.
Post-balance-sheet events are those events, whether favorable or unfavorable, that occur between the
balance-sheet date and the date on which the annual financial statements are approved. Post-balance
sheet events shall include all events that occur until the date on which the annual financial statements
are approved, even if those events occur after the disclosure of financial information to the public.
Two types of post-balance sheet events can be identified:
those proving the conditions that existed on the balance sheet date. These post-balance sheet events
shall lead to the adjustment of the annual financial statements; and
those giving indications of conditions occurring after the balance sheet date. These events after the
balance sheet date do not lead to an adjustment of the annual financial statements.
(S) non-financial climate information and the impact of climate risks on asset depreciation
In the context of the European Union's objective of achieving climate neutrality by 2050, society
recognizes the need for significant investment and the mobilization of capital to economic sectors that
can facilitate the transition to a sustainable model. In this respect, some of the society's sustainability
efforts have focused on integrating the ESG (Environment, Social and governance) principles into its
current activities. The company also assessed the impact of climate risks on its assets, including the
associated depreciation risks, and took appropriate measures to manage them.
The company’s tangible assets, classified as both tangible assets and investment property (shown in the
notes to the financial statements), are amortized in accordance with the applicable legal and accounting
rules. Their periodic revaluation, for the purposes of fair value measurement, carried out in accordance
with the applicable valuation standards, shall also take into account the risks associated with the holding
or operation of those assets. The assets held by the company and reflected as tangible assets or
investments in real estate have not suffered any depreciation in value that would represent the effect of
climate change and the impact of which would be recognized in the financial statements prepared by the
company.
Provisions, accounting treatment of contracts for the purchase of electricity
The company has not concluded and has no contracts for the purchase of electricity other than those
signed as final consumer to ensure the operation of the operational activity carried out at the company’s
main office and at the branch in Bucharest. Consequently, the company did not recognize provisions in
this respect. Both in previous financial years and in the financial year ended 31 December 2024, the share
of energy costs in the company’s total operating expenses was low.
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Notes on individual financial statements
for the financial year ended 31 december 2024
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(T) the impact of the conflict in Ukraine on individual financial statements
The company has no investments or exposures in the area of the military conflict in Ukraine. The impact
on the company’s assets and financial performance is linked to unforeseeable developments in financial
markets, significant fluctuations in the value of certain asset categories, significant changes in fair value in
the equity interests of issuers experiencing disruption in the raw material supply chain, increase in
operating costs or increase in energy costs. These issues have been reflected in the level 1 fair value
changes during the year, in the interim reporting, and in these financial statements, in the assumptions
used in determining the level 3 fair value applied to unlisted or unactive market holdings.
(u) impact of the current macroeconomic environment on employee benefits, impairment of non-
financial assets and expected credit losses (ECL)
Employee benefits
The company did not register exceptional variations in employee benefits that would be the effect of the
current macroeconomic environment. Any changes in the level of employee remuneration shall be the
result of regular negotiations between the management of the company and employees' representatives,
under the conditions laid down in the applicable legal regulations.
The company’s tangible assets, classified as both tangible assets and investment property (shown in the
notes to the financial statements), are amortized in accordance with the applicable legal and accounting
rules. The periodic revaluation thereof, for the purposes of fair value highlighting, carried out in
accordance with the applicable valuation standards, shall take into account the macroeconomic context
at the date of the valuation and any trends that may affect the explicit forecast period. Assets held by the
company and reflected as tangible assets or investments in real estate did not suffer value impairments
which would represent the effect of the current macroeconomic environment and whose impact would
be recognized in the company’s individual financial statements.
Expected credit losses
The company has assessed the need to recognize expected credit losses in accordance with IFRS using
the simplified expected credit loss model (‘ECL’). The estimation was based on the probability of payment,
risk exposure and expected loss analysis, taking into account the information available at the reporting
date.
This analysis has led to the determination that expected credit losses do not have an impact on individual
financial statements. Compared to previous periods, there were no significant changes in the estimates
of LECs that would justify further adjustments. The details of those financial instruments shall be
disclosed in the notes on the financial statements, in the sections relating to the risks to which the
company is exposed, and in the notes detailing the property positions which include those assets.
Managing significant risks
The risk management activity is part of the company’s organizational structure and covers both general
and specific risks as required by applicable national and European laws and regulations.
The most important financial risks to which the company is exposed are credit risk, liquidity risk and
market risk. Market risk includes foreign exchange risk, interest rate risk and price risk of capital
instruments. This note provides information on the company’s exposure to each of the above-mentioned
risks, the objectives and policies of the company, and the assessment and risk management processes.
The company uses a variety of policies and procedures to manage and assess the types of risk to which it
is exposed. These policies and procedures are outlined in the sub-chapter on each type of risk.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
25
4.1 Financial risks
a. Market risk
Market risk is the current or future risk of loss on balance sheet and off-balance sheet positions due to
adverse market price fluctuations (e.g. stock prices, interest rates, foreign exchange rates). The
management of the company sets acceptable risk limits, which are regularly monitored.
Position risk is associated with the portfolio of financial instruments held by the company with the
intention of benefiting from favorable price developments of those financial assets or from any
dividends/coupons issued by issuers. The company is exposed to position risk, both general and specific,
due to short-term investments in bonds, shares and units.
The management has pursued and is continuously seeking to minimize the potential adverse effects
associated with this financial risk through an active policy of prudential portfolio diversification, And by
using one or more risk mitigation techniques depending on the evolution of market prices of the financial
instruments held by the company.
Concentration risk
Concentration risk concerns all assets held by the company, irrespective of the period of its holding, and
the purpose of reducing this type of risk is to avoid too much exposure to a single obligor/issuer at the
company level.
The management policy for the diversification of exposures shall apply to the portfolio structure, the
structure of the business model and the structure of financial risk exposures. Thus, this diversification
policy involves: Diversification of the portfolio by avoiding excessive exposure to a debtor, issuer, country
or geographical region; diversification of the business plan structure aims at the level of the company to
avoid excessive exposure to a particular business line/business sector; the diversification of the financial
risk structure shall aim at avoiding excessive exposure to a particular type of financial risk.
The market risk of the equity instruments results predominantly from shares measured at fair value
through other comprehensive income and the profit or loss account. Entities in which the company holds
shares operate in various industries.
The objective of managing market risk is to control and manage market risk exposures in acceptable
parameters to the extent that profitability is optimized.
The company’s strategy for managing market risk is driven by its investment objective and market risk is
managed in accordance with its policies and procedures.
The company is exposed to the following categories of market risk:
(i) the pre- tax risk of equity
Price risk is the risk of loss due to developments in asset prices.
The undertaking is at risk that the fair value of the financial instruments held will fluctuate as a result of
changes in market prices, whether caused by factors specific to the issuer’s business or factors affecting
all instruments traded in the market.
The Management Board shall monitor the conduct of the management of market risk and internal
procedures shall provide that, where price risks are not consistent with investment policy and company
principles, a portfolio rebalance shall be carried out.
A positive change of 10% in the price of financial assets at fair value through the profit and loss account
(subsidiary shares, associates, bonds and units of funds) would lead to an increase in profit after tax by
lei 137.184.314 (31 December 2023: lei 175.932.492), a negative variation of 10% having a similar but
opposite impact.
A positive change of 10% in the prices of financial assets measured at fair value through other
comprehensive income, investments in shares, would result in an increase in equity, net of income tax, by
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
26
lei 74.047.634 (31 December 2023: lei 159.234.850 ), a negative variation of 10% having a similar but
opposite impact.
The company has shares in companies operating in different sectors of activity, as follows:
As can be seen from the table below, on 31 December 2024, the company held a majority of shares in
companies active in financial, banking and insurance, with a share of 51,8% of the total portfolio, up from
the 45,7% share recorded on 31 December 2023.
In ROL
31 december
2024
%
31 december
2023
%
Financial intermediation and insurance
1.966.391.133
51,8%
1.559.710.690
45,7%
Financial services applicable to real estate
799.724.938
21,1%
491.588.829
14,4%
Manufacturing
531.428.464
14,0%
890.185.701
26,1%
Mining and quarrying
251.752.575
6,6%
203.994.153
6%
Hotels and restaurants
98.666.643
2,6%
178.795.162
5,2%
Rental of real estate
76.079.976
2,0%
8.021.176
0,2%
Transport and storage
42.431.866
1,1%
46.044.950
1,3%
Production and supply of energy, gas, water
27.450.000
0,7%
28.800.000
0,8%
Construction
4.463.51
6
0,1%
4.377.211
0,1%
Wholesale and retail trade, repair of motor
vehicles
206.465
0,0%
230.430
0,0%
Agriculture, forestry and fishing
-
0,0%
39.615
0,0%
TOTAL
3.798.595.576
100,0%
3.411.787.916
100,0%
On December 31, 2024, the company owns 316.965.914 lei (December 31, 2023: Lei 395.546.142) of the
following investment funds: ASSETS PLUS (alternative Investment Fund with private equity), OPTIMINVEST
(alternative Investment Fund with private equity), STAR VALUE, CESTINVEST SHARES, ROMANIA STRATEGY
FUND. The company is exposed to price risk in terms of investments made (listed shares, bonds, bank
deposits) with a different degree of risk by these investment funds.
(ii) interest rate risk
Interest rate risk is the risk that income or expenses, or the value of the company's assets or liabilities,
will fluctuate as a result of changes in market interest rates.
In the case of interest-bearing financial instruments: The interest-rate risk is composed of the risk of
fluctuation in the value of a given financial instrument due to changes in interest rates and the risk of
differences between the maturity of interest-bearing financial assets and interest-bearing liabilities.
However, interest rate risk may also affect the value of fixed interest-bearing assets (e.g. bonds) by
lowering fair value, so an increase in the market interest rate will reduce the value of future cash flows
generated by them and may lead to a reduction in their price, if it increases investors' preference to place
their funds in bank deposits or other instruments whose interest rate has increased, and vice versa, a
reduction in the market interest rate may increase the price of shares and bonds and will increase the fair
value of future cash flows.
With regard to fixed interest-bearing assets or marketable assets, the company is at risk that the fair
value of future cash flows on financial instruments will fluctuate as a result of changes in market interest
rates.
Thus, the company will be subject to an exposure limited to fair value rate risk or future cash flows due to
fluctuations in the prevailing levels of market interest rates.
The company does not use derivatives to protect itself from interest rate fluctuations.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
27
The following table illustrates the annual interest rates obtained by the company for interest-bearing
assets during 2024:
RON
ANNEX
Range
Range
Financial assets
Min
Max
Min
Max
Bank deposits
3,85%
5,55%
2,8%
3,1%
Financial assets at fair value through profit and loss* -
-
6,3%
7,4%
* Within financial assets at fair value through the profit or loss account, two loans in euro granted in 2024 and 2022 to
subsidiaries are included.
The following table illustrates the annual interest rates obtained by the company for interest-bearing
assets during 2023:
RON
ANNEX
Range
Range
Financial assets
Min
Max
Min
Max
Bank deposits
4,86%
6,75%
2,8%
3,0%
Financial assets at fair value through profit and loss*
4,3%
10,2%
5,06%
5,06%
* Financial assets at fair value through the profit or loss account include bonds issued in lei by a subsidiary and the euro loan
granted in 2022 to a subsidiary.
The company faces the interest rate risk due to its exposure to unfavorable interest rate fluctuations. The
change in market interest rates for ROBOR and EURIBOR directly influences the income and expenditure
on the financial assets and liabilities bearing variable interest rates and the market value of those bearing
fixed interest rates. On 31 December 2024 and 31 December 2023, most of the company’s assets and
liabilities are not interest-bearing. As a result, the company is not significantly affected directly by the risk
of interest rate fluctuations. Cash and cash equivalents are generally invested at short-term interest
rates. However, the fall in market yields may affect the valuation value of the assets held by the company.
The table below summarizes the company’s exposure to interest rate risks. The table includes the
company’s assets and liabilities at book values, classified according to the latest date between the date of
change in interest rates and the date of maturity.
In RON
2024
2023
Cash and cash equivalents*
607.728.000
406.482.143
Financial assets at fair value through profit and loss — Corporate
bonds
-
37.612.296
Financial assets at fair value through profit and loss — loans granted
56.707.569
31.840.269
Financial assets at amortized cost — bonds
1.243.601
-
TOTAL
665.679.170
475.934.709
*Within cash equivalents short-term placements in bank deposits are included (maturity less than 3 months)
Impact on the company’s net profit (on interest income) a change of ± 1,00% in the interest rate on
variable interest-bearing assets and liabilities denominated in other currencies in conjunction with a
change of ± 1,00% in the interest rate on floating interest-bearing assets and liabilities denominated in lei
is lei 339.496 (31 december 2023: lei 242.727).
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
28
(iii) foreign exchange risk
Foreign exchange risk is the risk of incurring losses or of not making the expected profit due to adverse
exchange rate fluctuations. The company invests in financial instruments and enters into transactions
that are denominated in currencies other than its functional currency, thus it is exposed to the risk that
the exchange rate of the national currency in relation to another currency will have adverse effects on the
fair value or future cash flows of that portion of the financial assets and liabilities denominated in
another currency.
The company made transactions in the reporting periods in both Romanian (Leu) and foreign currency.
The Romanian currency fluctuated compared to foreign currencies, THE EURO and the US dollar.
The financial instruments used enable the value of the monetary assets held in lei to be conserved by
making investments and collecting interest on a maturity basis.
The company did not carry out any foreign exchange derivative transactions during the financial years
submitted.
The financial assets and liabilities of the company in lei and currencies at 31 December 2024 and 31
December 2023 can be analyzed as follows:
Financial assets at foreign exchange risk (EUR/USD/GBP in RON)
In RON
2024
2023
Cash and cash equivalents
376.012
200.626.294
Financial assets at fair value through profit or loss account —
(including assets held by investment funds)*
59.972.121
55.336.625
Financial assets at amortized cost
1.243.601
-
Total assets
61.591.734
255.962.919
Lease liabilities
(2.247.505)
(258.500)
Total liabilities
(2.247.505)
(258.500)
Net financial assets
59.344.229
255.704.419
* Financial assets at fair value through the profit or loss account include loans in euro (granted in 2024 and 2022) and
foreign exchange holdings of closed investment funds in proportion to the holding of the company in their net assets.
On 31 December 2024 and 31 December 2023, the company had units in assets PLUS (alternative private
equity Investment Fund), OPPTIMINVEST (alternative private equity Investment Fund), STAR VALUE,
CENTINVEST SHARES (Alternative investment fund of open type), ROMANIA STRATEGY FUND. The
company is exposed to foreign exchange risk in terms of investments made by these investment funds
(financial instruments quoted on foreign markets, available or foreign currency investments).
On 31 December 2024 and 31 December 2023 respectively, the assets of private equity funds constituted
mainly equity investments on a regulated market in Romania and other EU Member States.
The following table shows the sensitivity of profit or loss as well as equity to possible changes at the end
of the reporting period of foreign exchange rates in accordance with the reporting currency, keeping all
other variables constant:
31 december 2024
31 december 2023
The impact
in the
profit and
loss
account
Impact on other
comprehensive
income
The impact
in the profit
and loss
account
Impact on other
comprehensive
income
Appreciation EUR 5% (2023: 5%)
151.328
-
652.046
-
EUR 5% depreciation (2023: 5%)
(151.328)
-
(652.046)
-
Total
-
-
-
-
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
29
b. Credit risk
Credit risk is the risk that a counterparty of a financial instrument fails to fulfill an obligation or financial
commitment in which it has entered into a relationship with the company, thus resulting in a loss for the
company. The company is exposed to credit risk as a result of investments in bonds issued by companies
or the Romanian State, current accounts and bank deposits and other claims.
The management of the company closely and constantly monitors the exposure to credit risk in such a
way that it does not suffer losses as a result of the concentration of credit in a particular sector or field of
activity.
On 31 December 2024 and 31 December 2023, it has no collateral as insurance or other credit rating
improvements.
On 31 December 2024 and 31 December 2023, the company did not record financial assets outstanding,
except for some balances from various debtors which were considered impaired.
The company has assessed the need to recognize expected credit losses in accordance with IFRS using
the simplified expected credit loss model (ECL). The estimation was based on the probability of payment,
risk exposure and expected loss analysis, taking into account the information available at the reporting
date.
This analysis has led to the determination that expected credit losses do not have an impact on the
financial statements. Compared to previous periods, there were no significant changes in the estimates
of LECs that would justify further adjustments.
The following are the financial assets with credit risk exposure:
31 december 2024
Current
accounts
Bank
deposits
Loan
granted
Bonds
(measured at
fair value
through
profit and
loss account)
Other
financial
assets
Total
AAA to A- rating
AAA+
BBB+
353.782
56.560.000
56.913.782
BBB
18.810
18.810
BBB
-
789.127
247.000.000
247.789.127
BB+
BBB
14.817
304.168.000
304.182.817
Baa2
No rating
56.707.569
33.778.620
90.486.190
TOTAL
1.176.537
607.728.000
56.707.569
33.778.620
699.390.727
31 december 2023
Current
accounts
Bank
deposits
Loan granted
Bonds
(measured at
fair value
through profit
and loss
account)
Other
financial
assets
Total
AAA to A- rating
AAA+
BBB+
725.245
165.500.000
166.225.245
BBB
389.945
41.077.842
41.467.787
BBB-
20.056
20.056
BB+
24.233
199.904.301
199.928.534
BBB
Baa2
No rating
31.840.269
38.185.926
730.106
70.756.302
TOTAL
1.159.478
406.482.143
31.840.269
38.185.926
730.106
478.397.923
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
30
The maximum exposure to the company’s credit risk is lei 699.390.727 at 31 December 2024 (December
31, 2023: Lei 478.397.923). The following tables show the most important components at risk:
Credit
rating
The parent
undertaking
Sourc
e
31 december
2024
31 december
2023
BRD – Groupe Société Générale BBB+
BRD – Groupe Société
Générale
Fitch
1.941
2.312
Banca Transilvania
BBB-
Banca Transilvania
Fitch
247.789.127
166.225.245
The Romanian commercial
Bank
BBB+
The Romanian
commercial Bank
Fitch 56.910.854
41.425.969
Bank CEC
BBB
Bank CEC
Fitch
6.327
199.928.534
Bank of Greece
BBB
EXIM Bank Romania
Fitch
304.176.490
39.506
Intesa Sanpaolo Romania*
BBB
Intesa Sanpaolo Italy
Fitch
18.810
19.842
UniCredit Tiriac
BBB+
UniCredit Tiriac
Fitch
988
214
TOTAL (Note 13)
608.904.537
407.641.621
*For banks for which there is no rating we have taken into account the rating of the parent company
Cash, cash equivalents and bank deposits are not in danger of being lost or reduced in value.
From the category other financial assets, mainly various debtors in value of lei 33.190.738 (lei 31
December 2023: 1.380.687) are not past due or impaired receivables.
On 31 December 2024 and 31 December 2023, the company considers the value of the claims (within
various debtors) to be written down in the amount of lei 717.477 (31 December 2023: Lei 717.477)
representing dividends and penalties due from the portfolio companies and not collected in previous
periods.
(c) liquidity risk
Liquidity risk is the risk that the company will encounter difficulties in meeting its obligations arising from
short-term financial liabilities, which go out of cash or other financial means, or that such obligations will
be extinguished in a manner unfavorable to the company.
The company shall monitor the evolution of the level of liquidity so that it can meet its obligations on the
date on which they become due, and shall continuously analyze the assets and liabilities in the light of the
period remaining until the contractual maturities.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
31
The asset and liability structure was analyzed on the basis of the period remaining from the balance
sheet date to the contractual maturity date, both on 31 December 2024 and on 31 December 2023, as
follows:
In ROL
Accounting
value
Under 3
months
Between 3
and 12
months
More than
1 year
No pre-
established
maturity
31 december 2024
Financial assets
Cash and cash equivalents
612.916.069
612.916.069
-
-
-
Financial assets at fair value
through the profit and loss
account
1.732.319.946
-
-
59.676.154
1.672.643.792
Financial assets measured at
fair value through other
comprehensive income
2.442.917.696
-
-
-
2.442.917.696
Financial assets measured at
amortized cost
1.257.518
-
-
1.257.518
-
Other financial assets
33.238.579
15.948.582
521.683
15.426.899
1.341.416
Total financial assets
4.822.649.808
628.864.651
521.683
76.360.571
4.116.902.904
Financial liabilities
Dividends to be paid
9.816.739
-
-
-
9.816.739
Other financial liabilities
2.898.559
2.898.559
-
-
-
Lease liabilities
2.247.505
56.188
505.689
1.685.629
-
Total financial liabilities
14.962.803
2.954.747
505.689
1.685.629
9.816.739
Excess liquidity
4.807.687.006
625.909.904
15.994
74.674.943
4.107.086.165
In ROL
Accounting
value
Under 3
months
Between 3
and 12
months
More than
1 year
No pre
-
established
maturity
31 december 2023
Financial assets
Cash and cash equivalents
408.814.516
408.814.516
-
-
-
Financial assets at fair value
through the profit and loss
account
1.900.476.975
38.185.926
-
32.288.814
1.830.002.235
Financial assets measured at
fair value through other
comprehensive income
1.977.331.822
-
-
-
1.977.331.822
Other financial assets
1.447.583
1.447.583
-
-
-
Total financial assets
4.288.070.897
448.448.026
-
32,288,814
3.807.334.057
Financial liabilities
Dividends to be paid
9.886.856
9.886.856
-
-
-
Other financial liabilities
12.402.436
12.402.436
-
-
-
Lease liabilities
258.500
71.367
187.133
-
-
Total financial liabilities
22.547.792
22.360.659
187.133
-
-
Excess liquidity
4.265.523.105
426.087.366
(187.133)
32.288.814
3.807.334.057
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
32
The proportion of immediately available liquidity (cash and cash equivalents) is increasing compared to
the previous year and there is a liquidity surplus for each relevant maturity/chargeability category as
shown in the table above Liquidity risk remains heavily influenced by the liquidity of the local capital
market, i.e. the ratio between the size of the main listed holdings of the company and their average daily
liquidity.
4.2 other risks
By the nature of the business, the company is exposed to different types of risks associated with the
financial instruments and the market in which it invests. The main types of risks to which the undertaking
is exposed are:
● the risk associated with taxation;
● the risk to the business environment;
● operational risk.
Risk management aims at maximizing the company’s profit in relation to the level of risk to which it is
exposed.
The company uses a variety of policies and procedures to manage and assess the types of risk to which it
is exposed. These policies and procedures are outlined in the sub-chapter on each type of risk.
(A) the risk associated with taxation
As of 1 January 2007, following Romania's accession to the European Union, the company had to comply
with EU regulations, and consequently prepared for applying the changes brought by European
legislation. The company has implemented these changes, but the way they are implemented remains
open to tax audit for 5 years
The interpretation of the texts and the practical implementation of the procedures of the new tax rules
applicable could vary and there is a risk that in certain situations the tax authorities will take a different
position from that of society.
In terms of income tax for the financial year 2015, there is a risk that tax bodies will interpret the
accounting treatment of the transition to IFRS as an accounting basis differently.
The company chose to prescribe dividends distributed and not charged for 3 years by the shareholders
and to register them in the account of other reserves (analytically distinct). According to the provisions of
the Civil Code, the prescription applies to the right to request enforced execution, not to the ownership of
the amounts. Given that the transfer of these amounts, already taxed in the sphere of both corporate
and dividend tax, back to equity is a transaction with shareholders, not a taxable transaction.
Consequently, the company did not recognize a deferred tax on these amounts. Under these
circumstances, there is a risk that tax authorities might interpret these transactions differently.
In addition, the Romanian Government has a number of agencies authorized to audit (control) companies
operating in Romania. These controls are similar to tax audits in other countries, and may cover not only
tax aspects but also other legal and regulatory issues of interest to these agencies. The company may be
subject to tax controls upon the issuance of new tax regulations.
(B) the risk associated with the economic environment
The management of Lion capital S.A. cannot predict all the effects of international economic
developments with an impact on the financial sector in Romania, but considers that in 2024 it has taken
the necessary measures to ensure the sustainability and development of the company under the
prevailing financial market conditions, by monitoring cash flows and the adequacy of investment policies.
Risk avoidance and mitigation are ensured by the company through an investment policy which complies
with the prudential rules required by the applicable legal and regulatory provisions.
Lion capital S.A. has adopted risk management policies that enable them to be actively administered, with
specific risk identification, assessment, measurement and control procedures being applied that provide
reasonable assurance as to the achievement of the company’s objectives, a constant balance between
risk and expected profit has been sought.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
33
The aim of the risk management process is to: (i) identify and assess significant risks with a major impact
in achieving the investment objective and develop activities to address the identified risk; (ii) adapt risk
management policies to financial developments in the capital market, monitor performance and improve
risk management procedures; (iii) review investment decisions in line with capital and money market
developments; (iv) comply with existing legislation.
Aggressive measures taken by the main central banks (Federal Reserve, European Central Bank, etc.) to
curb inflation and uncertainties about the short- and medium-term impact of these measures in
macroeconomic developments have led to high volatility among the major capital markets. The lack of
visibility in central banks' attitude toward these externalities, the necessary level of successive increases
in interest rates and their impact on global demand are the main challenges in the management of the
asset portfolio in 2024.
(c) operational risk
Operational risk is the risk of direct or indirect losses resulting from deficiencies or deficiencies in the
company's procedures, staff, internal systems or external events which may have an impact on its
operations. Operational risks arise from all the activities of the company.
The objective of the company is to manage operational risk in a way that can limit its financial losses, not
tarnish its reputation and achieve its investment objective of generating benefits for investors.
The Management Board shall have primary responsibility for the implementation and development of
operational risk control. This responsibility is supported by the development of general operational risk
management standards, which encompass controls and processes at service providers and service
commitments with service providers.
(D) capital adequacy
Management’s capital adequacy policy focuses on maintaining a sound capital base to support the
company’s continuous development and the achievement of investment objectives.
This is the absolute value of the liabilities (before the loss–given–year), after the shock (before the loss–
given–loss–loss–given–loss–given The capital amounted to lei 4.593.615.461 on December 31, 2024 (lei
4.100.371.784 on December 31, 2023).
Significant accounting and judgment
Management shall discuss the development, selection, presentation and implementation of significant
accounting policies and estimates. All these are approved at the meetings of the company's board of
directors.
These disclosures complement the information on financial risk management (see note 4.1).
Key sources of uncertainty of estimates
Significant accounting judgments for the implementation of the company’s accounting policies include:
The application of the amendments to IFRS 10 Investment entities
In 2018, the company reviewed the criteria of IFRS 10 on classification as an investment entity and
concluded that they were met, i.e.:
a. obtain funds from one or more investors in order to provide investment management services to
them;
b. commits to its investors that the purpose of its business is to invest funds only for gains on the
value of the investment, investment income or both; and
c. Quantify and measure the performance of almost all of its investments on a fair value basis (IFRS
10.27).
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
34
The company also meets the specific characteristics of an investment entity, namely:
Investment services;
The purpose of the activity; and
Fair value measurement.
Determination of the fair value of financial instruments
The fair value of financial instruments that are not traded on an active market is determined using the
valuation techniques described in accounting policy 3(e)(iii).
The company uses the following hierarchy of methods for the calculation of fair value:
● Level 1: The market price quoted on an active market for an identical instrument.
● Level 2: Valuation techniques based on observable elements. This category includes instruments
measured using: The quoted market price on active markets for similar instruments; quoted prices
for similar instruments on markets considered to be less active; or other valuation techniques in
which the items can be directly or indirectly observable from market statistics.
● Level 3: Valuation techniques based largely on unobservable elements. This category includes all
instruments for which the valuation technique includes items that are not based on observable data
and for which unobservable inputs may have a significant effect on the valuation of the instrument.
This category includes instruments that are valued on the basis of quoted prices for similar
instruments but for which adjustments based largely on unobservable data or estimates are required
to reflect the difference between the two instruments.
The concentration risk to which the company is exposed is disclosed in Note 4.1(a)(I), comprising the
structure of exposures to the main CAEN sectors on 31 December 2024 and 31 December 2023
respectively.
The fair value of financial assets and liabilities that are traded on active markets is based on prices
quoted on the market or prices quoted by intermediaries. For all other financial instruments, the
company shall determine fair value using valuation techniques. Valuation techniques shall include
present net value and discounted cash flow models, comparison with similar instruments
for which there are observable market prices and other valuation techniques. The assumptions and data
used in valuation techniques shall include risk-free interest rates and reference rates, credit spreads and
other premiums used to estimate discount rates, bond and capital yields, foreign exchange rates, capital
price indices, volatility and forecast correlations. The purpose of measurement techniques is to
determine the fair value that reflects the price of financial instruments at the reporting date, a price that
would be determined on objective terms by market participants.
The company uses recognized valuation models to determine the fair value of simple financial
instruments that use only observable market data and require very few estimates and management
analyzes (e.g. instruments that are valued on the basis of quoted prices for similar instruments and for
which no adjustments based on unobservable data or estimates are required to reflect the difference
between the two instruments). Observable prices and model inputs are usually available on the market
for capital instruments. Their availability reduces the need for management estimates and analyzes and
the uncertainty associated with determining fair value. The availability of observable market prices and
inputs varies across products and markets and is subject to changes stemming from specific events and
general conditions of financial markets.
For shares that do not have a quoted market price in an active market, the company uses valuation
models that are usually derived from known valuation models. Some or all of the material inputs to these
models may be unobservable in the market and are derived from market prices or estimated on the basis
of assumptions. Valuation models that require unobservable inputs require a higher degree of
management analysis and estimation for determining fair value. The analysis and estimation by
management shall, in particular, take into account the selection of the appropriate valuation model, the
determination of the future cash flows of the financial instrument, the probability of default by the
counterparty and advance payments and the selection of appropriate discount rates.
For financial instruments for which there is no active market (level 3), fair value has been determined by
external valuers using valuation techniques that include net present value techniques, discounted cash
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
35
flow method, the method of comparisons with similar instruments for which there is an observable
market price. Valuation techniques have been used consistently and there are no changes in their
application.
In 2024, valuation methods were maintained for unlisted and listed equity but which do not meet criteria
to be considered an active market under IFRS 13.
However, the impending changes in those assumptions on financial markets in general and individually
assessed issuers may be favorable or unfavorable to fair values in future financial years.
The company’s management analyzed the situation between the date of the completion of the valuation
reports and the date of the authorization for the publication of the annual financial statements,
concluding that there is no publicly available information of such a nature that it could significantly affect
the fair values of holdings presented in these annual financial statements.
An analysis of the financial instruments and investments in real estate and land and buildings recognized
at fair value under the measurement method is presented in the table below:
31 december 2024
In ROL
Level 1
Level 2
Level 3
Total
Financial assets at fair value through the
profit and loss account — shares
438.814.359
-
916.863.520
1.355.677.879
Financial assets at fair value through profit
and loss account — Fund units
-
316.965.914
-
316.965.914
Financial assets at fair value through profit
and loss account — loans granted
-
-
59.676.154
59.676.154
Financial assets measured at fair value
through other comprehensive income —
shares
2.176.680.651
77.050.702
189.186.344
2.442.917.698
Investments in real estate
-
-
11.913.467
11.913.467
Land and buildings
-
-
4.431.356
4.431.356
2.615.495.010
394.016.616
1.182.070.841
4.191.582.467
In 2024 there were the following transfers between fair value levels (holding in Grand Hotel Bucharest).
The holding has been reclassified from tier 1 to tier 2 of the market value hierarchy, given the absence of
an active market for this financial instrument.
Level 1 Level 2 Level 3
Book value as at 1 January 2024
62.912.186
-
-
Transfers to level 2
(62.912.186)
62.912.186
-
Gains or losses on the period included in profit or loss
-
(6.929.786)
-
Acquisitions/share capital participation
-
21.068.302
-
Sales
-
-
-
Book value as at 31 December 2024
-
77.050.702
-
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
36
31 december 2023
In ROL
Level 1
Level 2
Level 3
Total
Financial assets at fair value through the
profit and loss account — shares
513.162.523
-
921.293.570
1.434.456.093
Financial assets at fair value through profit
and loss account — Fund units
-
395.546.142
-
395.546.142
Financial assets at fair value through profit
and loss account — loan granted
-
-
32.288.814
32.288.814
Financial assets at fair value through profit
and loss account — bonds
-
-
38.313.018
38.313.018
Financial assets measured at fair value
through other comprehensive income —
shares
1.806.026.893
-
171.304.930
1.977.331.822
Investments in real estate
-
-
14.363.411
14.363.411
Land and buildings
-
-
3.213.758
3.213.758
2.522.961.125
395.546.142
1.180.650.410
3.895.385.967
In 2023, there were the following transfers between fair value levels:
Level 1 Level 2 Level 3
Book value as at 1 January 2023
401.252.816
-
-
Transfers to level 2
(362.939.797)
362.939.797
-
Transfers to level 3
(38.185.926)
-
38.185.926
Gains or losses on the period included in profit or loss
-
32.606.344
-
Acquisitions/share capital participation
-
-
-
Sales
-
-
-
Book value as at 31 December 2023
-
395.546.142
38.185.926
Level 2 transferred the holdings in ASSETS PLUS (alternative private equity Investment Fund),
OPTIMINVEST (alternative private equity Investment Fund), STAR VALUE, CESTINVEST SHARES, ROMANIA
STRATEGY FUND (Closed-end alternative investment fund) and at level 3 the Vrancart bond was
transferred.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
37
The following table shows the reconciliation from the initial balance to the final balance for financial
assets measured at fair value and investment property, level 3 of the fair value hierarchy:
2024
Financial assets
measured at fair value
through other
comprehensive income
— shares
Financial assets
measured at fair
value through profit
or loss account —
shares
Investments
in real estate
Balance as at 1 January 2024
171.304.930
921.293.571
14.363.411
profit and loss account
-
52.926.827
4.275
other comprehensive income
17.836.054
-
-
Purchases/entries
471.720
61.288.650
-
Value of disposed participations
(426.359)
(118.645.528)
(2.454.219)
Balance as at 31 December 2024
189.186.344
916.863.520
11.913.467
2023
Balance as at 1 January 2023
155.925.533
843.576.306
12.963.376
profit and loss account
-
99.197.168
1.400.035
other comprehensive income
17.738.681
-
-
Purchases/entries
-
18.842.890
-
Value of disposed participations
(2.359.284)
(40.322.793)
-
Balance as at 31 December 2023
171.304.930
921.293.571
14.363.411
Although the company considers its own estimates of fair value to be appropriate, the use of other
methods or assumptions could lead to different fair value amounts. For fair values recognized from using
a significant number of unobservable inputs (level 3), changing one or more variables to make alternative
assumptions possible would have an effect on the overall result and current result.
At the value resulting from the valuation of equity investments, a sensitivity analysis was carried out by
estimating risk variations on the main influence factors. Two valuation techniques have been used,
namely:
(1) valuation on an updated net cash-flow basis - thus both the EBITDA values and the weighted average
cost of capital values have been altered statistically by +/-5 % (2023: +/-5%), considered as a risk limit,
obtaining values per share and hence the equity of the company with a deviation from the standard
value. These deviations from the standard value influence the profit and loss account and other
comprehensive income (net tax) items.
2024
Change in the Global element
variable
Impact on profit or loss
account
Impact on other comprehensive
income
Increase EBITDA by 5%
6.391.848
12.744.366
Decrease EBITDA by 5%
(6.391.848)
(12.744.366)
Increase WACC by 5%
9.061.532
12.781.462
Decrease WACC by 5%
(9.061.532)
(12.781.462)
2023
Change in the Global element
variable
Impact on profit or loss
account
Impact on other comprehensive
income
Increase EBITDA by 5%
7.504.829
2.556.029
Decrease EBITDA by 5%
(7.507.276)
(2.556.029)
Increase WACC by 5%
8.776.631
2.430.293
Decrease WACC by 5%
(7.583.174)
(2.177.444)
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
38
(2) net asset valuation corrected - both the values of the assets and the values of the liabilities (liabilities)
have been modified by +/-5% (2023: +/-5%), obtaining values per share and equity of the company,
deviating from the standard value. These deviations from the standard value influence the profit and loss
account and other comprehensive income (net tax) items.
2024
Change in the Global element variable
Impact on profit or loss
account
Impact on other
comprehensive income
Increase of assets by 5%
40.154.310
6.378.101
Reduction of assets by 5%
(40.154.310)
(6.378.101)
Increase of debts by 5%
(4.275.629)
(3.179.453)
Debt write down by 5%
4.275.629
3.179.453
2023
Change in the Global element variable
Impact on profit or loss
account
Impact on other
comprehensive income
Increase of assets by 5%
28.625.601
17.640.440
Reduction of assets by 5%
(28.625.601)
(17.640.440)
Increase of debts by 5%
(2.347.498)
(32.185)
Debt write down by 5%
2.347.498
32.185
A sensitivity analysis was performed at the value resulting from the assessment of the background units.
These funds generally invest in highly liquid shares and bonds. As such, the sensitivity analysis was
carried out considering a variation of +/- 10% in the market prices of equity instruments. These changes
influence the profit and loss account (net tax) with the amount of lei +/- 31.696.591 at 31 December 2023
(31 December 2023: Lei +/- lei 39.554.614).
At the value resulting from the valuation of investments in real estate, a sensitivity analysis was carried
out by estimating risk variations on the main influence factors. Two valuation techniques have been used,
namely:
valuation based on updated net cash-flow - thus the estimated income values of these investments in real
estate have been modified +/-5%. These deviations from the standard value affect the profit and loss
account (net of tax).
valuation based on market value - thus, the values of the market prices estimated to be obtained from
these investments in real estate have been modified +/-5 %. These deviations from the standard value
affect the profit and loss account (net of tax).
2024
Change in the Global element variable
Impact on profit or loss account
Revenue increase by 5%
-
Income reduction by 5%
-
Increase market value by 5%
595.673
Decrease of market value 5%
(595.673)
2023
Change in the Global element variable
Impact on profit or loss account
Revenue increase by 5%
35.908
Income reduction by 5%
(35.908)
Increase market value by 5%
718.171
Decrease of market value 5%
(718.171)
The management considers that a presentation in the manner described above is useful for determining
directions of action useful in risk management.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
39
The company’s accounting policies provide the basis for the assets and liabilities to be classified, at the
initial time, into different accounting categories. For the classification of assets and liabilities at fair value
through the profit and loss account, the company determined that one or more of the criteria set out in
Note 3(e)(I) were met.
The details of the classification of the financial assets and liabilities of the company are set out in note 6.
Determining the fair value of investments in real estate
The fair value of investments in completed property is determined using the income method with explicit
assumptions about the property’s benefits and liabilities over the life of the asset including an exit or
close-out value. As a method accepted under the income approach for valuation, the method of
capitalization of income on property shares is used. For the projected series of cash flows, a market-
derived capitalization rate is applied to determine the current amount of cash flows associated with the
property.
The specific revenues and the timing of entries and exits are determined by events such as rental
revision, renewal of the lease and related rental periods, re-rental, refurbishment or renovation. The
appropriate duration is usually determined by market behavior. In the case of investments in real estate,
estimated revenue as gross income minus empty spaces, sunk expenses, collection losses, rental
incentives, maintenance costs, costs of agencies and commissions and other operating and management
expenses.
For the years ending on 31 December 2024 and 2023, the company obtained valuation reports on its
investments in real estate. The fair value of investments in real estate is based on these measurements.
For all investment property, the current usage is equivalent to the highest and best use. In the event of
outsourcing the drawing up of assessment reports, the company shall review the assessments carried
out by independant evaluators for financial and reporting purposes.
IFRS 13 defines fair value as the price that would have been received if an asset was sold or paid to
transfer a liability in a normal transaction between market participants at the measurement date.
The company now presents fair values according to a “fair value hierarchy” (according to IFRS 13) that
classifies inputs used in three-tier valuation techniques. The hierarchy gives the highest priority (level 1)
to prices listed in active markets for identical assets or liabilities and the lowest priority (level 3) of
immaterial inputs. The different levels of the fair value hierarchy are explained below:
Level 1: Prices listed (unadjusted) in active markets for identical assets or liabilities that the company can
access at the valuation date;
Level 2: Use of an input model (other than prices included in level 1) that are directly or indirectly
observable market data, and
— Level 3: Use of a model with inputs that are not based on observable data.
Investment property of the company is classified as level 3. There were no transfers between the levels of
the hierarchy during the year.
Information on measuring fair value using significant unobservable inputs (level 3) for 2024 is given in the
table below:
Segments
The method of
evaluation
Estimated rent
value – Euro/sqm
Capitalization
rates %
Commercial and services – buildings
Income method
16 - 18 euro/sqm
8 – 11,5%
Information on measuring fair value using significant unobservable inputs (level 3) for 2023 is given in the
table below:
Segments
The method of
evaluation
Estimated rent
value – Euro/sqm
Capitalization
rates %
Commercial and services – buildings
Income method
14 - 16 euro/sqm
9 – 10,5%
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
40
Financial assets and liabilities
The table below summarizes the accounting values and fair values of the company’s financial assets and liabilities as at 31 December 2024:
Financial assets measured at:
In ROL
fair value through the
profit and loss
account
fair value through
other
comprehensive
income
Financial
assets/liabilities
measured at
amortized cost
Total book
value
Fair value
Cash and cash equivalents
612.916.069
612.916.069
612.916.069
Cash in cash and other amounts
1.998
1.998
1.998
Current accounts with banks
1.176.537
1.176.537
1.176.537
Bank deposits with original maturity of less than 3 months
611.737.535
611.737.535
611.737.535
Bank deposits
Financial assets at fair value through the profit and loss account
1.732.319.946
1.732.319.946
1.732.319.946
Shares
1.355.677.877
1.355.677.877
1.355.677.877
Fund units
316.965.914
316.965.914
316.965.914
Loans granted
59.676.154
59.676.154
59.676.154
Corporate bonds
Financial assets measured at fair value through other
comprehensive income
2.442.917.696
2.442.917.696
2.442.917.696
Shares
2.442.917.696
2.442.917.696
2.442.917.696
Financial assets at amortized cost
1.257.518
1.257.518
1.257.518
Other financial assets
35.521.102
35.521.102
35.521.102
Total financial assets
1.732.319.945
2.442.917.696
645.437.172
4.820.674.812
4.820.674.812
Dividends to be paid
(9.816.739)
(9.816.739)
(9.816.739)
Other financial liabilities
(2.898.559)
(2.898.559)
(2.898.559)
Other liabilities and income recorded in advance
(2.129.455)
(2.129.455)
(2.129.455)
Lease liabilities
(2.247.505)
(2.247.505)
(2.247.505)
Total financial liabilities
(17.092.258)
(17.092.258)
(17.092.258)
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
41
The table below summarizes the accounting values and fair values of the company’s financial assets and liabilities as at 31 December 2023:
Financial assets measured at:
In ROL
fair value through the
profit and loss
account
fair value through
other
comprehensive
income
Financial
assets/liabilities
measured at
amortized cost
Total book
value
Fair value
Cash and cash equivalents
408.814.516
408.814.516
408.814.516
Cash in cash and other amounts
1.236
1.236
1.236
Current accounts with banks
1.159.478
1.159.478
1.159.478
Bank deposits with original maturity of less than 3 months
407.653.802
407.653.802
407.653.802
Bank deposits
Financial assets at fair value through the profit and loss account
1.900.476.975
1.900.476.975
1.900.476.975
Shares
1.434.456.092
1.434.456.092
1.434.456.092
Fund units
395.546.142
395.546.142
395.546.142
Loans granted
32.288.814
32.288.814
32.288.814
Corporate bonds
38.185.926
38.185.926
38.185.926
Financial assets measured at fair value through other
comprehensive income
1.977.331.822
1.977.331.822
1.977.331.822
Shares
1.977.331.822
1.977.331.822
1.977.331.822
Other financial assets
730.106
730.106
730.106
Total financial assets
1.900.476.975
1.977.331.822
409.544.622
4.287.353.419
4.287.353.419
Dividends to be paid
(9.886.856)
(9.886.856)
(9.886.856)
Other financial liabilities
(12.402.436)
(16.347.987)
(16.347.987)
Lease liabilities
(258.500)
(258.500)
(258.500)
Total financial liabilities
(22.547.792)
(22.547.792)
(22.547.792)
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
42
7. Income from dividends
In accordance with IFRS 9, and as a result of the company’s choice to measure participations through
other comprehensive income, dividends on those participations are recognized in the income unless they
represent substantially a return on the investment cost.
Dividend income shall be recorded gross. The tax rates for dividends for the financial year ended 31
December 2024 from resident and non-resident companies were 0% and 8% (2023: 0%, 5% and 27,5%).
The breakdown of dividend income by main counterparties is set out in the table below:
In ROL 31-Dec-24
31-Dec-23
Assessment
Banca Transilvania 47.767.943
43.109.795
FVOCI
Real estate SIF 34.874.698
12.031.798
FLTPL
SAI Muntenia invest 32.993.400
29.994.000
FVOCI
BRD 28.525.828
-
FVOCI
SNP Petrom 25.317.289
29.294.199
FVOCI
Biofarm 11.224.994
10.862.898
FLTPL
SIF Hotels 5.937.781
-
FLTPL
Conpet 3.818.984
3.868.165
FVOCI
H
I
droelectric
a
3.147.750
-
FVOCI
Bucharest stock Exchange 638.541
530.461
FVOCI
The Central Depositary
160.918
-
FVOCI
Logistic CJ SIFI 22.884
915.365
FLTPL
Yamu -
3.861.240
FLTPL
Vrancart SA -
9.086.125
FLTPL
Azuga SA* -
763.276
FLTPL
Erste Bank* -
7.503.480
FVOCI
Other
-
82.763
FVOCI
Total 194.431.012
151.903.565
FVOCI
142.370.654
114.382.863
FLTPL
52.060.357
37.520.701
FVTPL = financial assets at fair value through profit or loss/ FVTOCI = financial assets at fair value through other
comprehensive income
* Full sale of the package in 2024 / 2023
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
43
Interest income
Interest income (amortized cost assets, fair value assets through other comprehensive income):
In ROL
31 december
2024
31 december
2023
Interest income on deposits and current accounts
30.342.109
5.800.174
Interest income on bonds valued at amortized cost
13.993
-
30.356.102
5.800.174
Interest income (assets at fair value through profit or loss)
In ROL
31 december
2024
31 december
2023
Interest income on bonds
629.561
3.252.690
Interest income related to the disposal of financial assets
1.043.198
611.369
Interest income related to loan contracts
2.520.453
4.625.330
4.193.213
8.489.389
Net gain/loss on financial assets at fair value through the profit and loss account
In ROL
31 december
2024
31 december
2023
Gain/(loss) from the valuation /redemption of the fund units
26.419.773
72.606.345
Bond valuation gain/loss
(737.496)
-
Gain/loss on measurement/disposal of shares in subsidiaries and
associates
(46.282.399)
221.674.497
Total
(20.600.123)
294.280.842
On December 31, 2024, the valuation of the fund units resulted in a gain of lei 26,4 million (on December
31, 2023: Lei 72,6 million).
The result from the fair value measurement of shares in subsidiaries and associates on 31 December
2024 is unfavorable in the amount of lei 46.3 million (loss of lei 6.4 Mn in the measurement of
subsidiaries and loses lei 39.8 million in the measurement of associates). A subsidiary (Azuga Tourism
S.A) was sold during 2024.
The result from the fair value measurement of shares in subsidiaries and associates on 31 December
2023 is favorable in the amount of lei 246.4 million (gain of lei 146.3 million from the valuation of
subsidiaries and gain of lei 75.3 million from the valuation of associated entities). A subsidiary (Central
S.A) was sold during 2023.
10. Commission expenses
In ROL
2024
2023
Fees the Financial Supervisory Authority
4.152.485
3.299.707
Deposit commissions
1.329.043
1.149.201
Commissions due transactions
-
291.813
Fees register
218.732
260.979
Other commissions
68.421
66.594
Total
5.768.681
5.068.294
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
44
11. Other operational expenditure
In ROL
2024
2023
Other taxes. fees and similar payments
268.521
131.250
Expenditure on salaries and other staff expenditure
20.572.849
17.978.284
Depreciation charges
307.575
277.580
Expenditure on external benefits
5.551.331
3.800.600
Interest expense and amortization of the right-of-use assets in the
lease
264.112
270.918
Total
26.964.387
22.458.631
Wages and salaries and similar charges
2024
2023
Wages and salaries
19.506.796
17.038.326
fixed
12.120.747
10.222.995
variables
7.386.049
6.815.330
This appropriation is intended to cover the cost of the purchase,
purchase, or
536.855
476.945
Other staff expenditure
529.198
463.013
Total
20.572.849
17.978.284
On 31 December 2024 the number of employees was 30 (2023: 33). The average number of employees
for the financial year ended 31 December 2024 was 31 (2023: 32).
The fee paid to the auditors during 2024 for the audit of the financial statements was lei 414.559 (lei
2023: 359.060), of which for the individual statements lei 319.803 (lei 2023: Lei 263.708), for consolidated
statements lei 53.300 (lei 2023: Lei 60.041), additional expenses lei 41.456 (lei 2023: lei 35.312) and for
non-audit services 0 lei (2023: 0 lei). The amounts include VAT.
12. Income tax
In ROL
2024
2023
Current income tax
Current income tax (16%)
6.128.112
9.849.255
Tax on dividends (0%. 5%. 27,5%)
8.752.011
8.287.516
Tangible assets/real estate investments
(377.386)
205.437
Total income tax recognized as a result of the year
14.502.738
18.342.208
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
45
Reconciliation of profit before tax with income tax expense in the profit and loss account:
In ROL
2024
2023
Profit before tax
176.237.389
435.597.340
Tax according to statutory tax rate of 16% (2024: 16%)
28.197.982
69.695.574
Effect on corporate tax of:
Dividend tax (0%, 5%, 27,5%)
8.752.011
8.287.516
Non-deductible expenses and similar items
31.147.208
12.204.349
Non-taxable income
(53.217.078)
(69.884.355)
Similar items to income
2.263.089
25.509.387
Similar items of expenditure
(2.738.405)
(1.189.926)
The tax loss to be recovered
-
(1.614.775)
Deferred tax
(377.386)
205.437
The amounts of sponsorship within legal limits and other
deductions
-
(721.224)
Tax recognized in retained earnings
475.316
(24.171.871)
Income tax
14.502.738
18.342.208
Non-deductible expenses on which the effect of corporation tax has been calculated include principally
unfavorable differences in fair value measurement in respect of holdings where the holding is more than
10 % for a continuous period of more than one year,
Non-taxable income includes principally dividend income from Romanian legal entities and fair value
measurement income from holdings where the holding is more than 10 % for a continuous period of
more than one year,
With effect from 1 January 2014, the amendments to the tax Code that include non-taxable income in the
calculation of corporate tax, together with dividend income, as well as income from the sale/divestment
of shareholdings and liquidation proceeds, have entered into force, Regardless of whether the legal
persons in which shareholdings are held are Romanian or foreign legal persons, from States with which
Romania has double taxation agreements (including from outside the EU), such income is not taxable if
certain conditions are met (if at the date of the sale/transfer of units or the commencement of the
winding-up operation the minimum period of one year of continuous holding of a holding of 10 % or
more is reached).
13 cash and cash equivalents
In ROL
31 december
2024
31 december
2023
Cash in cash and other amounts
1.998
1.236
Current accounts with banks
1.176.537
1.159.478
Deposits with banks with original maturity of less than 3 months
611.737.535
407.653.802
Total
612.916.069
408.814.516
Current accounts with banks and bank deposits are at all times available to the company and are not
restricted.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
46
14. Other financial assets
In ROL
31 december
2024
31 december
2023
Sundry debtors
33.190.739
1.380.687
Other financial assets
47.840
66.896
Provisions for impairment of sundry debtors
(717.477)
(717.477)
Total
32.521.102
730.106
On 31 December 2024 various debtors were largely debt related to the sale of their stake in Azuga
Tourism S.A. (lei 31,9 million).
15. Assets measured at fair value through the profit or loss account
In ROL
31 december
2024
31 december
2023
Equity instruments measured at fair value, of which:
1.355.677.878
1.434.456.093
c 32.commission regulation (eu) no 32.
1.097.140.916
1.136.088.506
-related entities
258.536.962
298.367.587
Units measured at fair value
316.965.914
395.546.142
Loan granted
59.676.154
32.288.814
Corporate bonds (including interest attached)
-
38.185.926
Total
1.732.319.946
1.900.476.975
Shares measured at fair value through the profit and loss account include subsidiaries (unconsolidated)
of 1.097.140.916 L EI (2023: 1.136.088.506 lei) and associates 258.536.962 lei (2023: 298.367.587 lei).
In March 2024, the Vrancart bond matured, in 2024 fund units were bought back for a total value of 105
million lei
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
47
The fair value of investments in subsidiaries is shown below:
31 december
2024
31 december 2023
1
Measured at fair value through the profit and loss account
SIF REAL ESTATE PLC NICOSIA
441.742.722
429.656.276
SIF1 IMGB SA BUCHAREST
272.410.021
256.400.000
VRANCART SA
180.277.396
214.794.935
IAMU SA BLAJ
85.111.606
91.048.349
SIF SPV THREE
64.205.645
-
SIF HOTELS SA ORADEA
21.615.941
95.959.124
NAPOMAR SA CLUJ-NAPOCA
19.903.254
20.284.793
SIF SPV TWO SA BUCHAREST
10.385.117
6.068.237
SIFI CJ LOGISTIC SA BUCHAREST
1.343.380
1.327.606
SIF SPV FOUR
145.834
-
AZUGA TOURISM SA BUCHAREST
-
19.923.852
Total
1.097.140.916
1.136.088.506
2
Measured at fair value through other
comprehensive income
Real estate administration SA Bucharest
61.545.942
56.225.453
SAI Muntenia invest SA Bucharest
107.211.454
94.947.003
Total
168.757.396
151.172.455
Statement of investment funds in which units are held :
31 december
2024
31 december
2023
CENTINVEST SHARES (alternative open-ended Investment Fund)
125.090.505
98.972.942
ASSETS PLUS (alternative private equity Investment Fund)
82.052.945
203.771.710
OPTIMINVEST (alternative private equity investment fund)
49.346.526
41.814.001
ROMANIA STRATEGY FUND
46.984.060
39.539.760
Star Value
13.491.879
11.447.729
Total
316.965.914
395.546.142
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
48
The movement of financial assets measured at fair value through the profit and loss account in the year
2024 is shown in the following table:
In ROL
Shares
Fund units
Loans
granted
Corporate
bonds
Total
1 january 2024
1.434.456.092
395.546.142
32.288.814
38.185.926
1.900.476.975
Procurement
86.149.712
-
24.874.500
-
111.024.212
Sales
(118.645.528)
(105.000.001)
-
(36.874.800)
(260.520.328)
Change in interest receivable
-
-
2.520.040
(573.630)
1.946.410
Annex V.Part 2.247(b)
(46.282.399)
26.419.773
(7.200)
(737.496)
(20.607.322)
31 december 2024
1.355.677.878
316.965.914
59.676.154
-
1.732.319.945
The share acquisitions made during 2024 include: Capital contributions to SIF SPV THREE, SIF SPV FOUR
(in total amount of lei 61,3 million) and capital contribution to Vrancart (in total amount of lei 25 Mn) .
Share sales represent mostly the value of the holding in Azuga Tourism S.A- 44,7 Mn lei. Sold in full and
capital reduction of approximately lei 73 Mn in SIF Hotels . Also in 2024 the company bought back fund
units totaling lei 105 Mn.
The movement of financial assets measured at fair value through the profit and loss account in the year
2023 is shown in the following table:
In ROL
Shares
Fund units
Loans
granted
Corporate
bonds
Total
1 january 2023
1.205.645.522
362.939.797
116.912.505
38.313.018
1.723.810.844
Procurement
18.842.890
-
-
-
18.842.890
Sales
(49.553.410)
-
(86.065.648)
-
(135.619.058)
Change in interest receivable
-
-
1.193.069
(127.092)
1.065.977
Annex V.Part 2.247(b)
259.521.090
32.606.344
248.887
-
317.174.123
31 december 2023
1.434.456.092
395.546.142
32.288.814
38.185.926
1.900.476.975
The acquisition of shares carried out during 2023 includes shares in the company IAMU S.A.
The sale of shares is largely the value of the shareholding in Central S.A. sold in its entirety. Also in 2023
SIF SPV TWO SA repaid lei 86 million as part of the loan granted in 2022.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
49
The hierarchy analysis of the fair value of financial instruments
On 31 December 2024, financial assets measured at fair value classified in level 3 shall be reported as follows:
Financial assets
Value,just
31/12/24
Assessment
technique
Input data used
Unobservable input
data
Weighted average cost
of capital
Capitalization rate Sensitivity
Financial
investments, d,c:
1.106.049.864
Standar
d values
Lime vs val
standard
Standard
values
Lime vs val
standard
non-listed or no
active market
majority ownership
233.842.255
income approach -
discounted cash
flow method
Turnover, EBITDA
for each major
holding
Variation +/- 5
% from the
standard
value
Weighted average cost
of capital
9,1%-
13,4%
(for 5
compani
es) and
27% (for
one
company
)
Variation +/-
5 % from the
standard
value
The increase in EBITDA
(influenced by revenue
growth and/or cost
decreases) and the
decrease in wacc increases
fair value and vice versa
leads to a decrease in fair
value
non-listed or no
active market
majority ownership
851.778.660
net asset-adjusted
approach
Net assets
corrected for each
majority holding
within the holding
type
Variation +/- 5
% from the
standard
value of assets
and liabilities
unit rent and
capitalization rate for
real estate investments
(major influence net
asset)
8% to 11.5%
when valuing
fixed assets
(majority share
in total assets)
Variation +/-
5 % from the
standard
value
The increase in the net
asset (influenced by
increases in the value of
investments in real estate)
increases fair value and vice
versa decreases fair value
5.881.013
approach by market
comparisons
similar transactions
with company
shares or
comparable
companies
14.547.935
net asset-adjusted
approach
annual and half-
yearly historical
financial statements
Discount: Lack of
liquidity, minority
package, low
profitability
Total
1.106.049.864
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
50
On 31 December 2023, financial assets measured at fair value classified in level 3 shall be reported as follows:
Financial assets
Value,just
31/12/23
Assessment
technique
Input data used
Unobservable input
data
Weighted average cost
of capital
Capitalization rate Sensitivity
Financial
investments, d,c:
1.092.598.500
Standar
d values
Lime vs val
standard
Standard
values
Lime vs val
standard
non-listed or no
active market
majority ownership
322.163.121
income approach -
discounted cash
flow method
Turnover, EBITDA
for each major
holding
Variation +/- 5
% from the
standard
value
Weighted average cost
of capital
10,6%-
35,0%
Variation +/-
5 % from the
standard
value
The increase in EBITDA
(influenced by revenue
growth and/or cost
decreases) and the
decrease in wacc increases
fair value and vice versa
leads to a decrease in fair
value
non-listed or no
active market
majority ownership
750.302.905
net asset-adjusted
approach
Net assets
corrected for each
majority holding
within the holding
type
Variation +/- 5
% from the
standard
value of assets
and liabilities
unit rent and
capitalization rate for
real estate investments
(major influence net
asset)
8% to 11%
when valuing
fixed assets
(majority share
in total assets)
Variation +/-
5 % from the
standard
value
The increase in the net
asset (influenced by
increases in the value of
investments in real estate)
increases fair value and vice
versa decreases fair value
4.384.134
approach by market
comparisons
similar transactions
with company
shares or
comparable
companies
15.748.341
net asset-adjusted
approach
annual and half-
yearly historical
financial statements
Discount: Lack of
liquidity, minority
package, low
profitability
Total
1.092.598.500
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
51
16. Assets measured at fair value through other comprehensive income
The fair value of the shares for which the company selected the option to reflect fair value accounting
through other comprehensive income on 31 December 2024 and 31 December 2023 is shown below,
structured around the main sectors of economic activity. The company has chosen, at the time of
transition to IFRS 9, i.e. on initial recognition of new acquisitions, this disclosure required by IFRS 9,
provided that this option is consistent with the company’s investment strategy and horizon for these
investments.
In ROL
31 december
2024
%
31 december
2023
%
Financial intermediation and insurance
1.966.391.133
80,5%
1.559.710.690
78,9%
Mining and quarrying
251.752.575
10,3%
203.994.153
10,3%
Hotels and restaurants
77.050.702
3,2%
62.912.186
3,2%
Financial services applicable to real estate
65.668.942
2,7%
61.932.553
3,1%
Transport and storage
42.431.866
1,7%
46.044.950
2,3%
Production and supply of energy, gas, water
27.450.000
1,1%
28.800.000
1,5%
Manufacturing
7.502.498
0,3%
9.290.036
0,5%
Construction
4.463.516
0,2%
4.377.211
0,2%
Wholesale and retail trade, repair of motor
vehicles
206.465
0,0%
230.430
0,0%
Agriculture, forestry and fishing
-
0,0%
39.615
0,0%
TOTAL
2.442.917.696
100,0%
1.977.331.822
100,00%
Dividend income on shares measured at fair value through other comprehensive income is presented
separately in Note 7.
The movement of financial assets measured at fair value through other comprehensive income in the
year 2024 is shown in the following table:
In ROL
Actions*
1 january 2024
1.977.331.822
Procurement
83.373.322
Sales
(426.359)
Changes
382.638.911
31 december 2024
2.442.917.696
*the option to measure at fair value through other comprehensive income was exercised at initial recognition
The stock entries in the year 2024, in the total amount of lei 83.3 Mn mainly include the acquisition of
shares Grand Hotel Bucharest and infinity capital investments.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
52
In ROL
Actions*
1 january 2023
1.624.523.020
Procurement
23.748.220
Sales
(183.810.181)
Changes
512.870.764
31 december 2023
1.977.331.822
*the option to measure at fair value through other comprehensive income was exercised at initial recognition
The share entries in 2023 in the total amount of lei 23,7 Mn mainly include the acquisition of shares CH
Intercontinental S.A. Bucharest and Hidroelectrica.
The share sales in the amount of lei 183,8 Mn mainly include the Exit in Erste Bank, which generated a
gain of 1.436.069.
Reserves from the revaluation of financial assets designated at fair value through other
comprehensive income
In ROL
2024
2023
On 1 January
1.095.404.908
741.827.359
Gains/losses on fair value measurement of financial assets
measured at fair value through other comprehensive income
382.638.911
512.870.764
Gains or losses on financial assets and liabilities designated at
fair value through profit or loss by instrument and measured at
fair value through profit or loss shall be reported in this item
3.922.447
(106.766.363)
(Gain)/loss transferred to the profit and loss account of financial
assets measured at fair value through other comprehensive
income out of the portfolio
-
-
The related deferred income tax effect
(47.424.558)
(52.526.852)
On 31 December
1.434.541.708
1.095.404.908
During 2024 the gain of lei 3.922.447 (at 2023: Loss lei 106.766.363) is mostly the difference from
marking to market accumulated until the date of disposal.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
53
17. Other financial liabilities
In ROL
31 december 2024
31 december 2023
Liabilities to employees and related contributions
2.327.673
2.832.448
Taxes and duties
25.571
8.508.939
Domestic suppliers and creditors
545.315
1.061.048
Total
2.898.559
12.402.436
The decrease in 2024 compared to 2023 is mainly due to the payment of the profit tax recorded in the
2023 balance, amounting to 8,5 Mn, on the line “taxes and duties”.
18. Deferred income tax liabilities
The assets and liabilities related to tax deferred on 31 December 2024 are generated by the items
detailed in the following table:
In ROL
Assets
Liabilities
Net
Financial assets at fair value through the profit and
loss account
-
-
-
Financial assets at fair value through other
comprehensive income
-
1.428.622.566
(1.428.622.566)
Tangible assets and investments in real estate
-
13.800.880
(13.800.880)
Total
-
1.442.423.445
(1.442.423.445)
Net temporary differences
–
16% share
-
(230.787.752)
Deferred tax liabilities
-
(230.787.752)
The assets and liabilities related to tax deferred on 31 December 2023 are generated by the items
detailed in the following table:
In ROL
Assets
Liabilities
Net
Financial assets at fair value through the profit and
loss account
-
-
-
Financial assets at fair value through other
comprehensive income
-
1.127.996.570
(1.127.996.570)
Tangible assets and investments in real estate
-
14.834.647
(14.834.647)
Total
-
1.142.831.216
(1.142.831.216)
Net temporary differences – 16% share
-
-
(182.852.994)
Deferred tax liabilities
-
-
(182.852.994
)
Deferred income tax liabilities in the balance at 31 December 2024 in the amount of lei 230.787.752
(2023: Lei 182.852.996) include:
deferred income tax recognized directly by reducing other comprehensive income items to lei
228.579.611 (2023: lei 180.479.451), being generated by reserves on financial assets measured at fair
value through other comprehensive income;
deferred tax related mainly to differences in inflation of financial assets, impairment adjustments and
real estate investments, in the amount of lei 2.208.141 recognized in retained earnings.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
54
Deferred income tax liability movement table
Article 01
01/2024
Profit and loss
account
increases/decreas
es
Increases/decreases
in other
comprehensive
income
Article 31
12/2024
Financial assets measured at
fair value through other
comprehensive income
180.479.452
-
48.100.159
228.579.612
Tangible assets and
investments in real estate
2.373.544
(377.386)
211.983
2.208.142
Total
182.852.994
(377.386)
48.312.142
230.787.752
Article 01
01/2023
Profit and loss
account
increases/decreas
es
Increases/decreases
in other
comprehensive
income
Article 31
12/2023
Financial assets measured at
fair value through other
comprehensive income
134.375.136
-
46.104.316
180.479.452
Tangible assets and
investments in real estate
2.171.585
205.437
(3.478)
2.373.544
Total
136.546.721
205.437
46.100.838
182.852.994
19. Capital and reserves
ii.a. Share capital
On December 31, 2024, the share capital of Lion capital S.A. is lei 50.751.006 being divided into
507.510.056 shares with a nominal value of lei 0,1 and is the result of direct subscriptions to Lion’s share
capital, by converting into shares the amounts due as dividends under law no 55/1995 and the effect of
law 133/1996. On 31 December 2024, the number of shareholders was 5.735.100 (31 December 2023:
5.737.765).
The shares issued by Lion capital S.A are traded on the Bucharest stock Exchange since November 1999.
The stock and shareholder records are kept by the Central depository company S.A. Bucharest.
In ROL
31 december 2024
31 december 2023
Share capital
50.751.006
50.751.006
Total
50.751.006
50.751.006
ii.b. Retained earnings
In ROL
31 december 2024
31 december 2023
This is the amount of Tier 1 instruments that
an institution could be eligible to apply
under the relevant national GAAP
422.323.709
422.323.709
IFRS 9.Appendix a; Annex V.Part 2.294-295,
296(a), 296(b)
397.555.180
401.889.895
Profit or loss for the year
161.734.651
417.255.132
Other recognized amounts in retained
earnings (statutory reserves, revaluation
reserves, tangible assets, etc.)
2.187.404
2.220.252
Total
983.800.944
1.243.688.988
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
55
ii.c. Other reserves
In ROL
31 december 2024
31 december 2023
Net profit reserves
1.863.082.223
1.445.827.091
Reserves created as a result of the application of Law No
133/1996*
145.486.088
145.486.088
Prescribed dividend reserves
88.420.910
88.420.910
Exchange rate reserves and investment facilities
19.832.946
19.832.946
Total
2.116.822.166
1.699.567.034
The reserve on the initial portfolio was set up following the application of Law No 133/1996, as the
difference between the value of the portfolio to be provided and the value of the subscribed share
capital. These reserves are thus treated as a premium contribution and are not used for the sale of fixed
securities.
ii.d. Legal reserves
According to the legal requirements, the company shall hold legal reserves of 5 % of the profits recorded
in accordance with the applicable accounting regulations until the total amount of the reserves reaches
20 % of the share capital, in accordance with the Articles of Association Act. The value of the legal reserve
on December 31, 2024 is lei 10.150.201 ( December 31, 2023: Lei 10.150.201).
Legal reserves may not be distributed to shareholders.
( -) other financial liabilities
This reserve includes accumulated net changes in fair value of financial assets measured by other
comprehensive income from the date of their classification into this category until the date when they
were derecognized or impaired.
Reserves are recorded net of associated deferred tax, the amount of deferred tax recognized directly by
the deduction of equity is shown in Note 19.
The following table shows the reconciliation of net differences in fair value changes for financial assets
measured through other comprehensive income:
In ROL
31 december 2024
31 december 2023
IAS 1.9(a),(b)(I); Annex V.Part 2.21
1.434.541.708
1.095.404.908
Total
1.434.541.708
1.095.404.908
(F) dividends
The distribution of dividends from the profits of the financial year 2023 was not approved during 2024.
The distribution of dividends from the profits of the financial year 2022 was not approved during 2023.
(G) own shares
In ROL
31 december 2024
31 december 2023
Own shares
(7.221.000)
(2.494.800)
Total
(7.221.000)
(2.494.800)
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
56
Between 25.09.2024 and 08.10.2024 the public offer to buy shares issued by Lion capital S.A. was made
approved by decision A.S.F 957/10.09.2024. It was completed by the redemption of 2.490.000 own shares,
by Lion capital S.A, amounting to lei 7.221.000.
20 result per share
The calculation of the result per share was made on the basis of the profit attributable to ordinary
shareholders and the weighted average number of ordinary shares:
In ROL
2024
2023
Profit attributable to ordinary shareholders
161.734.652
417.255.132
Weighted average number of ordinary shares*
506.683.990
507.510.056
The base result per share
0,3192
0,8222
*taking into account their redeemed shares
The result per diluted share is equal to the result per basic share as the company did not register
potential ordinary shares.
In 2024 and 2023 there were no changes in accounting policies or new standards adopted that would
affect output per share and require disclosure in accordance with IAS 8.
21, commitments and contingent liabilities
a. Legal proceedings
On 31 December 2024, the company's records contained 49 litigation pending before the courts. The
company had an active procedural capacity in 38 disputes, standing passive in 9 disputes and being an
intervener in 2 disputes.
In most cases where the company is a claimant, the object of the litigation is the
annulment/establishment of nullity of decisions of general meetings of shareholders in portfolio
companies or the insolvency proceedings of portfolio companies.
b. Transfer price
The Romanian tax legislation contains rules on transfer pricing between related persons as early as 2000.
The current legal framework defines the principle of “market value” for transactions between related
persons as well as the methods of fixing transfer prices. As a result, it is expected that the tax authorities
will initiate in-depth transfer pricing checks to ensure that the tax result is not distorted by the effect of
prices in related relationships. The company cannot estimate the impact of such verification.
22. Affiliated parties
Related parties are entities or legal persons that are linked to each other by a controlling or significant
influence. Under accounting and tax regulations, a related party may be an entity that directly or
indirectly holds a significant participation in another entity, or that is under the control of the same
entities or group of entities. Related parties also include entities that are influenced by the same
economic or administrative interests. The transfer pricing method is based on the arm's length principle.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
57
The company identified in the course of its business the following related parties:
Key management personnel
31 december 2024
● On December 31, 2024, the board of directors of Lion capital S.A was made up of 4 members:
Bogdan-Alexandru Dragoi-president, Razvan-Radu Straut-vice-president (mandate ended on October
1, 2024), Sorin Marcel Pfister and Ionel Marian Ciucioi;
● On December 31, 2024 Executive Board members of Lion capital S.A: Bogdan-Alexandru Dragoi –
Director General, Razvan-Radu Straut – Deputy Director General (mandate ended 1 October 2024),
Florin Daniel Gavrila – Director and Laurentiu Rivis – Director.
31 december 2023
● On December 31, 2023, the board of directors of Lion capital S.A. was made up of 5 members:
Bogdan-Alexandru Dragoi-president, Razvan-Radu Straut-vice-president, Sorin Marica , Marcel
Pfister and Ionel Marian Ciucii;
● On December 31, 2023 Executive Board members of Lion capital S.A: Bogdan-Alexandru Dragoi –
Director General, Razvan-Radu Straut – Deputy Director General, Teodora Sferdian – Deputy Director
General (mandate ended 1 October 2023) and Laurentiu Rivis – Director.
During the financial year, no transactions were carried out and no advances and credits were granted to
the directors and managers of the company, except for advances for travel in the interests of the service.
During 2024 the gross amounts paid to members AS well as to directors (authorized by the ASF)
amounted to lei 9,924 thousand (2023: Lei 8,948).
The company did not receive or grant any guarantee to any related party.
Subsidiaries
Subsidiaries are legal entities controlled directly or indirectly by a parent, by holding a significant (usually at
least 50%) holding of the voting rights or by exercising control over the financial activity and policy of the
subsidiary.
The subsidiaries of the company as at 31 December 2024 and 31 December 2023 are as follows:
Company name
Ownership
percentage at 31
December 2024
Ownership
percentage at 31
December 2023
SIF REAL ESTATE PLC NICOSIA
99,9997%
99,9997%
SAI MUNTENIA INVEST SA BUCHAREST
99,98%
99,98%
SIF1 IMGB SA
99,99%
99,99%
NAPOMAR SA CLUJ
-
NAPOCA
99,43%
99,43%
SIF SPV THREE S.A BUCHAREST
99,99%
-
SIF SPV FOUR S.A. BUCHAREST
99,99%
-
SIF HOTELS SA ORADEA
98,99%
98,99%
AZUGA TOURISM SA BUCHAREST
-
98,94%
REAL ESTATE ADMINISTRATION SA BUCHAREST
97,40%
97,40%
ARIO SA BISTRITA
-
93,64%
(F
IAMU SA BLAJ
96,53%
96,53%
VRANCART SA
76,33%
76,05%
SIF SPV TWO SA BUCHAREST
99,99%
99,99%
UNITEH SA BUCHAREST*
-
36,34%
SIFI CJ LOGISTIC SA BUCHAREST*
5,53%
5,53%
C 62.90 - credit institutions (CLPs
Associated entities
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
58
The associated entities of the company as at 31 December 2024 and 31 December 2023 are the following:
a. Entities in which the company has shares in more than 20 % of the share capital and in which it has
significant influence:
Company name
Ownership percentage
at 31 December 2024
Ownership percentage at
31 December 2023
BIOFARM SA BUCHAREST
36,75%
36,75%
b. Companies in which the company holds more than 20 % of the share capital but which do not qualify
as associated entities because the company does not exercise significant influence in the companies:
Company name
Ownership percentage
at 31 December 2024
Ownership
percentage at 31
December 2023
GRAND HOTEL BUCHAREST SA
40,19%
30,19%
TARGOVISTE SA FOREST
-
25,75%
HIS MOLAR SUCEAVA
-
21,63%
c. Holdings in excess of 20 % of share capital, but companies are in insolvency/liquidation/bankruptcy,
etc.
Company name
Ownership
percentage at 31
December 2024
Ownership
percentage at 31
December 2023
Statu
s
COMAR BAIA MARE
-
34,94%
(F
ELBAC SA BACAU
-
32,45%
(F
PETROCART
-
30,18%
RJ
AGROPRODUCT RESITA
-
30,00%
RJ
NADLAC AGROINSTRIALA
-
30,00%
(F
ARDEAL ALBA IULIA FACTORY
-
29,51%
(F
COMJOINT OCNA MURES
-
28,97%
(F
MEBIS SA BISTRITA
-
26,78%
INS
EXFOR SA BUCHAREST
-
24,23%
(F
MOPAL SA BISTRITA
-
21,89%
DIZ
TRANSYLVANIA AIUD
-
20,19%
(F
INS: Insolvency
RJ: Judicial reorganization
DIZ: Dissolution
F: Bankruptcy
A. radiation
In 2024 all companies with over 20% of the share capital and in insolvency/liquidation/bankruptcy were
sold.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
59
Transactions in the statement of profit or loss
2024
2023
Income from dividends, of which:
PLC real estate SIF
34.874.698
12.031.798
AZUGA Tourism SA
-
763.276
SAI MUNTENIA INVEST SA
32.993.400
29.994.000
VRANCART SA
-
9.086.125
BIOFARM SA
11.224.994
10.862.898
SIF Hotels
5.937.781
-
IAMU SA
-
3.861.240
SIFI CJ LOGISTIC SA
22.884
915.365
Total
85.053.757
67.514.701
Interest income, showing:
VRANCART SA
629.561
2.766.775
SIF SPV TWO SA
2.297.794
1.103.608
SIF 1 IMGB
222.659
Total
3.150.014
3.870.383
Other expenditure, showing that:
MANAGEMENT OF REAL ESTATE SA — rents, operating
expenses
403.154
295.895
403.154
295.895
Transactions by statement of financial position
2024
2023
Other claims, showing that:
VRANCART SA-principal bonds
-
37.612.296
VRANCART SA-interest
-
573.630
SIF Sov TWO SA — main loan
31.837.069
31.840.269
SIF SPV TWO SA — interest receivable
2.745.977
448.545
SIF 1 IMGB – principal loan
24.870.500
-
SIF 1 IMGB - interest receivable
222.608
-
Total
59.676.154
70.474.741
Other liabilities, showing
REAL ESTATE MANAGEMENT SA
-
987
Total
-
987
The following operations were carried out with the subsidiaries during 2024:
- Vrancart S.A. participation in the increase of the share capital in cash by the sum of 24.861.062
lei, representing the consideration, 248.078.495 shares and the collection of the bond:
36.874.800 lei ;
- SIF SPV THREE and FOUR – participation / contribution to the share capital increase in cash with
a total amount of lei 61.288.650;
- Azuga Tourism and SIFI Unueh – full sale/liquidation of the holding, the value of the transactions
being lei 44,7 million and lei 0.7 million.
Graphics
Notes on individual financial statements
for the financial year ended 31 december 2024
60
The following operations were carried out with the subsidiaries during 2023:
- Vrancart S.A. participation in the increase of the share capital in cash by an amount of 37.846.593
lei, representing cval, 377.584.668 shares;
- IAMU SA participation in the increase of the share capital in cash by an amount of 18.842.890 lei,
representing cval, 1.884.289 shares;
- Central S.A. a full sale of the stake, the value of the transaction being lei 40,3 mn.
23. Reporting by activity segment
Activity segments information
Business segments are components that engage in commercial activities, that may generate revenue or
expenditure, the operating results of which are periodically reviewed by the main decision maker (CODM)
and for which discrete financial information is available. CODM is the person or group of persons who
allocates resources and evaluates the performance of the entity. The Commission therefore concluded
that the measures in question were not in line with the general interest of the Union.
Description of the products and services from which each Reportable segment derives its revenues
The company is organized on the basis of a principal business segment, its main business being the
making of financial investments, in order to increase the value of its treasury shares in accordance with
the regulations in force and the subsequent management of the investment portfolio and exercise all
related rights to the instruments invested.
Factors that have been used by leadership to identify Reportable segments
The company considered that it had only one segment of activity as it had only one strategic business
unit.
The financial information of the segment being reviewed by CODM includes the investment portfolio of
the company. Mainly financial assets, as well as dividend income of the company. CODM obtains the
financial statements of the company prepared in accordance with IFRS. This financial information
overlaps with the analysis of the internally provided segment at CODM. As such, the management applied
the basic principle of IFRS 8, business segments, in determining which of the overlapping sets of financial
information should form the basis for operating segments.
Management considered that IFRS financial statements information was not available frequently enough
to conclude that segment reporting should exclude any details other than information about the
investment portfolio and dividend income.
The measurement of the segment’s operating profit, i.e. the assets and liabilities attributable to the
CODM segment, shall review the financial statements prepared under IFRS and assess the performance
of the profit-based segment before tax.
24. Events after the balance sheet date
There were no further events having an impact for these separate financial statements.
Graphics
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1
FAC8FE6548FB891529123E8D2E082A59





INDEPENDENT AUDITOR’S REPORT



To the Shareholders,
Lion Capital S.A.

Report on the Audit of the Separate Financial Statements

Opinion

1. We have audited the separate financial statements of Lion Capital S.A. (“the Company”), with registered office in Calea
Victoriei, nr. 35 A, județul Arad, Romania, identified by unique tax registration code RO 2761040, which comprise the
separate statement of financial position as at December 31, 2024, and the separate statement of profit or loss and
other comprehensive income, separate statement of changes in equity and separate statement of cash flows for the
year then ended, and notes to the separate financial statements, including material accounting policy information.

2. The financial statements as of December 31, 2024, are identified as follows:

• Equity RON 4,593,615,461
• Net profit for the financial year RON 161,734,652

3. In our opinion, the accompanying separate financial statements present fairly, in all material respects, the separate
financial position of the Company as at December 31, 2024, and its separate financial performance and its separate
cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by
the EU and applying Financial Supervisory Authority (“FSA”) Norm no. 39/28 December 2015, regarding the approval of
the accounting regulations in accordance with IFRS, applicable to the entities authorized, regulated and supervised by
the FSA from the Financial Investments and Instruments Sector, as well as Investor Compensation Fund, with
subsequent amendments (referred to herein as “FSA Norm no. 39/2015”).

Basis for Opinion

4. We conducted our audit in accordance with International Standards on Auditing (ISAs), Regulation (EU) No. 537/2014
of the European Parliament and the Council (herein after referred to as “the Regulation”) and Law 162/2017 on the
statutory audit of annual financial statements and annual consolidated financial statements and on amending other
pronouncements (herein after referred to as “the Law 162/2017”. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We
are independent of the Company in accordance with the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA
Code), in accordance with ethical requirements relevant for the audit of the financial statements in Romania including
the Regulation and the Law 162/2017 and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.

Key Audit Matters

5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
separate financial statements of the current period. These matters were addressed in the context of our audit of the
separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

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2
Key audit matter How our audit addressed the matter
Valuation of equity investments
We refer to notes 15 and 16 in the separate financial
statements, where investments in financial assets at
fair value are presented, including equity
investments, representing shares held by the
Company. As of December 31, 2024, investments in
equity securities represent 78% of the total assets
held by the Company.
Financial investments in equity securities classified
under Level 3 of the fair value hierarchy amount to
RON 1.1 billion and consist of holdings in Romanian
companies, both listed and unlisted, but without an
active market.
The determination of the fair value of investments in
equity securities classified under Level 3 of the fair
value hierarchy was carried out based on valuation
models using the financial information of the
assessed companies available at a date prior to
December 31, 2024, which involves significant
judgments and a high degree of estimation.
These valuations were carried out by independent
appraisers designated by the Company's
management. The Company's management
performed an analysis covering the period from the
date of the valuations of the respective investments
until December 31, 2024, in order to identify
significant changes in the fair value of investments in
equity securities as of December 31, 2024.
This represented a key area of focus in our audit due
to the significant values of these investments, the
complexity involved in valuing these investments, the
significance of the professional judgments and
significant estimates used in the valuation, as well as
the reflection of changes in fair value in the individual
financial statements.
To address the key audit matter, our audit focused on evaluating
the relevant controls regarding the annual evaluation process of
investments in equity securities measured at fair value. Our
analysis of the design and implementation of the relevant
controls provided a basis for us to establish audit procedures
according to the nature, planning, and planned scope.
For significant listed equity investments, we assessed the
Company’s analyses and policies regarding the frequency of
transactions to identify securities without an active market. For
significant listed equity investments classified under Level 1 of the
fair value hierarchy, we evaluated the accuracy of the closing
price on the capital market of the shares as of December 31,
2024, or from the last available trading day at the end of the
reporting period.
For a sample of equity investments classified under Level 3 of the
fair value hierarchy and involving significant valuation
assumptions, we involved our own valuation specialists, who
analyzed the valuation methodology, the assumptions used, the
significant unobservable inputs used by the appraisers, as well as
their professional competence and independence from the
Company.
We evaluated the Company’s Management analyses for the
period subsequent to the date of the valuation reports until
December 31, 2024, to identify significant events that may have a
substantial impact on the fair value of equity investments as of
December 31, 2024.
We also evaluated whether significant changes in fair values were
accurately reflected in the separate financial statements.
In the analysis of the separate financial statements, we
considered whether they properly reflect the significant
information regarding equity investments in accordance with the
Company’s accounting policies and the requirements of IFRS 13
Fair Value Measurement ("IFRS 13"). In this regard, we assessed
the accuracy of the presentation of significant information related
to the fair value hierarchy, information on significant
unobservable and observable inputs, in line with the disclosure
requirements set out by IFRS 13.

Other Information

6. The administrators are responsible for the preparation and presentation of the other information. The other
information comprises the Administrators’ Report and the Remuneration Report but does not include the separate
financial statements and our auditor’s report thereon.

Our opinion on the separate financial statements does not cover the other information and, unless otherwise explicitly
mentioned in our report, we do not express any form of assurance conclusion thereon.





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3
In connection with our audit of the separate financial statements for the year ended December 31, 2024, our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the separate financial statements, or our knowledge obtained in the audit or otherwise appears to be
materially misstated.

Other responsibilities of reporting with respect to other information – Separate Administrators’ Report

With respect to the separate Administrators’ Report, we read it and report if this has been prepared, in all material
respects, in accordance with the provisions of FSA Norm no. 39/2015 articles no. 8-13.

On the sole basis of the procedures performed within the audit of the separate financial statements, in our opinion:

a) the information included in the Administrators’ Report and the Remuneration Report, for the financial year for
which the separate financial statements have been prepared is consistent, in all material respects, with these
separate financial statements;

b) the Administrators’ Report has been prepared, in all material respects, in accordance with the provisions of FSA
Norm no. 39/2015 articles no. 8-13.

Moreover, based on our knowledge and understanding concerning the Company and its environment gained during
the audit on the separate financial statements prepared as at December 31, 2024, we are required to report if we have
identified a material misstatement of this Administrators’ Report and the Remuneration Report. We have nothing to
report in this regard.

Other reporting responsibilities with respect to other information – Remuneration report

With respect to the Remuneration Report, we read it to determine if it presents, in all material respects, the
information required by article 107, paragraphs (1) and (2) of Law 24/2017 regarding the issuers of financial
instruments and market operations, republished. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Separate Financial Statements

7. Management is responsible for the preparation and fair presentation of the separate financial statements in
accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and applying FSA Norm no.
39/2015 and for such internal control as management determines is necessary to enable the preparation of separate
financial statements that are free from material misstatement, whether due to fraud or error.

8. In preparing the separate financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

9. Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Separate Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these separate financial statements.







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4
11. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of separate the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the separate financial statements, including the
disclosures, and whether the separate financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.

14. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the separate financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. We were appointed by the General Meeting of Shareholders on 26 October 2023 to audit the separate financial
statements of Lion Capital S.A. for the financial years ended December 31, 2024 and December 31, 2025. The
uninterrupted total duration of our commitment is six years, covering the financial years ended December 31, 2019
until December 31, 2024.

We confirm that:

▪ Our audit opinion is consistent with the additional report submitted to the Audit Committee of the Company that
we issued the same date we issued this report. Also, in conducting our audit, we have retained our independence
from the audited entity.

▪ No non-audit services referred to in Article 5 (1) of EU Regulation no. 537/2014 were provided.

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5
Report on the Information Regarding Income Tax

16. For the financial year preceding the financial year for which the financial statements were prepared, the Company was
not required under FSA Norm no. 39/2015, articles 39
2
-39
7
to publish a report on income tax information.

The engagement partner on the audit resulting in this independent auditor’s report is Irina Dobre.

Report on compliance with Law no. 162/2017 on the statutory audit of annual financial statements and annual
consolidated financial statements and on amending other pronouncements (“Law 162/2017”), and Commission
Delegated Regulation (EU) 2018/815 on the European Single Electronic Format Regulatory Technical Standard
(“ESEF”)

17. We have undertaken a reasonable assurance engagement on the compliance with Law 162/2017 and Commission
Delegated Regulation (EU) 2019/815 applicable to the separate financial statements included in the annual financial
report of Lion Capital S.A. (“the Company”) as presented in the digital file which contains the unique code (“LEI”)
254900GAQ2XT8DPA7274 (“Digital Files”).

(i)

Responsibilities of Management and Those Charged with Governance for the Digital Files prepared in compliance
with ESEF

Management is responsible for preparing the Digital Files that comply with ESEF. This responsibility includes:

▪ the design, implementation and maintenance of internal controls relevant to the application of ESEF;

▪ ensuring consistency between the Digital Files and the separate financial statements to be submitted in
accordance with FSA Norm 39/2015.

Those charged with governance are responsible for overseeing the preparation of the Digital Files that comply
with ESEF.

(ii)

Auditor’s Responsibilities for the Audit of the Digital Files

Our responsibility is to express a conclusion on whether the separate financial statements included in the annual
financial report complies in all material respects with the requirements of ESEF based on the evidence we have
obtained. We conducted our reasonable assurance engagement in accordance with International Standard on
Assurance Engagements 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical
Financial Information (ISAE 3000) issued by the International Auditing and Assurance Standards Board.

Our firm applies International Standard on Quality Management 1 (“ISQM1”) and accordingly maintains a
comprehensive system of quality control including documented policies and procedures regarding compliance
with ethical requirements, professional standards and applicable legal and regulatory requirements.

A reasonable assurance engagement in accordance with ISAE 3000 involves performing procedures to obtain
evidence about compliance with ESEF. The nature, timing and extent of procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material departures from the requirements set out in
ESEF, whether due to fraud or error. A reasonable assurance engagement includes:

▪ obtaining an understanding of the Company’s process for preparation of the digital files in accordance with ESEF,
including relevant internal controls;

▪ reconciling the digital files with the audited separate financial statements of the Company to be submitted in
accordance with FSA Norm 39/2015;

▪ evaluating if the separate financial statements contained in the annual report have been prepared in a valid
XHTML format.




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6
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. In
our opinion, the separate financial statements for the year ended December 31, 2024 included in the annual financial
report in the Digital Files comply in all materials respects with the requirements of ESEF.

In this section, we do not express an audit opinion, review conclusion or any other assurance conclusion on the separate
financial statements. Our audit opinion relating to the separate financial statements of the Company for the year ended
December 31, 2024 is set out in the “Report on the audit of the separate financial statements” section above.



Irina Dobre, Audit Partner





Registered in the Electronic Public Register of Financial
Auditors and Audit Firms under AF 3344

On behalf of:

DELOITTE AUDIT SRL

Registered in the Electronic Public Register of Financial
Auditors and Audit Firms under FA 25

The Mark Building, 84-98 and 100-102 Calea Griviței, 9
th
Floor, District 1
Bucharest, Romania
March 24, 2025


For signature, please refer to the original
Romanian version.

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LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

1
STATEMENT


This statement is given pursuant to the provision of Art. 65 par. 2 (c) of Law no. 24/2017, republished, for
the financial statements of Lion Capital S.A. prepared as of December 31, 2024, regarding the extent to
which they fairly present, in all material respects, the financial position of Lion Capital S.A. as of
December 31, 2024, and the result of Company’s operations as at that date, in accordance with the
requirements of the accounting standards in Romania, namely Accounting Law no. 82/1991, republished,
and ASF Norm no. 39/2015 for the approval of the Accounting Regulations compliant with the International
Financial Reporting Standards, applicable to entities authorized, regulated and supervised by the Financial
Supervisory Authority, from the Financial Instruments and Investments Sector.
We take responsibility for the fair presentation of the financial statements pursuant to the legal regulations
listed above. We knowingly and confidently confirm that:
a) The accounting policies used for the preparing of the separate financial statements are in accordance
with the Accounting Regulations approved by ASF Norm no. 39/2015;
b) The separate financial statements prepared as of December 31, 2024, provide a fair and accurate view
of the assets, liabilities, financial position and profit or loss and other comprehensive income and
other information related to the activity of the Company;
c) The Company operates in terms of continuity;
d) The report of the Board of Directors provides an accurate analysis of the development and
performance of the Company, and a description of the main risks and uncertainties specific to the
activity carried out.



Chairman and CEO CFO
Bogdan-Alexandru DRĂGOI Bogdan DUȘU




Graphics
STATEMENT OF Annex 10
Lion Capital S.A. assets and liabilities as per Reg. 7/2020
AIFRI established by a constitutive act
31.12.2024 - restated
ITEM VALUE [RON]
1 Intangible assets 22,051
2 Tangible assets 5,062,722
3 Investment property 11,913,467
4 Biological assets -
5 Assets representing rights to use the underlying assets in a leasing contract 2,243,002
6 Financial assets 4,110,682,755
6.1 Financial assets measured at amortized cost -
6.2 Financial assets measured at fair value through profit and loss 1,672,771,691
6.2.1 Shares 1,355,805,778
6.2.1.1 Admitted to trading on a trading venue 988,755,454
6.2.1.2.1 in Romania 988,755,454
6.2.1.2.1.1 Traded in the last 30 trading days 440,285,481
6.2.1.2.1.2 Not traded in the last 30 trading days 548,469,973
6.2.1.2.2 in a Member State -
6.2.1.2.3 in a third country -
6.2.1.2 Not admitted to trading 367,050,323
6.2.1.2.1 in Romania 367,050,323
6.2.1.2.2 in a Member State -
6.2.1.2.3 in a third country -
6.2.2 Corporate bonds -
6.2.2.1 Admitted to trading on a trading venue -
6.2.2.1.1 in Romania -
6.2.2.2.1.1 Traded in the last 30 trading days -
6.2.2.2.1.2 Not traded in the last 30 trading days -
6.2.2.1.2 in a Member State -
6.2.2.1.3 in a third country -
6.2.2.2 Not admitted to trading -
6.2.3 Securities of AIF / UCITS 316,965,914
6.2.3.1 Shares -
6.2.3.2 Fund units 316,965,914
6.2.3.2.1 Admitted to trading on a trading venue -
6.2.3.2.2 Not admitted to trading 316,965,914
6.2.3.2.2.1 in Romania 269,981,854
6.2.3.2.2.2 in a Member State -
6.2.3.2.2.3 in a third country 46,984,060
6.3 Financial assets measured at fair value through other comprehensive income 2,437,911,063
6.3.1 Shares 2,042,234,209
6.3.1.1 Addmitted to trading on a trading venue 1,864,207,212
6.3.1.2.1 in Romania 1,864,207,212
6.3.1.2.1.1 Traded in the last 30 trading days 1,863,706,622
6.3.1.2.1.2 Not traded in the last 30 trading days 500,590
6.3.1.2.2 in a Member State -
6.3.1.2.2.1 Traded in the last 30 trading days -
6.3.1.2.2.2 Not traded in the last 30 trading days -
6.3.1.2.3 in a third country
6.1.1.2.3.1 Traded in the last 30 trading days
6.1.1.2.3.2 Not traded in the last 30 trading days
6.3.1.2 Not admitted to trading 178,026,997
6.3.1.2.1 in Romania 178,026,997
6.3.1.2.2 in a Member State
6.3.1.2.3 in a third country
6.3.2 Corporate bonds 1,256,103
6.3.2.1 Admitted to trading on a trading venue 1,256,103
6.3.2.1.1 in Romania -
6.3.2.2.1.1 Traded in the last 30 trading days -
6.3.2.2.1.2 Not traded in the last 30 trading days -
6.3.2.2.1.3 Newly issued bonds 1,256,103
6.3.2.1.2 in a Member State -
6.3.2.1.3 in a third country -
6.3.2.2 Not admitted to trading -
6.3.3 Securities of AIF / UCITS 394,420,751
6.3.3.1 Shares 394,420,751
6.3.3.1 Admitted to trading on a trading venue 394,420,751
6.3.3.1.1 in Romania 394,420,751
6.3.3.1.1.1 Traded in the last 30 trading days 394,420,751
6.3.3.1.1.2 Not traded in the last 30 trading days -
6.3.3.2.2 in a Member State
6.3.3.2.3 in a third country
6.3.3.2 Not admitted to trading -
6.3.3.2 Fund units -
7 Cash available (cash and cash equivalent) 1,178,471
8 Bank deposits 611,737,535
9 Other assets: 92,186,639
9.1 Dividends or other receivables -
9.2 Other assets 92,186,639
9.2.1 59,676,154
10 Accrued expenses 332,578
11 Total assets 4,835,359,219
12 Total liabilities 245,750,554
12.1 Financial liabilities measured at amortized cost 14,962,803
12.2 Deferred income tax liabilities 230,787,752
12.3 Other liabilities -
13 Provisions for risks and expenses -
14 Deferred income 2,129,455
15 Equity, of which: 4,593,615,460
15.1 Share capital 50,751,006
15.2 Items treated as equity 632,757,735
15.3 Other components of equity 1,436,940,807
15.4 Premium related to capital -
15.5 Revaluation reserves 2,523,295
15.6 Reserves 4,087,161,971
15.7 Treasury shares -7,372,959
15.8 Retained earnings 756,788,512
15.9 Retained earnings first-time adoption of IAS 29 (debtor account) -2,527,669,558
15.10 Result for the period 161,734,651
16 Net Asset Value 4,587,479,210
17 Number of outstanding shares**
505,020,056
18 Net Asset Value per Share 9.0838
19 Number of companies in the portfolio, of which:
36
19.1 Companies admitted to trading on an EU trading venue 23
19.2 Companies admitted to trading on a stock exchange in a third country -
19.3 Companies not admitted to trading 13
Depositary bank
Banca Comercială Română
Loans granted to subsidiaries
This statement is provided as a free translation from Romanian, which is the official and binding version
Lion Capital S.A.
***Net Asset Value as of 31.12.2024 was recalculated as follows: portfolio items (shares) measured on the basis of valuation reports - recorded at
values updated as of 31.12.2024; non-portfolio items - based on the final balance sheet underlying the preparation of the standalone annual
financial statements subject to the approval of the OGM of April 2025.
** In accordance with Article 123, paragraph (3) of ASF Regulation no. 9/2014, this section reflects the number of shares issued by the company
and outstanding as of the reporting date, which serve as the basis for calculating the net asset value per share. Treasury shares repurchased and
held by the company as of the reporting date are excluded. As of this report's date, out of a total of 507,510,056 issued shares, the company holds
2,490,000 treasury shares, repurchased during the public tender offer conducted between September 25 and October 8, 2024
* The value of treasury shares repurchased during the Public Tender Offer conducted between September 25 and October 8, 2024.

Graphics
ANNEX - according to art.38 par. (4) of Law 243/2019
Assets in Lion Capital portfolio evaluated using valuation methods in accordance with International Valuation Standards
as of 31.12.2024 - restated
No. Name of the issuer
Tax
Indentification
Code
Symbol
No. of shares
held
No./date of
valuation report
RON / share Total value Valuation method
Companies not admitted to trading where LC's stake is> 33% of the share capital
1
NAPOMAR
199176 10,256,241 301/20.02.2025 1.9406 19,903,261
income approach, discounted cash
flow method
2
SAI MUNTENIA INVEST
9415761 119,976 303/20.02.2025 893.6075 107,211,453
income approach, discounted cash
flow method
3
SIF SPV TWO 40094500 119,988 306/20.02.2025 86.5513 10,385,117
asset approach, corrected Net Asset
method
4
Administrare Imobiliare SA 20919450 16,049,741 309/20.02.2025 3.8347 61,545,942
asset approach, corrected Net Asset
method
5
SIF1 IMGB 380430 199,993 304/20.02.2025 1362.1000 272,410,465
asset approach, corrected Net Asset
method
6
SIF SPV THREE 49696089 149,850 307/20.02.2025 428.4661 64,205,645
asset approach, corrected Net Asset
method
7
SIF SPV FOUR 50270264 149,850 308/20.02.2025 0.9732 145,834
asset approach, corrected Net Asset
method
Companies admitted to trading with irrelevant liquidity for the application of the mark to market valuation method (according to Art.114 par. (4) of Reg.9 / 2014)
8
SIF Imobiliare PLC HE323682 SIFI 4,499,961 305/20.02.2025 98.1659 441,742,722
asset approach, corrected Net Asset
method
9
SIF Hoteluri 56150 CAOR 31,820,906 310/20.02.2025 0.6793 21,615,941
income approach, discounted cash
flow method
10
IAMU 1766830 IAMU 9,170,588 302.20.02.2025 9.2809 85,111,310
income approach, discounted cash
flow method
Leverage and exposure calculated in accordance with the provisions of Regulation (EU) no. 231/2013
Method for calculating AIFRI
exposure
Exposure value Leverage
(RON) (%)
Gross method 3,974,939,216 86.648%
Commitment method 4,587,479,210 100%
Certification of Depositary Bank,
Lion Capital S.A.
Banca Comercialã Românã


Graphics
ANNEX 11
Table 1
ITEM
% of net
asset
% of total
assets
Currency RON
% of net
asset
% of total
assets
Currency RON
I Total assets
103.43 98.15 1,623,045 4,743,034,716 105.40 100.03
1,632,115 4,833,727,103 90,701,457
1
Securities and money market instruments, of which:
62.79 59.59 1,251,817 2,825,166,736
62.22 59.04
1,256,103 2,852,962,667 27,800,217
1.1
62.76 59.56 - 2,825,166,736 62.19 59.02 - 2,852,962,667
27,795,931
1.1.1
shares
62.76 59.56 2,825,166,736 62.19 59.02 2,852,962,667
27,795,931
1.1.2
other securities assimilated to these
- - - - - - - -
0
1.1.3
corporate bonds
- - - - - - - -
0
1.1.4
other debt securities
- - - - - - - -
0
1.1.5
other securities
- - - - - - - -
0
1.1.6
money market instruments
- - - - - - - -
0
1.2
0.03 0.03 1,251,817.26 -
0.03 0.03
1,256,103 - 4,286
1.2.1
shares
- - -
-
- - -
-
0
1.2.2
other securities assimilated to these
- - - - - - - -
0
1.2.3
corporate bonds
0.03 0.03 1,251,817 - 0.03 0.03 1,256,103 -
4,286
1.2.4
other debt securities
- - - - - - - -
0
1.2.5
other securities
- - - - - - - -
0
1.2.6
money market instruments
- - - - - - - -
0
1.3
- - - -
- -
- - 0
2
Newly issued securities
- - - -
- -
- - 0
3
11.52 10.93 - 518,528,113
11.88 11.28
- 545,077,320 26,549,207
3.1
11.52 10.93 518,528,113
11.88 11.28
545,077,320 26,549,207
4 Bank deposits, of which:
14.96 14.19 - 673,170,869
13.33 12.65
- 611,737,535 -61,433,334
4.1 bank deposits with credit institutions in Romania;
14.96 14.19 - 673,170,869
13.33 12.65
- 611,737,535 -61,433,334
4.2 bank deposits with credit institutions in a Member State;
- - - -
- -
- - 0
4.3 bank deposits with credit institutions in a third country.
- - - -
- -
- - 0
5
- - -
- -
- 0
6 Current accounts and cash
0.04 0.04 371,228 1,345,175
0.03 0.02
376,012 802,459 -537,933
7
- - - -
- -
- - 0
8 Equity securities of AIF/UCITS (RO: FIA/OPCVM) of which:
13.65 12.96 - 614,637,522
15.51 14.72
- 711,386,665 96,749,143
8.1 AIF shares
303,162,049 394,420,751 91,258,702
8.2 UCITS fund units
311,475,473 316,965,914 5,490,441
9 Dividends or other rights receivable
- - - -
- -
- - 0
10 2.45 2.32 - 110,186,301
2.44 2.31
- 111,760,459 1,574,157
10.1
1.32 1.25 59,390,633
1.30 1.23
59,676,154 285,521
II Total liabilities
5.41 5.13 - 243,425,116
5.40 5.13
- 247,880,009 4,454,893
1
- - - -
- -
- - 0
2 Expenses for the payment of fees due to depositary bank
- - - -
- -
- - 0
3 Expenses for the payment of fees due to intermediaries
- - - -
- -
- - 0
4 Expenses on turnover fees and other banking services
- - - -
- -
- - 0
5 Interest expenses
- - - -
- -
- - 0
6 Issuance expenses
- - - -
- -
- - 0
7 Expenses with the payment of commissions/fees due to ASF
- - - -
- -
- - 0
8 Financial audit costs
- - - -
- -
- - 0
9 Other approved expenses / liabilities
5.41 5.13
- 243,425,116
5.40 5.13
- 247,880,009 4,454,893
10 Redemptions payable
- - - -
- -
- - 0
11 Other liabilities
- - - -
- -
- - 0
III Net Asset Value (I-II)
100.00 94.89 1,623,045 4,499,609,601
100.00 94.90
1,632,115 4,585,847,094 86,246,563
Other securities and money market instruments, of which:
Derivatives traded on a regulated market
Securities and money market instruments admitted on a stock exchange in a
third country, that operates on a regular basis and is recognized and open to
the public, approved by ASF, of which:
Expenses for the payment of fees due to AIFM
Money market instruments other than those traded on a regulated market, as referred
to in Art. 82(g) of GEO no. 32/2012 - Repo contracts on securities
Other assets (amounts in transit, amounts with distributors, with brokers, etc.).
Loans granted to subsidiaries
shares not admitted to trading
End of the reporting period [31.12.2024]
Differences
(RON)
Securities and money market instruments admitted or traded in a trading venue
in a member state
Securities and money market instruments admitted or traded in a trading venue
in Romania, of which:
DETAILED STATEMENT OF LION CAPITAL'S INVESTMENTS as of 31.12.2024 - restated
Beginning of the reporting period [31.11.2024]

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Table 2
Statement of net asset value per share 31.12.2024 - restated
RON
ITEM Current period Corresponding period of the previous year Differences
Net Asset Value
4,587,479,210 4,095,059,742 492,419,468
Number of fund units / shares outstanding, of which held by
505,020,056 506,520,056 -1,500,000
` - individuals
205,038,426 204,453,470 584,956
` - legal entities
299,981,630 302,066,586 -2,084,956
Net asset value per share
9.0838 8.0847 0.9991
Number of investors, of which:
5,735,100.0000 5,737,764.0000 -2,664
` - individuals
5,734,984 5,737,638 -2,654
` - legal entities
116 126 -10

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Table 3
DETAILED STATEMENT OF INVESTMENTS AS OF 31.12.2024 - restated
I. Securities admited or traded in a trading venue in Romania
1. Shares traded in the last 30 trading days (business days)
No. Issuer
Symbol
Date of last trading
session
No. of shares held
Nominal
value
Value of
share
Total value
Stake of issuer's
share capital
Weight in AIFRI
total assets
RON RON RON % %
1
BANCA TRANSILVANIA
TLV 30.12.2024 43,860,605 10.00
27.0000 1,184,236,335
4.7837 24.50
2
BIOFARM
BIO 30.12.2024 362,096,587 0.10
0.7140 258,536,963
36.7471 5.35
3
BRD - GROUPE SOCIETE GENERALE
BRD 30.12.2024 13,615,497 1.00
18.6400 253,792,864
1.9537 5.25
4
OMV PETROM
SNP
30.12.2024 355,081,206 0.10
0.7090 251,752,575
0.5698 5.21
5
VRANCART
VNC 30.12.2024 1,534,275,712 0.10
0.1175 180,277,396
76.3277 3.73
6
GRAND HOTEL BUCHAREST
RCHI
27.12.2024 335,003,053 0.10
0.2300 77,050,702
40.1902 1.59
7
CONPET PH
COTE
30.12.2024 562,740 3.30
75.4000 42,430,596
6.5000 0.88
8
S.P.E.E.H. HIDROELECTRICA
H2O
30.12.2024 225,000 10.00
122.0000 27,450,000
0.0500 0.57
9
BURSA DE VALORI BUCURESTI
BVB
30.12.2024 451,700 10.00
40.9000 18,474,530
5.1016 0.38
10
IMPACT DEVELOPER & CONTRACTOR
IMP 30.12.2024 21,700,000 0.25
0.1900 4,123,000
0.9176 0.09
11
ARCELOR MITTAL HUNEDOARA
SIDG 27.12.2024 5,921,324 0.10
0.2980 1,764,555
2.9820 0.04
12
SIFI CJ LOGISTIC
CACU 30.12.2024 54,486 2.50
27.0000 1,471,122
5.5275 0.03
13
SATURN
SATU 30.12.2024 346,926 2.50
4.0000 1,387,704
17.5385 0.03
14
INDUSTRIA SARMEI CAMPIA TURZII
INSI 28.11.20024 4,604,082 0.10
0.1600 736,653
1.2497 0.02
15
SOMETRA
SOMR
27.11.2024 72,444 2.50
7.0000 507,108
2.0840 0.01
TOTAL
2,303,992,103
47.66
2. Shares not traded in the last 30 trading days (working) or measured by valuation methods
No. Issuer
Symbol
Date of last trading
session
No. of shares held
Nominal
value
Value of
share
Total value
Stake of in issuer's
share capital
Weight in AIFRI
total assets
RON RON RON % %
1
SIF IMOBILIARE
SIFI 23.02.2024 4,499,961 4.47 98.1659 441,742,722 99.9997 9.14
2
IAMU
IAMU 30.09.2024 9,170,588 2.50 9.2809 85,111,310 96.5310 1.76
3
SIF HOTELURI
CAOR
26.11.2024 31,820,906 0.20 0.6793 21,615,941 98.9997 0.45
4
PRIMACONSTRUCT
PCTM
10.09.2024 90,685 2.50
5.5201 500,590
15.6969 0.01
5
ICSH
ICSH
26.03.2021 84,500 2.50 -
0
1.2891 -
6
TALC DOLOMITA
TALD 09.10.2015 167,108 2.50 - - 7.8944 -
TOTAL 548,970,563 11.36
Not the case
4. Preference rights / allocation rights
Not the case
5. Bonds admitted to trading issued or guaranteed by authorities of local public administration / corporate bonds
No.. Issuer
Bond symbol
Date of last trading
session
No. of bonds held
Date of
acquisition
Date of
coupon
Date of coupon
maturity
Initial value Daily increase
Cummulative
interest
Discount /
Premium
Market price Total value
Weight in total
issued bonds
Weight in AIFRI
total assets
RON RON RON RON RON RON % %
6. Bonds admitted to trading issued or guaranteed by central government authorities
Not the case
7. Other securities admited to trading on a regulated market
Not the case
8. Amounts being settled for securities admitted or traded in a trading venue in Romania
Issuer
Type of security Symbol Valuer per unit
No. of. traded
securities
Total value
Stake of issuer's
share capital/total
bonds of a issuer
Weight in AIFRI
total assets
RON RON % %
TOTAL
3. Shares not traded in the last 30 trading days (working days) for which the financial statements are not obtained within 90 days from the legal date of submission

Graphics
II. Securities admitted or traded in a trading venue in a Member State
1. Shares traded in the last 30 trading days (business days)
Issuer ISIN code
Date of last trading
session
No. of shares held Nominal value* Value of share
NBR currency
rate EUR/RON
Total value
Stake in issuer's
share capital
Weight in AIFRI
total assets
foreign currency foreign currency RON RON % %
2. Bonds admitted to trading issued or guaranteed by authorities of local public administration , corporate bonds
Issuer ISIN code
Date of last trading
session
No. of bonds held No. Of bonds held Date of purchase Date of coupon Initial value Daily growth
Accumulated
interest
EUR EUR EUR
SNGN ROMGAZ
XS2914558593
- 250 30.09.2024 07.10.2024 06.10.2025 249,717.50 32.53 2,797.95
TOTAL
3. Bonds admitted to trading issued or guaranteed by central government authorities
Not the case
4. Other securities admitted to trading on a regulated market of a Member State
Not the case
5. Amounts under settlement for securities admitted or traded in a trading venue in a Member State
Not the case

Graphics
III. Securities admitted or traded on a stock exchange in a third country
Not the case
1. Shares traded during last 30 trading days (business days)
2. Bonds admitted to trading issued or guaranteed by authorities of local public administration,
corporate bonds, traded during last 30 days
3. Othes securities admitted to trading on a regulated market in a third country
4. Amounts under settlement for securities admitted or traded on a stock exchange in a third country

Graphics
IV. Money market instruments admitted or traded in a trading venue in Romania
Not the case
Amounts under settlement for money market instruments admitted or traded in a trading venue in Romania

Graphics
V. Money market instruments admitted or traded in a trading venue in another Member State
Not the case
Amounts under settlement for money market instruments admitted or traded in a trading venue in another Member State

Graphics
VI. Money market instruments admitted or traded on a stock exchange in a third country
Not the case
Amounts under settlement for money market instruments admitted or traded on a stock exchange in a third country

Graphics
VII. Newly issued securities
1. Newly issued shares
2. Newly issued bonds
Issuer No. of bonds held Date of acquisition
Not the case
3. Preference rights (after registration to central dpository, before admitted to trading)

Graphics
VIII. Other securities and money market instruments
VIII.1 Other securities
1. Shares not admitted to trading
Nr. crt.
Issuer No. of shares held Nominal value Value of share Total value
Stake in issuer's share
capital
Weight in AIFRI total
assets
RON RON RON % %
1
SIF 1 IMGB 199,993 2.50 1362.10 272,410,465 100.00 5.64
2
SAI MUNTENIA INVEST 119,976 10.00 893.61 107,211,453 99.98 2.22
3
ADMINISTRARE IMOBILIARE 16,049,741 2.50 3.83 61,545,942 97.40 1.27
4
SIF SPV THREE 149,850 408.00 428.47 64,205,645 99.90 1.33
5
NAPOMAR 10,256,241 1.60 1.94 19,903,261 99.43 0.41
6
EXIM BANCA ROMANEASCA 414,740 6.00 13.23 5,487,632 0.32 0.11
7
SIF SPV TWO 119,988 1.00 86.55 10,385,117 99.99 0.21
8
DEPOZITARUL CENTRAL 9,878,329 0.10 0.16 1,601,277 3.91 0.03
9
CCP.RO BUCHAREST 189,672 10.00 8.10 1,536,078 1.61 0.03
10
SPUMOTIM 12,398 2.50 38.56 478,094 3.99 0.01
11
APRO HOREA 8,220 2.50 19.40 159,474 13.54 0.00
12
SIF SPV FOUR 149,850 1.00 0.97 145,834 99.90 0.00
13
AUTODANUBIUS 11,653 2.50 0.60 7,047 14.04 0.00
TOTAL 545,077,320 11.28
2. Shares traded under systems other than regulated markets
Not the case
3. Shares not admitted to trading valued at zero value (no updated financial statements submitted to the Trade Register)
Issuer
No. of shares held Nominal value Valuer per unit Total value
Stake of issuer's share
capital/total bonds of a
issuer
Weight in AIFRI total
assets
TOTAL
4. Bonds not admitted to trading
Not the case
5. Amounts being settled for shares traded on a other systems than regulated market
Not the case
VIII.2. Other money market instruments mentioned
1. Commercial papers
Not the case

Graphics
IX.Current accounts and cash
1. Current accounts and cash, in RON
No. Bank name Present value
Weight in total assets of
AIFRI
1 Banca TRANSILVANIA
774,146 0.02
2 Banca Comerciala Romana
1,661 0.00
3
Intesa SanPaolo 18,810 0.00
4 Exim Banca Romaneasca
2,095 0.00
5
BRD-G.S.G 1,911 0.00
6
CEC Bank 913 0.00
7 Unicredit Bank
988 0.00
8 Lion Capital - petty cash 1,934
0.00
TOTAL 802,458.58 0.02
2. Current accounts and cash, demominated in EURO
No. Bank name Present value NBR exchange rate Present value in RON
Weight in total assets of
AIFRI
foreign currency %
1
Banca Comerciala Romana 70,024.07 4.9741 348,307 0.01
2
Banca Transilvania 1,877.85 4.9741 9,341 0.00
3
Exim Banca Romaneasca- cont curent 1,285.64 4.9741 6,395 0.00
4
CECBank - cont curent 1,088.57 4.9741 5,415 0.00
5
BRD G.S.G. 5.86 4.9741 29 0.00
TOTAL 369,486 0.01
3. Current accounts and cash, denominated in USD
No. Bank name Present value NBR exchange rate Present value in RON
Weight in total assets of
AIFRI
foreign currency %
1 Banca TRANSILVANIA
848.79 4.7768 4,055 0.00
2
Banca Comerciala Romana 185.46 4.7768 886 0.00
TOTAL 4,940 0.00
4. Current accounts and cash, denominated in GBP
No. Bank name Present value NBR exchange rate Present value in RON
Weight in total assets of
AIFRI
1
Banca TRANSILVANIA 264.50 5.9951 1,586 0.00
TOTAL 1,586 0.00

Graphics
X. Bank deposits by separate categories: set up at credit institutions in Romania / in another Member State / in a third country
1. Bank deposits denominated in RON
Nr. crt. Denumire bancă Set up date Maturity date Initial value Daily increase Accrued interest Total value
Weight in total
assets of AIFRI
RON RON RON RON %
Banca Transilvania
1
17/10/2024 08/01/2025 10,000,000 1,416.67 107,666.67 10,107,667 0.21
2
17/10/2024 08/01/2025 5,000,000 708.33 53,833.33 5,053,833 0.10
3
17/10/2024 08/01/2025 15,000,000 2,125.00 161,500.00 15,161,500 0.31
4
18/10/2024 08/01/2025 7,000,000 991.67 74,375.00 7,074,375 0.15
5
18/10/2024 08/01/2025 15,000,000 2,125.00 159,375.00 15,159,375 0.31
6
18/10/2024 08/01/2025 10,000,000 1,416.67 106,250.00 10,106,250 0.21
7
18/10/2024 08/01/2025 3,000,000 425.00 31,875.00 3,031,875 0.06
8
21/11/2024 13/02/2025 5,000,000 729.17 29,895.83 5,029,896 0.10
9
21/11/2024 13/02/2025 15,000,000 2,187.50 89,687.50 15,089,688 0.31
10
21/11/2024 13/02/2025 3,000,000 437.50 17,937.50 3,017,938 0.06
11
21/11/2024 13/02/2025 20,000,000 2,916.67 119,583.33 20,119,583 0.42
12
12/12/2024 13/03/2025 9,000,000 1,375.00 27,500.00 9,027,500 0.19
13
12/12/2024 13/03/2025 5,000,000 763.89 15,277.78 5,015,278 0.10
14
12/12/2024 13/03/2025 30,000,000 4,583.33 91,666.67 30,091,667 0.62
15
12/12/2024 13/03/2025 20,000,000 3,055.56 61,111.11 20,061,111 0.41
16
12/12/2024 13/03/2025 20,000,000 3,055.56 61,111.11 20,061,111 0.41
17
12/12/2024 13/03/2025 15,000,000 2,291.67 45,833.33 15,045,833 0.31
18
12/12/2024 13/03/2025 10,000,000 1,527.78 30,555.56 10,030,556 0.21
19
12/12/2024 13/03/2025 30,000,000 4,583.33 91,666.67 30,091,667 0.62
Banca Comercială Română
20
31/12/2024 03/01/2025 560,000 78.56 78.56 560,079 0.01
21
28/11/2024 20/02/2025 20,000,000 3,044.44 103,511.11 20,103,511 0.42
22
28/11/2024 20/02/2025 5,000,000 761.11 25,877.78 5,025,878 0.10
23
28/11/2024 20/02/2025 10,000,000 1,522.22 51,755.56 10,051,756 0.21
24
28/11/2024 20/02/2025 15,000,000 2,283.33 77,633.33 15,077,633 0.31
25
09/12/2024 06/03/2025 6,000,000 913.33 21,006.67 6,021,007 0.12
EXIM Banca Românească
26
24/10/2024 16/01/2025 15,000,000 2,208.33 152,375.00 15,152,375 0.31
27
24/10/2024 16/01/2025 25,000,000 3,680.56 253,958.33 25,253,958 0.52
28
24/10/2024 16/01/2025 20,000,000 2,944.44 203,166.67 20,203,167 0.42
29
24/10/2024 16/01/2025 4,850,000 714.03 49,267.92 4,899,268 0.10
30
24/10/2024 16/01/2025 5,000,000 736.11 50,791.67 5,050,792 0.10
31
24/10/2024 16/01/2025 10,000,000 1,472.22 101,583.33 10,101,583 0.21
32
01/11/2024 23/01/2025 5,060,000 737.92 45,012.92 5,105,013 0.11
33
01/11/2024 23/01/2025 15,000,000 2,187.50 133,437.50 15,133,438 0.31
34
01/11/2024 23/01/2025 5,000,000 729.17 44,479.17 5,044,479 0.10
35
01/11/2024 23/01/2025 20,000,000 2,916.67 177,916.67 20,177,917 0.42
36
08/11/2024 30/01/2025 10,000,000 1,458.33 78,750.00 10,078,750 0.21
37
08/11/2024 30/01/2025 5,000,000 729.17 39,375.00 5,039,375 0.10
38
08/11/2024 30/01/2025 10,000,000 1,458.33 78,750.00 10,078,750 0.21
39
14/11/2024 06/02/2025 25,000,000 3,680.56 176,666.67 25,176,667 0.52
40
14/11/2024 06/02/2025 20,000,000 2,944.44 141,333.33 20,141,333 0.42
41
14/11/2024 06/02/2025 15,000,000 2,208.33 106,000.00 15,106,000 0.31
42
14/11/2024 06/02/2025 10,000,000 1,472.22 70,666.67 10,070,667 0.21
43
14/11/2024 06/02/2025 3,168,000 466.40 22,387.20 3,190,387 0.07
44
14/11/2024 06/02/2025 30,000,000 4,416.67 212,000.00 30,212,000 0.62
45
14/11/2024 06/02/2025 10,000,000 1,472.22 70,666.67 10,070,667 0.21
46
09/12/2024 28/02/2025 20,000,000 3,055.56 70,277.78 20,070,278 0.42
47
09/12/2024 28/02/2025 15,000,000 2,291.67 52,708.33 15,052,708 0.31
48
09/12/2024 28/02/2025 5,000,000 763.89 17,569.44 5,017,569 0.10
49
09/12/2024 28/02/2025 1,090,000 166.53 3,830.14 1,093,830 0.02
TOTAL 611,737,535 12.65
2. Bank deposits denominated in foreign currency
No. Bank name Set up date Maturity date Initial value Daily increase Accrued interest
NBR exchange rate
EUR/RON
Total value
Weight in total
assets of AIFRI
currency currency currency RON RON %
TOTAL


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XI. Derivatives traded on a regulated market
1. Futures contracts
2. Options
3. Amounts under settlement for derivatives traded on a regulated market
Not the case

Graphics
XII. Derivatives traded outside regulated markets
Not the case

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XIII. Money market instruments, other than those traded on a regulated market, as per art. 35 par (1) letter g) of Law 243/2019
Not the case

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XIV. Equity securities of UCITS/AIF
1. Equity securities denominated in RON
No. Fund name
Date of last trading
session
No. of securities
held (shares/fund
units)
Value of equity
security(NAV/unit)
Market price Total value
Weight in UCITS/AIF's
total equity securities
Weight in total
assets of AIFRI
RON RON RON % %
Shares
1
Longshield Investment Group
30.12.2024 140,663,575
1.9300
271,480,700 18.4815 5.62
2
Infinity Capital Investments
30.12.2024 50,801,674
2.4200
122,940,051 10.6951 2.54
Fund units
1
Fondul Inchis de Investitii ACTIVE PLUS 5,407.7227 15,173.29 82,052,945 55.9324 1.70
2
FIA CERTINVEST ACTIUNI 307.6000 406,666.14 125,090,505 59.3654 2.59
3
FIAIP OPTIM INVEST 3,494.6900 14,120.43 49,346,526 51.6488 1.02
4
ROMANIA STRATEGY FUND Klasse B 58,000.0000 810.07 46,984,060 50.8772 0.97
5
FIA STAR VALUE 9,382.0000 1,438.06 13,491,879 23.5211 0.28
TOTAL 711,386,665 14.72
2. Equity securities denominated in foreign currency
Not the case
3. Amounts under settlement for equity securities denominated in RON
Fund name Market price
No. of securities
traded
Total value
Weight in
UCITS/AIF's total
equity securities
Weight in total
assets of AIFRI
RON RON % %
4. Amounts under settlement for equity securities denominated in foreign currency
Not the case

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XV. Dividend or other receivable rights
1. Dividends receivable
No. Issuer Stock symbol Ex-dividend date No. of shares held Gross dividend Amount receivable
Weight in total
assets of AIFRI
RON RON %
TOTAL
2. Shares distributed without consideration in cash
Not the case
3. Shares distributed with consideration in cash
Issuer Share symbol Ex-dividend date No. of shares held Share value Total value*
Weight in total
assets of AIFRI
TOTAL
4. Amounts payable for shares distributed with consideration in cash
Not the case
5. Preference rights (prior to admission to trading and after the trading period)
Issuer of shares Share symbol Ex-dividend date
No. of preemtive
rights
Theoretical value of
preference rights
Total value
Weight in total
assets of AIFRI
TOTAL 0 0

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Evolution of the net asset value and net asset value per share in the last three reporting periods
31.12.2024 30.11.2024 31.10.2024
Net asset value 4,587,479,210 4,501,232,646 4,626,402,155
Net asset value per share 9.0838 8.9130 9.1608
Explanatory note:
The valuation methods used for the financial instruments for which valuation methods have been chosen in accordance with the valuation standards in force, according to the law are the following:
For the companies: IAMU, NAPOMAR, SAI MUNTENIA INVEST, CENTRAL, SIF HOTELURI, the income approach, discounted cash flow method was used;
For the companies: SIF 1 IMGB, ADMINISTRARE IMOBILIARE, SIF IMOBILIARE, SIF SPV TWO, SIF SPV THREE, SIF SPV FOUR the asset approach, the corrected Net Asset method was used
Leverage and exposure value as per Regulation (EU) no. 231/2013
Method for calculating Exposure value Leverage
AIFRI exposure (RON) (%)
Gross method
3,974,939,216
86.65%
Commitment method
4,587,479,210
100%
Certification of Depositary Bank,
Lion Capital S.A.
Banca Comercialã Românã

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ANNEX 3
COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE ISSUED BY BVB (Bucharest Stock Exchange)
Provisions of the Code
Compliance
Explanations
Section A - Responsibilities


A.1. All companies should have internal regulation of the Board which includes terms of reference / responsibilities for Board and key management
functions of the company, applying, among others, the General Principles of Section A.
YES

A.2. Provisions for the management on conflict of interest should be included in Board regulation.
YES

A.3. The Board of Directors should have at least five members.
YES

A.4. The majority of the members of the Board should be non-executive. Not less than two non-executive members of the Board of Directors should
be independent, in the case of Premium Tier Companies. Each member of the Board should submit a declaration that he/she is independent at the
moment of his/her nomination for election or re-election as well as when any change in his/her status arises, by demonstrating the ground on which
he/she is considered independent in character and judgment.
NO
Only one member of the Board of Directors is
independent; however, as of 31.12.2024, one
position is vacant.
A.5. A Board member’s other relatively permanent professional commitments and engagements, including executive and nonexecutive Board
positions in companies and not-for-profit institutions, should be disclosed to shareholders and to potential investors before appointment and during
their mandate.
YES

A.6. Any member of the Board should submit to the Board, information on any relationship with a shareholder who holds directly or indirectly, shares
representing more than 5% of all voting rights.
YES

A.7. The company should appoint a Board secretary responsible for supporting the work of the Board.
YES

A.8 The corporate governance statement should inform on whether an assessment of the Board has taken place under the leadership of the chairman
or the nomination committee and, if it has, summarize key action points and changes resulting from it. The company should have a policy/guidance
regarding the assessment of the Board containing the purpose, criteria, and frequency of the assessment process.
YES

A.9. The corporate governance statement should contain information on the number of meetings of the Board and the committees during the past
year, attendance by directors (in person and in absentia) and a report of the Board and committees on their activities.
YES

A.10. The corporate governance statement should contain information on the precise number of the independent members of the Board of Directors.
YES

A.11 The Board of Premium Tier companies should set up a nomination committee formed of non-executives, which will lead the process for Board
appointments and make recommendations to the Board. The majority of the members of the nomination committee should be independent.
NO
Only one member of the Audit Committee is
independent.


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ANNEX 3
COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE ISSUED BY BVB (Bucharest Stock Exchange)
Provisions of the Code
Compliance
Explanations
Section B - Risk management and internal control system


B.1. The Board should set up an audit committee, and at least one member should be an independent non-executive. In the case of Premium Tier
companies, the audit committee should be composed of at least three members and the majority of the audit committee should be independent.
NO
Only one member of the Audit Committee is
independent.
B.2. The audit committee should be chaired by an independent non-executive member.
YES

B.3. Among its responsibilities, the audit committee should undertake an annual assessment of the system of internal control.
YES

B.4. The assessment should consider the effectiveness and scope of the internal audit function, the adequacy of risk management and internal
control reports to the audit committee of the Board, management’s responsiveness, and effectiveness in dealing with identified internal control
failings or weaknesses and their submission of relevant reports to the Board.
YES

B.5. The audit committee should review conflicts of interests in transactions of the company and its subsidiaries with related parties.
YES

B.6. The audit committee should evaluate the efficiency of the internal control system and risk management system.
YES

B.7. The audit committee should monitor the application of statutory and generally accepted standards of internal auditing. The audit committee
should receive and evaluate the reports of the internal audit team.
YES

B.8. Whenever the Code mentions reviews or analysis to be exercised by the Audit Committee, these should be followed by periodical (at least
annual), or ad-hoc reports to be submitted to the Board afterwards.
YES

B.9. No shareholder may be given undue preference over other shareholders with regard to transactions and agreements made by the company with
shareholders and their related parties
YES

B.10. The Board should adopt a policy ensuring that any transaction of the company with any of the companies with which it has close relations, that
is equal to or more than 5% of the net assets of the company (as stated in the latest financial report), should be approved by the Board following an
obligatory opinion of the audit committee.
YES

B.11. The internal audits should be carried out by a separate structural division (internal audit department) within the company or by retaining an
independent third-party entity.
YES

B.12. To ensure the fulfilment of the core functions of the internal audit department, it should report functionally to the Board via the audit committee.
For administrative purposes and in the scope related to the obligations of the management to monitor and mitigate risks, it should report directly to
the chief executive officer.
YES


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ANNEX 3
COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE ISSUED BY BVB (Bucharest Stock Exchange)
Provisions of the Code
Compliance
Explanations
Section C - Fair rewards and motivation


C.1. The company should publish a remuneration policy on its website and include in its annual report a remuneration statement on the
implementation of this policy during the annual period under review.
Any essential change of the remuneration policy should be published on the corporate website in a timely fashion.
YES

Section D - Building value through investors’ relations


D.1. The company should have an Investor Relations function - indicated, by person(s) responsible or an organizational unit, to the general public. In
addition to information required by legal provisions, the company should include on its corporate website a dedicated Investor Relations section,
both in Romanian and English, with all relevant information of interest for investors, including: D.1.1. Principal corporate regulations: the articles of
association, general shareholders’ meeting procedures. D.1.2. Professional CVs of the members of its governing bodies, a Board member’s other
professional commitments, including executive and non-executive Board positions in companies and not-for-profit institutions; D.1.3. Current
reports and periodic reports (quarterly, half-yearly and annual reports); D.1.4. Information related to general meetings of shareholders; D.1.5.
Information on corporate events; D.1.6. The name and contact data of a person who should be able to provide knowledgeable information on request;
D.1.7. Corporate presentations (e.g. IR presentations, quarterly results presentations, etc.), financial statements (quarterly, semi-annual, annual),
auditor reports and annual reports.
YES

D.2. A company should have an annual cash distribution or dividend policy. The annual cash distribution or dividend policy principles should be
published on the corporate website.
YES

D.3. A company should have adopted a policy with respect to forecasts, whether they are distributed or not. The forecast policy should be published
on the corporate website.
YES

D.4. The rules of general meetings of shareholders should not restrict the participation of shareholders in general meetings and the exercising of their
rights. Amendments of the rules should take effect, at the earliest, as of the next general meeting of shareholders.
YES

D.5. The external auditors should attend the shareholders’ meetings when their reports are presented there.
YES

D.6. The Board should present to the annual general meeting of shareholders a brief assessment of the internal controls and significant risk
management system, as well as opinions on issues subject to resolution at the general meeting.
YES

D.7. Any professional, consultant, expert or financial analyst may participate in the shareholders’ meeting upon prior invitation from the Chairman of
the Board. Accredited journalists may also participate in the general meeting of shareholders, unless the Chairman of the Board decides otherwise.
YES


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ANNEX 3
COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE ISSUED BY BVB (Bucharest Stock Exchange)
Provisions of the Code
Compliance
Explanations
D.8. The quarterly and semi-annual financial reports should include information in both Romanian and English regarding the key drivers influencing
the change in sales, operating profit, net profit, and other relevant financial indicators, both on quarter-on-quarter and year-on-year terms.
YES

D.9. A company should organize at least two meetings/conference calls with analysts and investors each year. The information presented on these
occasions should be published in the IR section of the company website at the time of the meetings/conference calls.
partially
communication with shareholders / investors /
analysts in 2024 was not formalized in events such
as conference calls
D.10. If a company supports various forms of artistic and cultural expression, sport activities, educational or scientific activities, and considers the
resulting impact on the innovativeness and competitiveness of the company part of its business mission and development strategy, it should publish
the policy guiding its activity in this area.
YES

This Statement summarises the main highlights of the Code’s provisions, in an edited format. The full text of the Code is available on Bucharest Stock Exchange website: www.bvb.ro
This Statement is provided as a free translation from Romanian, which is the official and binding version.

Statement approved by the Board of Directors of Lion Capital in the meeting held on March 24, 2025.

Bogdan-Alexandru DRĂGOI
Chairman of the Board of Directors

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ANNEX 4
LION CAPITAL’S STATEMENT ON THE APPLICATION
OF THE PRINCIPLES OF CORPORATE GOVERNANCE AS OF 31.12.2024
pursuant to Regulation no. 2/2016 with subsequent amendments
No.
Rules for the application of the principles of corporate
governance
Conformity
YES| NO
If NO – explanations
1.

The regulated entity defined in its instruments of incorporation and
internal policies the responsibilities of the board on the implementation
and compliance with the principles of corporate governance.
YES


2.

The internal policies and / or regulations lay down the corporate
governance structures, functions, competences and responsibilities of
the board and executive management/senior management.
YES


3.

The annual financial statements of the regulated entity are accompanied
by the annual report of the remuneration committee and an explanatory
note which shall describe the relevant events in connection with the
application of the principles of corporate governance, occurring over the
financial year.
YES


4.

The regulated entity has drawn up a communication strategy with the
stakeholders, to ensure a proper information.
YES


5.

The structure of the Board ensures, if the case, a balance between the
executive and non-executive members so that no person or small group of
persons influences the decision-making process.
YES


6.

The Board is convened at least every three months to monitor the
performance of the regulated entity’s business.
YES


7.

The Board or the executive management/senior management, as the
case, regularly reviews the policies on the financial reporting, internal
control and risk management system adopted by the regulated entity.
YES


8.

In fulfilling its duties, the board is assisted by a remuneration committee
issuing recommendations.
YES


9.
The Remuneration Committee submit to the Board annual reports on its
activity.
YES


10
In its activity, the Board has the support of other advisory committees
issuing recommendations concerning various topics that are the subject
of decision-making process
YES


11
The advisory committees submit to the Board works/reports on the topics
entrusted by it.
YES


12.
The procedures / policies / internal regulations of the regulated entities
there are provisions concerning the selection of applications for the
persons of the executive management/senior management, appointment
of new persons or renewal of the existing mandates.
YES


13.
The regulated entity shall ensure that the executive management/senior
management undergo continuous professional training so that it
efficiently performs its tasks.
YES


14.
Key functions are established so as they match the organisational
structure of the regulated entity compliant with the applicable
regulations.
YES


15.
The Board regularly reviews the efficiency of the internal control system of
the regulated entity and its update manner to ensure a rigorous
management of the risks to which the regulated entity is exposed.
YES


16.
The audit committee makes recommendations to the Board on the
selection, appointment and replacement of the financial auditor, and on
the terms and conditions of its remuneration.
YES


17.
At least once a year the Board reviews and ensures that the remuneration
policies are consistent and are subject to an efficient risk management.
YES


18.
The remuneration policy of the regulated entity is set out in the internal
regulations on the implementation and compliance with the principles of
corporate governance.
YES



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No.
Rules for the application of the principles of corporate
governance
Conformity
YES| NO
If NO – explanations
19.
The Board has adopted a procedure for the identification and proper
settlement of any conflict of interest.
YES


20.
The executive management/senior management, as appropriate, informs
the Board on potential or consumed conflicts of interest where they could
be / is involved in the conditions of their occurrence and do not participate
in the decision-making process related to the conflict state if these
structures or persons are involved in the respective conflict state.
YES


21.
At least once a year the Board analyses the efficiency of the risk
management system of the regulated entity.
YES


22.
The regulated entity has drawn up procedures for the identification,
assessment, and management of the significant risks to which it is or is
likely to be exposed.
YES


23.
The regulated entity has in place clear action plans for the continuity of its
business and for any emergency situations.
YES


24.
The Board of the subsidiary applies principles and policies of internal
governance similar to those of the parent company, unless there are other
legal requirements that lead to the establishment of own policies.
-
-
The company does not have
subsidiary status within a
group. The entities that are part
of company’s consolidation
scope comply with the
principles and governance
policies regulated by Law no.
31/1990, Law no. 24/2017 and
BVB (BSE) Corporate
Governance Code, as
applicable.

This Statement is provided as a free translation from Romanian, which is the official and binding version, approved by the Board of Directors in the meeting
held on March 24, 2025.

Bogdan-Alexandru DRĂGOI
Chairman of the Board of Directors


Graphics







LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

1
Annual Report of the Nomination and Remuneration Committee
for the year 2024
- prepared as per the provisions of ASF Regulations no. 10/205 and no. 2/2016 -
The Nomination and Remuneration Committee (NRC) is a permanent committee, having advisory function,
subordinated to the Board of Directors of Lion Capital S.A.
The Committee is comprised of three members elected from non-executive members of the Board, in
compliance with the independence requirements provided by the law on trading companies. CNR
membership status does not prevent members from participating in the activity of other committees of the
Board of Directors.
During the exercise of the mandate, NRC members will not hold positions, qualities and will not carry out
transactions that could be considered incompatible with the mission of the committee.
According to the Company's internal regulations, NRC meets regularly, at least twice a year, and whenever
it sees fit.
NRC assists the Board of Directors in fulfilling its responsibilities for the nomination of the candidates for
leadership positions, their assessment and formulates proposals on their remuneration. Also, the CNR
recommends to the Board of Directors the appointment or dismissal of the personnel with key and control
functions within the Company, the level of remuneration and their rights and duties. At the same time, CNR
participates in the development and review of remuneration policies applicable at the Company level.
The Nomination and Remuneration Committee has mainly the following responsibilities, stipulated in the
Company's internal regulations:
▪ prepares and recommends the guidelines for the selection of the members of the Board of Directors,
including the criteria for evaluating their independence;
▪ evaluates and proposes to the Board of Directors candidates for their appointment, reappointment or
dismissal in / as a member of the Board;
▪ prepares the evaluation of the performance of the members of the Board of Directors, using a self-
assessment process and assesses, at least once a year, the independence and adequacy of the
members of the Board of Directors;
▪ assesses, at least once a year, the independence of the members of the Board of Directors;
▪ verifies, at least once a year, the number of mandates held by members of the Board of Directors and
(executive) directors in other companies;
▪ prepares recommendations to the Board of Directors for the appointment or dismissal of the personnel
having key and control functions within the Company, as well as for establishing the level of
remuneration and their rights and duties;
▪ formulates proposals, submitting them to the Board of Directors, on the remuneration policy of the
members of the executive and non-executive management structure (including bonuses, incentives
and stock option plans), ensuring that they are at the correct level, in accordance with corporate
governance rules, best practices on the market, that are aligned with the Company's strategy and
performance, long-term shareholders’ interests, using a balanced combination of incentives to attract,
motivate and retain highly qualified and experienced persons in leadership positions;
▪ analyses and formulates proposals for the attention of the Board regarding the total annual package of
variable remuneration within the Company;
▪ formulates proposals for the attention of the Board on the preparation of the remuneration policy at the
Company level and revises the annual remuneration report.


ANNEX 5

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

2
During 2024, the Nomination and Remuneration Committee had the following composition:
- Sorin MARICA - Chairman of the Committee
- Marcel PFISTER – member
- Ionel Marian CIUCIOI - member.
In 2024, the Nomination and Remuneration Committee met 14 times, issuing reports and/or resolutions of
NRC addressed to the Board of Directors.
The activity of NRC in 2024 addressed the following:
Analysis and recommendation on the initiation of a Share-based Payment Plan
By Resolution no. 4 of April 27, 2023, the extraordinary general meeting of shareholders approved the
execution of a share buyback program (Program 7), in accordance with the applicable legislation, for up to
990,000 shares to be distributed free of charge to members Company’s management, within a share-
based payment plan of a “Stock Option Plan” type, in compliance with the legislation in force.
By Resolution no. 5 of April 27, 2023, the extraordinary general meeting of shareholders approved the use
of the shares purchased under Buyback Program 7 to be distributed free of charge to the members of the
Company's management (administrators, directors), within a share-based payment plan of a Stock Option
Plan (SOP) type, compliant with the legislation in force. By the same Resolution no. 5 of April 27, 2023, the
extraordinary general meeting of shareholders empowered the company's Board of Directors to adopt all
the necessary measures and fulfil all the formalities required for the approval and implementation of the
SOP.
In the meeting of February 2, 2024, the Nomination and Remuneration Committee analysed and submitted
to the Board of Directors the recommendation to initiate the share-based payment plan (Stock Option
Plan) approved by Resolutions no. 4 and no. 5 of the EGM of April 27, 2023. At the same time, the CNR
analysed and decided on the criteria necessary for the vesting, so that the objectives for the vesting of the
beneficiaries comply with the Remuneration Policy approved by the shareholders.
The CNR submitted to the Board of Directors the proposal for the approval of the SOP, the model of the
share-based payment agreement and the list of beneficiaries.
According to the SOP, the exercise of the right to receive shares free of charge is done after the 12-month
period from the signing of the share-based payment agreement, but not more than 14 months, from the
conclusion of the written agreement with the Company for the exercise of the right to option to receive free
of charge shares issued by Lion Capital.
The CNR proposals were approved by the Board of Directors. The disclosure document on the offer or
allocation of shares to the members of the management of Lion Capital, prepared in accordance with the
provisions of Regulation (EU) 2017/1129 and ASF Regulation no. 5/2018, was published by the company
according to the legal provisions, on February 6, 2024.
Analysis and recommendation on the initiation of a Share-based Payment Plan
By Resolution no. 3 of April 29, 2024, the extraordinary general meeting of shareholders approved the
execution of a share buyback program (Program 8), in accordance with the applicable legislation, for up to
990,000 shares to be distributed free of charge to members Company’s management, within a share-
based payment plan of a “Stock Option Plan” type, in compliance with the legislation in force.
By Resolution no. 4 of April 29, 2024, the extraordinary general meeting of shareholders, the extraordinary
general meeting of shareholders empowered the company's Board of Directors to adopt all the necessary
measures and fulfil all the formalities required for the approval and implementation of the SOP.
In the meeting of June 7, 2024, the Nomination and Remuneration Committee analysed and submitted to
the Board of Directors the recommendation to initiate the share-based payment plan (Stock Option Plan)
approved by Resolutions no. 3 and no. 4 of the EGM of April 29, 2024. At the same time, the CNR analysed
and decided on the criteria necessary for the vesting, so that the objectives for the vesting of the
beneficiaries comply with the Remuneration Policy approved by the shareholders.
The CNR submitted to the Board of Directors the proposal for the approval of the SOP, the model of the
share-based payment agreement and the list of beneficiaries.

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

3
According to the SOP, the exercise of the right to receive shares free of charge is done after the 12-month
period from the signing of the share-based payment agreement, but not more than 14 months, from the
conclusion of the written agreement with the Company for the exercise of the right to option to receive free
of charge shares issued by Lion Capital.
The CNR proposals were approved by the Board of Directors. The disclosure document on the offer or
allocation of shares to the members of the management of Lion Capital, prepared in accordance with the
provisions of Regulation (EU) 2017/1129 and ASF Regulation no. 5/2018, was published by the company
according to the legal provisions, on June 11, 2024.
Analysis and recommendation regarding the transfer of shares to beneficiaries under the ongoing
share-based payment program
In the meeting of March 11, 2024, CNR analysed the fulfilment of the necessary conditions for vesting the
beneficiaries of the Stock Option Plan program approved by EGM on April 28, 2022, implemented by the
Board of Directors and reported to the market by the Company on March 13, 2023, together with the
"Disclosure document on the offer or allocation of shares to the members of SIF Banat-Crișana (now Lion
Capital S.A.) management" prepared in accordance with the provisions of EU Regulation no. 1129/2017
and ASF Regulation no. 5/2018.
CNR ascertained that after the completion of the 12-month period from the signing of the share-based
payment agreements, the beneficiaries of the share-based payment plan exercised their right to receive a
number of 990,000 SIF1 (currently LION) shares, representing 0.195% of the share capital at that time. At
the same time, in accordance with the responsibilities and competencies held, CNR has determined the
fulfilment of the necessary conditions for the beneficiaries to vest their rights, as agreed upon in the
agreements signed with them, and has submitted for approval by the Board of Directors the transfer of
ownership of the 990,000 shares to the beneficiaries of the SOP program, in accordance with their
exercised rights.
By the current report dated March 15, 2024, the Company informed the investors on the completion of the
share-based payment plan, with the direct transfer of shares to the beneficiaries in the records of the
Central Depository being made. The information provided for in art. 19 of EU Regulation 596/2014 regarding
these transactions have been made public and are available on the company's website in the Investor
Relations section.
Analysis of the monthly remuneration and the limits of additional remuneration of the members
of the Board for 2024 FY
Given that: (i) according to the Internal Regulations of the Company, the Nomination and Remuneration
Committee has the authority to formulate proposals to the Board of Directors regarding the remuneration
policy for the members of the executive and non-executive management structure; (ii) on the agenda of the
OGM convened for April 29 (30), 2024, there was the discussion and approval of the remuneration due to
the members of the Board of Directors and the general limits of all additional remuneration of the members
of the Board of Directors and the general limits of the directors' remuneration, for 2024 FY, NRC analysed
in the meeting of March 26, 2024 the level of monthly remuneration and the limits of additional
remuneration of Board members and directors’ remuneration.
To maintain the proportionality of remuneration granted to Board members (executive and non-executive)
with the specific responsibilities of their position, to ensure adequate and responsible remuneration and
considering the current economic and geo-politic context, urging caution, NRC deemed it appropriate to
maintain the remuneration’s level for the year 2024.
The Nomination and Remuneration Committee submitted to the Board of Directors the recommendation
to propose to the ordinary general meeting of shareholders convened for April 29 (30), 2024:
▪ approval of maintaining the remuneration due to the members of the Board of Directors for the 2024 FY
at the level established by the OGM Resolution of April 26, 2016, of RON 10,000 net per month;
▪ approval of the general limits of all additional remuneration of the members of the Board of Directors
and of the general limits of the directors' remuneration, for 2024 FY, at the level established by OGM
Resolution no. 7 of April 27, 2020, in the amount of 0.42% of the annual average net assets.

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

4
The Board of Directors included the NRC recommendation as a proposal to the OGM convened for April 29
(30), 2024, which approved this resolution.
The assessment of the person proposed for the position of director
In accordance with the provisions of ASF Regulation no. 1/2019 on the assessment and approval of
members of the management structure and key function holders within entities regulated by the Financial
Supervisory Authority (“R1/2019”), as well as the Internal Procedure for the assessment of members of the
management structure and key function holders within the company (POEV 01-2), the Nomination and
Remuneration Committee (“NRC”) conducted the assessment of Mr Daniel-Florin Gavrilă, proposed for
the position of Director, for the purpose of delegating the management of the company to him, within the
limits of the responsibilities and competencies set forth by the Internal Regulations and the Decision-
Making and Signing Competencies of Lion Capital S.A., as approved by the Board decision, for this position.
During the meetings held on January 12, 2024, and February 12, 2024, the NRC carried out the assessment
of Mr. Florin-Daniel Gavrilă for the position of Director.
Acknowledgment of the Resignation of a Board Member
During the meeting held on September 24, 2024, the members of the Nomination and Remuneration
Committee (NRC) convened to acknowledge the resignation of Mr Radu Răzvan Străuț from his positions
as Board Member, Vice Chairman of the Board of Directors, and Deputy CEO.
Following the review of Mr Radu Răzvan Străuț’s activity within Lion Capital, the NRC members
recommended granting a financial compensation for his entire tenure at the company. The specific
amount was to be determined during the Board of Directors meeting, considering compliance with the
budgetary limits for the 2024 financial year, as approved by the resolution of the Ordinary General Meeting
of Shareholders of Lion Capital on April 29, 2024.
Analysis of the topics on the agenda of the Board convened for October 4, 2024
The Nomination and Remuneration Committee convened on October 4, 2024, to review and decide on the
following matters: (i) Approval of the individual assessment of Mr Rachid El Lakis, proposed for the position
of interim Board Member; (ii) Approval of the collective assessment of the Board of Directors; (iii) Approval
of the preliminary assessment of candidates nominated for a Board Member position in view of the
Ordinary General Meeting of Shareholders (OGMS) convened for October 31 / November 1, 2024; (iv)
Approval of the list of proposed candidates for the Board Member position in the elections held during the
OGMS on October 31 / November 1, 2024, for publication on the Company’s website; (v) Approval of the
supplementation of the payment amount, initially approved by the Board of Directors on September 25,
2024, and granted to Mr. Radu-Răzvan Străuț.
In accordance with the provisions of R1/2019 and the internal procedure on the assessment of members
of the management structure and persons holding key positions within the Company, CNR assessed
Mr Rachid El Lakis, proposed for the position of interim Board Member.
During the evaluation process, the provisions of R1/2019 were duly observed, with the criteria established
by the regulation being assessed based on the documents and information provided by the evaluated
individual (diplomas and certificates, CVs, declarations in compliance with R1/2019, etc.), as well as other
data and information available to the NRC members (internal audit and compliance reports, publicly
available information, etc.).
The conclusions of the evaluation process were based on an analysis of the information contained in the
submitted documents, the assessment of data regarding reputation, integrity, honesty, and independent
thinking, as well as direct discussions with the individual concerned and the review of their professional
activity.
The evaluation results were recorded in the individual assessment form, which documents the description
of the position under evaluation, its role, and the assessment of suitability based on the following criteria:
a) relevant experience for carrying out the specific responsibilities; b) knowledge, skills, and relevant

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

5
experience; c) time commitment for fulfilling the role; d) assessment of reputation, honesty, and integrity;
e) governance-related criteria.
Following the evaluation, the NRC determined that Mr Rachid El Lakis possesses the necessary
knowledge, skills, and professional experience and meets the requirements for reputation, honesty,
integrity, and governance as stipulated by ASF Regulation no. 1/2019, as amended and supplemented, Law
no. 74/2015, and ASF Regulation no. 10/2015, required for fulfilling the specific responsibilities of a Board
Member.
Additionally, in accordance with the provisions of Article 23, in conjunction with Article 26 of ASF
Regulation no. 1/2019, the Nomination and Remuneration Committee (NRC) conducted a collective
assessment of the management structure at the Board of Directors level. This assessment was performed
using the suitability matrix provided in Annex no. 4 of ASF Regulation no. 1/2019, adapted by the company
in accordance with its specific activities and risks, while also considering the principles and criteria
outlined in Article 4 of the same regulation. In assessing suitability, the NRC also considered the criteria
mentioned in Annex no. 3 of ASF Regulation no. 1/2019. As a result, the NRC concluded that the members
of the Board of Directors possess the required knowledge, skills, and professional experience and meet
the reputation, honesty, integrity, and governance requirements set forth by ASF Regulation No. 1/2019 for
fulfilling the specific responsibilities of their roles. Furthermore, no concerns were identified regarding the
suitability of any board member or the overall management structure of the Board of Directors.
The NRC proceeded with the evaluation of Mr Bogdan-Alexandru Drăgoi, Mr Rachid El Lakis, Mr Marcel
Heinz Pfister, and Mr Sorin Marica, who were nominated for the position of Board Member of Lion Capital
S.A.
During the evaluation process, the provisions of R1/2019 were fully observed, and the criteria set out in the
regulation were analysed based on the documents and information provided by the evaluated individuals
(diplomas and certificates, CVs, declarations in compliance with R1/2019, etc.), as well as additional data
and information available to the NRC members (internal audit and compliance reports, publicly available
information, etc.).
The conclusions of the evaluation process were based on an analysis of the information contained in the
submitted documents, a review of data regarding reputation, integrity, honesty, and independent thinking,
as well as direct discussions with the individuals concerned and an assessment of their professional
activity.
Following the evaluation, the NRC determined that all candidates possess the knowledge, skills, and
professional experience and comply with the reputation, honesty, integrity, and governance requirements
as stipulated by ASF Regulation No. 1/2019, as amended and supplemented, Law No. 74/2015, and ASF
Regulation No. 10/2015, necessary for fulfilling the specific responsibilities of a Board Member.
The NRC's recommendations were approved by the Board of Directors in its meeting on October 4, 2024.
Salary Indexation Analysis
In accordance with the provisions of the Articles of Association and the Internal Regulations of Lion
Capital S.A., the approval of employee salary increases, and director remuneration adjustments falls
within the competence of the Board of Directors.
Regarding employee remuneration, the Remuneration Policy approved by shareholders, in compliance
with labour legislation and the provisions of the collective labour agreement applicable at the company
level, establishes the following general rules:
• Employee salary rights are determined by individual employment contracts as well as the collective
labour agreement concluded at the company level;
• The base fixed remuneration level of employees may be reviewed based on the results of performance
analysis and market conditions (e.g., inflation, salary levels in the industry).

The collective labour agreement, under Article 45 (1), states: "Salary levels shall be adjusted annually
based on the company's economic performance and the individual performance of employees, taking into
account the modification index of the gross average salary in the economy and the inflation rate."

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

6
Regarding director remuneration, the Remuneration Policy provides that:
• Director remuneration is approved by the Board of Directors;
• The general remuneration limits for directors who have been delegated part of the Board's powers, in
accordance with the provisions of Law No. 31/1990, are approved by the General Meeting of
Shareholders (GMS), and all remunerations must fall within the approved general remuneration limits
and budget established by the GMS;
• The fixed remuneration component of directors is determined based on sound economic principles,
considering the nature and complexity of the activities performed, as well as the competencies and
responsibilities assumed by holding such executive positions.
The collective labour agreement, under Article 45 (1), states: "Salary levels shall be adjusted annually
based on the company's economic performance and the individual performance of employees, taking into
account the modification index of the gross average salary in the economy and the inflation rate."
Considering the report presented by the executive management, the provisions of the collective labour
agreement, as well as those in the Articles of Association and Internal Regulations of Lion Capital, the
members of the Nomination and Remuneration Committee recommended granting salary increases.
Appointment of a Compliance Officer Responsible for the Prevention and Combating of Money
Laundering and Terrorism Financing and Designation of a Person Responsible for Coordinating
the Implementation of Internal Procedures for Enforcing International Sanctions
Following the termination of the individual employment contract of Mr. Ioan-Eugen Cristea on October 18,
2024, who held the position of Compliance Officer, including the role of Compliance Officer responsible
for AML/CFT, and considering the criteria set out in Article 7^1 par. (8) of the ASF Regulation no. 13/2019,
we consider it necessary to appoint a new person as Compliance Officer responsible for AML/CFT.
Considering the applicable legal provisions, the proposal of the person currently holding the position of
Compliance Officer/Internal Control Officer, in accordance with Article 2 par. (2) letter (p) section (ii) of
ASF Regulation no. 1/2019, meets the requirements necessary to perform the role of Compliance Officer
responsible for AML/CFT.
Thus, the proposed individual is capable of allocating sufficient time to fulfil the duties associated with the
role, as they do not hold any other positions within the company alongside the Compliance Officer/Internal
Control Officer role. Furthermore, the proposed candidate has acquired the necessary knowledge, skills,
and experience required for the role, having been employed by the company since November 2004 as a
Legal Advisor and subsequently serving as Compliance Officer/Internal Control Officer, in accordance
with Article 2 par. (2) letter (p) section (ii) of ASF Regulation No. 1/2019, from November 2022 to the
present.
The Nomination and Remuneration Committee (NRC), meeting on October 24, 2024, determined that the
proposed candidate is not in any potential conflict of interest, as no activities were identified that would
imply or could imply a personal interest that might affect their independence and impartiality in decision-
making, professional judgment, or timely and objective fulfilment of duties.
According to Article 9 of ASF Regulation no. 25/2020, regarding the supervision of the implementation of
international sanctions by the Financial Supervisory Authority (ASF) and its regulated entities:
(1) In accordance with the nature and scale of their activities, regulated entities must designate at least
one individual within their staff to be responsible for coordinating the implementation of internal
procedures for the enforcement of international sanctions, including what concerns ongoing updates
of the entity’s records regarding current international sanction regimes, managing alerts received from ASF
or updates made public on the ASF, Ministry of Foreign Affairs, and ANAF websites, fulfilling reporting
obligations, this individual is hereinafter referred to as the Designated Person for the Implementation of
International Sanctions (PDSI).
(2) The name, position, and responsibilities assigned to this person, along with their contact details, must
be notified to ASF at least 15 working days before they assume their duties.
(3) Regulated entities must notify ASF of any replacement of the designated person(s) within a maximum of
5 days from the date of the replacement, in compliance with paragraph (2).

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

7
(4) The regulated entity must ensure that the designated person(s) as per art. (1) has (have) the knowledge
and skills required to fulfil the responsibilities outlined in Government Emergency Ordinance no. 202/2008
and the present regulation and meets the fitness requirements for this role. Proof of internal assessment
must be provided to ASF upon request.
(5) Regulated entities must provide ongoing training to their staff on international sanctions enforcement,
as needed, but no later than every two years.
Considering the above, the Nomination and Remuneration Committee (NRC) proposed to the Board of
Directors:
a) The appointment of a Compliance Officer responsible for the Prevention and Combating of Money
Laundering and Terrorism Financing.
b) The designation of the same individual as the person responsible for coordinating the implementation
of internal procedures for the enforcement of international sanctions.
Preliminary Assessment of a Candidate Nominated for the Position of Interim Member of the
Board; Collective Assessment of the Board of Directors; Preliminary Assessment of the
Candidate Nominated for the Position of Compliance Officer
In the meetings held on October 28 and November 27, the Nomination and Remuneration Committee
(NRC) analysed the letter received from the authority regarding the appointment of an interim Member of
the Board, refining the committee’s position. The response was submitted to the Board of Directors for
approval before being communicated to the Financial Supervisory Authority (ASF).
In accordance with the express request of the authority, the procedure was resumed, and the Committee,
in its meeting on November 27, conducted the preliminary assessment of the person nominated for the
position of interim administrator, the collective assessment of the Board of Directors, as well as the
preliminary assessment of Mr Ioan-Eugen Cristea, proposed for the position of compliance officer
following his reemployment within the Compliance Office.
The evaluation process complied with the provisions of R1/2019, with the criteria established by the
regulation being analysed based on documents and information provided by the evaluated person
(diplomas and certificates, CVs, declarations in compliance with R1/2019, etc.), as well as other data and
information available to NRC members (internal audit and compliance reports, public information, etc.).
The conclusions of the evaluation process were based on the analysis of information from the documents
presented, the analysis of information regarding reputation, integrity, honesty, and independent thinking,
as well as direct discussions with the individual concerned and the analysis of their past activities.
The evaluation results were recorded in the individual assessment form, which documents the description
of the position being evaluated, its role, and presents the results of the suitability assessment based on
the following criteria: a) relevant experience in performing the specific duties; b) knowledge, skills, and
relevant experience; c) time allocated for fulfilling the respective role; d) assessment of reputation,
honesty, and integrity; e) governance criteria.
Following the evaluation, the NRC determined that Mr. Rachid El Lakis possesses the knowledge,
competencies, and professional experience and meets the requirements of reputation, honesty, integrity,
and governance stipulated by ASF Regulation no. 1/2019, as amended, by Law no. 74/2015, and by ASF
Regulation no. 10/2015, necessary for fulfilling the duties specific to the position of member of the Board
of Directors.
Additionally, in accordance with the provisions of Article 23, in conjunction with Article 26 of ASF
Regulation no. 1/2019, the Nomination and Remuneration Committee (NRC) conducted the collective
assessment of the governance structure at the Board of Directors level, using the suitability matrix
presented in Annex no. 4 to ASF Regulation no. 1/2019, adapted by the company based on its specific
activities and risks, taking into account the principles and criteria set out in Article 4 of ASF Regulation no.
1/2019. In assessing suitability, NRC also considered the criteria mentioned in Annex no. 3 to ASF
Regulation no. 1/2019. In conclusion, the NRC determined that the members of the Board of Directors
possess the knowledge, competencies, and professional experience and meet the requirements of
reputation, honesty, integrity, and governance stipulated by ASF Regulation No. 1/2019, necessary for

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

8
fulfilling the duties specific to their positions. No situations were identified that would raise concerns
regarding the suitability of an administrator or the governance structure of the Board of Directors as a
whole.
Regarding the nomination for the position of compliance officer, following the evaluation, the NRC
determined that Mr Cristea, who has held the same position at Lion Capital/SIF Banat Crișana since 2005,
meets the legal requirements and recommended his appointment as compliance officer.
Analysis of Compliance with Remuneration Policy and Procedures
Within the scope of monitoring and overseeing the implementation of the remuneration policy approved
by the shareholders, in the meeting held on December 19, 2024, the Nomination and Remuneration
Committee analysed the application of remuneration procedures and policy. Following the assessment
conducted, CNR ascertained that:
▪ all commitments regarding remuneration are correctly and responsibly structured, in accordance with
the principles of good corporate governance;
▪ the current remuneration policy ensures proper risk management without leading to risks exceeding
Lion Capital's risk tolerance level;
▪ by examining the methodology on directors’ performance assessment approved by the Board of
Directors, CNR ascertained that the principles, evaluation criteria, and performance indicators
established ensure an objective and adequate evaluation of directors' performance, combining
assessment through measurable criteria (quantitative components) and through professional
competencies, skills, and organizational behaviour (qualitative components), while adhering to the
principles outlined in the remuneration policy approved by the shareholders.
Periodic Assessment of the Suitability of Members of the Management Structure and Persons
Holding Key Positions
In accordance with the provisions of ASF Regulation no. 1/2019 on the assessment and approval of
members of the management structure and persons holding key positions within entities regulated by the
Financial Supervisory Authority (“R1/2019”) and the Internal Procedure regarding the evaluation of
members of the management structure and persons holding key positions within the company, as part of
the process of continuous monitoring of the suitability of members of the management structure and
persons holding key positions to ensure prudent, fair, and efficient management of Lion Capital, the
Nomination and Remuneration Committee (CNR) proceeded with the assessment of the Board of
Directors, Directors, and key personnel in the company.
In accordance with the provisions of Article 26, paragraph (3), and Article 23 of R1/2019, CNR conducted
both individual and collective assessments of the members of the Board of Directors, as well as individual
and collective evaluations of the executive management structure.
Assessment of the Board of Directors:
Taking into account: (i) the documents submitted by the members of the Board of Directors on previous
assessments; (ii) the statements provided by the members of the Board of Directors updated at the time
of assessment, which include aspects related to meeting independence criteria, as well as the list of
mandates held in other entities; (iii) the evaluation matrix – Annex 4 to ASF Regulation no. 1/2019;
CNR ascertained that there have been no significant changes to the relevant documents / information
submitted during previous evaluations.
CNR analysed the individual suitability of the members of the Board of Directors.
Following the evaluation conducted, CNR ascertained that the members of the Board of Directors meet
the requirements set forth in the applicable regulations, and no situations of non-compliance with the
criteria specified in ASF Regulation no. 1/2019 were identified.
Assessment of the Executive Management
The individual assessment of the directors was conducted based on the documents requested and
provided to CNR by the directors, and the conclusions of the evaluation process were based on the

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

9
analysis of the information in the submitted documents, the analysis of information regarding reputation,
integrity, honesty, and independent thinking, as well as direct discussions with the directors and an
analysis of their activities.
The results of the directors' assessments were documented in individual assessment sheets, which
document the description of the position for which the assessment is conducted, its role within Lion
Capital, and present the results of the suitability evaluation based on the following criteria: a) knowledge,
skills, and relevant experience; b) time dedicated to performing the respective function; c) evaluation of
reputation, honesty, and integrity; d) governance criteria.
CNR evaluated the collective suitability of the executive management, considering the principles and
criteria provided by R1/2019.
CNR considers the executive management structure to be adequate and efficient, with operational work
processes implemented within the company, including well-defined workflows, and reporting lines to the
management structure. From the analysis of materials presented during the year for information or
approval by the Board of Directors, CNR members noted the attention and consistency of the executive
management in implementing recommendations provided by representatives of risk management,
internal audit, and compliance departments regarding alignment with governance requirements,
compliance, and optimization of activities, including recommendations from the financial auditor.
Additionally, CNR considers the management of the company to be effective and prudent, including the
good faith of the executive management in activities conducted in the interest of the company and the
ability of this structure to focus on strategic matters and objectives approved by the shareholders and the
Board of Directors.
From the analysis of Internal Audit and Compliance reports, CNR notes that the company's directors
adhere to the principle of independence and comply with the policy regarding conflicts of interest.
Following the assessments conducted, CNR finds that the members of the executive management
possess the knowledge, skills, and professional experience and adhere to the requirements of reputation,
honesty, integrity, and governance prescribed by R1/2019 necessary for performing the specific duties of
their positions, and no situations were identified that raise concerns regarding the suitability of a director
or the executive management structure as a whole.
Assessment of Key Functions
CNR conducted the assessment of key-functions within the company – the internal audit function, the risk
management function, and the compliance function – based on the documents requested and provided to
CNR by the individuals with specific responsibilities. The conclusions of the assessment process were
based on the analysis of information in the submitted documents regarding studies, competencies, and
experience, the analysis of information regarding reputation, integrity, honesty, and independent thinking,
as well as direct discussions with these individuals and the analysis of reports presented throughout the
year.
The results of the assessment of the individuals holding key functions were documented in individual
assessment sheets, which document the description of the position for which the assessment is
conducted, its role within Lion Capital, and present the results of the suitability evaluation based on the
following criteria: a) knowledge, skills, and relevant experience; b) time dedicated to performing the
respective function; c) assessment of reputation, honesty, and integrity; d) governance criteria.
Following the assessments conducted, CNR finds that the persons holding key functions possess the
knowledge, skills, and professional experience and adhere to the requirements of reputation, honesty,
integrity, and governance prescribed by Regulation ASF no. 1/2009 and the internal regulations of the
company, necessary for fulfilling the specific duties of their positions, and no situations were identified
that raise concerns regarding the suitability of the persons in this category.
Assessment of the Performance of Executive Management During 2024
In the meeting held on December 19, 2024, NRC proceeded to assess the performance of the executive
management in 2024, in accordance with the Remuneration Policy of Lion Capital approved by the

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

10
shareholders by resolutions no. 4/06.01.2021 and no. 8/26.04.2021 and the Methodology for assessing the
performance of the executive management approved by the Board of Directors.
The assessment of the fulfilment of the performance criteria was performed for each director, based on
the quantitative and qualitative indicators established by the approved methodology, the evaluation
results being recorded in the individual evaluation sheets.
Assessment of quantitative criteria:
- KPI indicators - were calculated based on the estimate of the achievement of Budget for 2024 presented
to the Board of Directors.
- The assessment of compliance with the regulated / approved investment limits was performed by
analysing the investment limits monitoring performed monthly by the Risk Manager, together with the
calculation and reporting of the detailed statement of assets and liabilities, as well as on each transaction
expected through the investment verification procedure.
- The assessment of compliance with the approved global risk profile was based on the analysis of periodic
monitoring and evaluation reports prepared by the Risk Manager and reported to the Board in the periodic
risk reports and risk opinions through the pre-investment verification procedure.
The Nomination and Remuneration Committee recommended the Board of Directors to approve the
results of the performance evaluation of the executive management for 2024.
Analysis of Granting the Variable Component for the Achievement of the Objectives in 2023
At the end of December 2024, in accordance with its responsibilities, NRC analysed the reports submitted
by the executive management, the risk opinion on granting the variable component of the remuneration,
presented by the person responsible for the risk management, and the Remuneration Policy of Lion
Capital, and ascertained the following:
▪ In accordance with the Remuneration Policy approved by the shareholders, performance-based
remuneration is granted in a manner that promotes efficient risk management and does not encourage
excessive risk-taking.
▪ Variable remuneration is paid or granted only if it is sustainable based on the overall financial situation
of the Company and is justified by the performance of the operational unit within the Company and of
the individual in question.
▪ The remuneration of the Company’s personnel, from the perspective of variable remuneration, is
based on the annual evaluation of individual performances, relative to the achievement of assumed
objectives.
▪ The evaluation of compliance with Lion Capital's approved overall risk profile, from the perspective of
the impact of investment decisions on it, was conducted by analysing investment risk at the level of
assets under management.
▪ It was ascertained that the objectives set at the senior management level, through the activity plan and
the Budget approved by the GMS, and at the level of the personnel responsible for investment activity
through financial objectives and competencies (investments made, dividend collection from holdings,
placements, etc.), did not induce a modification of investment risk.
▪ The liquidity profile of the asset portfolio maintained its structure constant throughout the year 2024,
with dividends collected from issuers in the portfolio being invested based on opportunities that
occurred. The liquidity buffer remained above the approved limit of total assets throughout 2024.
▪ The evolution of the LION stock quotation was linear (sideways movement), with trading volumes
comparable to those of 2023. Thus, the assessment of reputational risk falls within the low-risk level.
▪ The continuous monitoring of risks, carried out by the three key function departments, internal audit,
compliance, and risk management - materialized both through periodic risk reports, scenario analysis,
and prior verification at the time of investments - leads to the conclusion that the risk management
system at Lion Capital is effective, the measures adopted for monitoring and controlling exposures to
identified risks are adequate and timely, and recommendations and concerns receive the necessary
attention.
▪ Investment limit monitoring was conducted both monthly, along with the calculation and reporting of
the Detailed Statement of Assets and Liabilities, and for each planned transaction through the

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274


BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH

11
investment prior verification procedure. From the assessment of this objective, it was ascertained that
investment limits were not exceeded (zero incidents).
▪ The overall risk profile was periodically monitored and evaluated by the Risk Manager and reported to
the Board of Directors through periodic risk reports and risk opinions via the investment prior
verification procedure. The Risk Management Office did not issue alerts for exceeding approved risk
limits, and the assessment of this objective revealed that the risk limit/limits were not exceeded.
▪ In 2024, two events related to inadequate reporting were recorded in the Operational Risk Event
Register (ERO), with the losses incurred being below the materiality threshold of RON 10,000. For each
event, the company immediately implemented control measures to reduce the probability of
recurrence. The protection and control measures resulted in a tolerable inherent risk.
▪ Analyses conducted periodically in 2024 lead to the conclusion that the achievement of investment
objectives was fulfilled while adhering to regulated prudential limits, approved risk limits through the
overall risk profile, and governance principles.
▪ Analysing liquidity risk based on the bank account balances, it is found that cash funds are sufficient
to cover the amounts proposed as variable remuneration, without the need for dislocation of other
assets.
▪ The operation does not violate any legal or ethical norms regarding internal regulations and policies.
In view of the findings made, NRC issued a favourable opinion on the granting of the variable component
to employees and directors for the achievement of the objectives in 2024.

Nomination and Remuneration Committee as of December 31, 2024:
Sorin MARICA - Chairman of the Committee _____________________
Marcel PFISTER - member _____________________
Ionel Marian CIUCIOI – member _____________________



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ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
1
LION CAPITAL’S
REMUNERATION REPORT FOR 2024
1. GENERAL INFORMATION
LION CAPITAL S.A. (hereinafter “Lion Capital” or “the Company”), the new corporate name starting March
24, 2023, of SIF Banat-Crișana S.A., is a joint stock company incorporated since November 1996, in
accordance with the provisions of Law no. 31/1990 on trading companies, being a Romanian legal entity
with fully private capital, with a duration of operation of 99 years.
Lion Capital is established as a self-managed investment company and is authorized by the Financial
Supervisory Authority (ASF) as an Alternative Investment Fund Manager (AIFM), in accordance with Law no.
74/2015, by Authorization number 78 / 09.03.2018.
As per the provisions of Law no. 243/2019 on alternative investment funds, Lion Capital qualifies as a
closed-end diversified Alternative Investment Fund addressed to Retail Investors (AIFRI), self-managed,
authorized by ASF in this capacity since July 2021.
As per the provisions of its Articles of Association, Lion Capital is administered under a unitary system,
which is apt to ensure the efficient operating of the Company and in accordance with the objectives of
good corporate governance and the protection of the interests of its shareholders.
Lion Capital is administered by a Board of Directors comprised of 5 members, elected by the general
meeting of shareholders for a term of office of four years, with the possibility of being re-elected.
The Board of Directors has decision-making powers regarding the management of the Company in the
interval between the general meetings of shareholders, except for decisions that the law or the Articles of
Association exclusively for the general meeting.
The Executive Management/senior management of Lion Capital is provided by Directors appointed by the
Board of Directors, in accordance with the provisions of the Company's constitutive acts and the
applicable legal regulations in force, so that the management of the Company's daily activity is ensured,
at all times, by at least two people.
The management structure, in the sense of the legislation applicable to this report, consists of the
members of the Board of Directors and the Executive Management - Directors. The duties and
responsibilities of the Management Structure are expressly mentioned in the Company's Articles of
Association, in the Internal Regulations and in the Corporate Governance Regulation of Lion Capital.
As per the provisions of art. 107 of Law 24/2017 on issuers of financial instruments and market operations,
the Company has prepared and published remuneration reports starting with 2021 FY, these being
submitted to the consultative vote of the General Meeting of Shareholders. There were no opinions
expressed by shareholders during the general meetings regarding the remuneration reports published by
the Company.
This remuneration report contains information on the remuneration paid in 2024, according to the
remuneration policy approved by the general meeting of shareholders and will be subject to the
consultative vote of the General Meeting of Shareholders convened for April 24 (25), 2025.
The “identified personnel” category in the report includes the persons established at the Lion Capital level
considering the definitions retained within the applicable national and European legislation.
All amounts mentioned in this report are expressed in RON (Romanian leu) and represent net amounts,
unless otherwise stated.
2. THE REMUNERATION POLICY OF LION CAPITAL
The remuneration policy of Lion Capital was approved by the OGM of January 6, 2021, by Resolution no. 4
(with 97.37% of the votes cast), and amended according to Resolution no. 8 of the OGM of April 26, 2021
(with 99.97% of the votes cast).
The remuneration policy applies to the management of the company and those categories of personnel
whose professional activities have a significant impact on the risk profile of Lion Capital.

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ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
2

The policy establishes the general principles of remuneration of the Company's identified personnel, in
compliance with the principles set forth by the applicable national and European regulations, with the aim
of ensuring that the remuneration of the company's personnel is in line with and promotes solid and
efficient risk management and does not encourage taking risks that contradict the risk profile and the
articles of association of the Company.
The main principles underlying the remuneration policy:
▪ pursuing the compatibility with sound and effective risk management and promoting this type of
management, without encouraging taking risks that do not comply with the risk profile, internal rules or
articles of association of the company;
▪ substantiation on the values and beliefs of the organization and compatibility with the business
strategy, objectives, values, and interests of Lion Capital, as well as with the interests of investors,
including measures to avoid conflicts of interest;
▪ the remuneration of personnel holding control positions is based on the achievement of the objectives
related to their functions, regardless of the results of the trading sectors they control;
▪ performance-based remuneration is calculated on the basis of an assessment that combines the
performance of the individual and the business unit concerned with the overall performance of the
Company;
▪ there is an appropriate balance between the fixed and the variable component of total remuneration
and the fixed component represents a sufficiently high percentage of total remuneration allowing the
application of a policy as flexible as possible on variable components of remuneration, including the
possibility of paying no variable component of remuneration;
▪ the variable remuneration is paid or granted only if it is sustainable according to the financial situation
of the Company as a whole, and is justified by the performance of the business unit within the company
and the person concerned;
▪ Company personnel are prohibited from using personal coverage or insurance strategies relating to
remuneration or liability to undermine the effects of the risk alignment provided for in their
remuneration schemes;
▪ variable remuneration is not paid through instruments or methods that facilitate the avoidance of
compliance with the requirements of the remuneration policies applicable within Lion Capital.
Lion Capital promotes an effective and sound risk management, without the remuneration structure
encouraging excessive risk-taking, including in relation to sustainability risks, being correlated with risk-
adjusted performance.
The company must comply with the remuneration principles established in the applicable legal regulations
considering the extent to which they are appropriate to its size, internal organization, and the nature and
complexity of its activities. Considering these aspects - the size, nature, internal organization, scope and
complexity of the activities carried out by the company, applying the principle of proportionality in
accordance with the provisions of the ESMA Guide on solid remuneration policies in accordance with
DAFIA, through the Remuneration Policy it was established that they can be except for the requirements of
the process of payment of variable remuneration in instruments, the requirements regarding retention and
deferral, the requirements regarding the ex-post inclusion of risks for variable remuneration, in the context
where the non-application of the aforementioned requirements is compatible with the risk profile, risk
appetite and strategy the company and the assets under management.
The Company's remuneration policy ensures a fair and competitive remuneration, respecting and valuing
the skills and the performance, with the two components - the fixed component and the variable
component - appropriately proportioned.
3. REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS (ADMINISTRATORS)
3.1 Administrators’ remuneration structure
The remuneration of the administrators is decided annually by the general meeting of the shareholders of
Lion Capital, in accordance with the provisions of Law no. 31/1990 and the Company’s Articles of
Association.
The additional remuneration of the administrators is set in general limits by resolution of the general
meeting of shareholders. The total annual amount of additional remuneration paid to the directors shall
not exceed the limits set by the resolution of the general meeting of shareholders.

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ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
3

The additional remuneration is fixed and is based exclusively on factors such as time spent on the
performance of duties, participation in meetings of the board of directors, responsibilities undertaken on
the board of directors, participation in the activities of special committees at the board level, and the like.
factors that do not depend on and do not consider the results and performance of the company.
Remuneration for the purposes of the Remuneration Policy is not considered to be expenses settled by the
company and incurred by the administrators in the interest and for the purpose of exercising the mandate
of administrator.
3.2 Components of administrators’ remuneration in 2024
The Board of Directors consists of five members appointed by the Ordinary General Meeting of
Shareholders, in accordance with the provisions of Company’s Articles of Association.
During 2024, the Board of Directors had the following composition:
Name
Position/Function
Date of first
appointment
(date of ASF
endorsement)
Current term
expires
Months on
duty in 2024
Bogdan-Alexandru Drăgoi
Chairman of BoD
09.04.2015
25.04.2025
12
Radu-Răzvan Străuț*
Vice-Chairman of BoD
13.07.2017
30.09.2024
9
Ionel-Marian Ciucioi
Member of BoD
Member of Audit Committee
Member of Nomination and
Remuneration Committee (NRC)
25.10.2018
25.04.2025
12
Sorin Marica
Member of BoD
Chairman of NRC
Member of Audit Committee
13.07.2017
25.04.2025
12
Marcel Heinz Pfister
Member of BoD
Chairman of Audit Committee
Member of NRC
13.07.2017
25.04.2025
12
*
Mr Radu-Răzvan Străuț resigned from all positions held within Lion Capital SA, starting with 30.09.2024
The monthly remuneration due to the members of the Board of Directors for the financial year 2024
1
was
approved by the OGM on April 29, 2024, at the level established by the OGM resolution of April 26, 2016, in
the amount of RON 10,000 net for each administrator, regardless of position held.
The general limits on all additional remuneration of members of the board of directors and the general
limits on the remuneration of directors for the financial year 2024 were approved by the OGM on April 29,
2024, and remained at 0.42% of the average annual net assets
2
as set by the OGM resolution no. 7 of April
27, 2020.
Individual remuneration of the members of the Board of Directors in 2024:
Position/Function
Total fixed
remuneration 2024*
(RON)
Variable
remuneration
Proportion of
fixed
remuneration
Other
benefits**
(RON)
Chairman of the Board of Directors
120,000
0
100%
1.254
Vice-Chairman of the Board of Directors
90,000
0
100%
940
Member of the Board of Directors
Member of Audit Committee
Member of NRC
186,000
0
100%
1.254
Member of the Board of Directors
Chairman of NRC
Member of Audit Committee
318,000
0
100%
1.254
Member of the Board of Directors
Chairman Audit Committee
Member of NRC
318,000
0
100%
0

1
Resolution no. 8 of OGM of April 29, 2024: https://www.lion-capital.ro/docs/en/current-reports/2024/2024-04-29-OGM-
resolutions.pdf
2
Resolution no. 9 of OGM of April 29, 2024: https://www.lion-capital.ro/docs/en/current-reports/2024/2024-04-29-OGM-
resolutions.pdf



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ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
4

* Includes additional remuneration for members / chairs of advisory committees operating within the Board of Directors
** Subscription to medical services rendered by a private provider
Note: To ensure full independence in discharging their duties, non-executive administrators (Board
members) do not receive variable remuneration and do not participate in remuneration schemes in
which payment is linked to performance.
Remuneration received from other entities belonging to the Lion Capital group:
For executive administrators - Chairman of the Board and Vice-Chairman of the Board, the information is
disclosed in section 4.2.
The Chairman of the Audit Committee and the Chairman of the Nomination and Remuneration Committee
did not receive any remuneration from other entities of Lion Capital Group in 2024.
In 2024, Mr. Ionel Ciucioi received a total remuneration of RON 408,000 from a company in Lion Capital
Group, for the position of Chairman of the Board and General Manager of a Lion Capital subsidiary, and
Chairman/member of the Board in some companies within the Group formed by this company.
4. REMUNERATION OF THE (EXECUTIVE) DIRECTORS
4.1 (Executive) Directors’ remuneration structure
The remuneration of the directors is approved by the company's Board of Directors. The general limits of
the remuneration of the directors to whom a part of its powers has been delegated by the Board of
Directors, in accordance with the provisions of Law no. 31/1990, are approved by the general meeting of
shareholders.
The Board of Directors will ensure the proportionality of the remuneration granted with the specific
responsibilities of the management functions, to ensure an adequate and responsible remuneration,
which will ensure the increase of the performances, to increase the value of the company, for the benefit
of its shareholders.
Directors’ remuneration may consist of a fixed component and a variable component:
The fixed component of remuneration is determined considering sound economic principles, considering
the nature and complexity of the activities carried out by those persons as well as the competencies and
responsibilities accepted by holding those management positions.
The variable remuneration component is based on an assessment that combines the evaluation of
individual performance with the overall results of Lion Capital. The variable component can be paid in cash
and / or instruments. In accordance with the Remuneration Policy, the Board of Directors has the power to
establish the general criteria for assessing the performance of the executive management.
The remuneration of the directors must be within the general limits of the remuneration and the budget
approved by the ordinary general meeting of the shareholders of Lion Capital.
Is not considered remuneration for the purposes of the remuneration policy the expenses settled by the
company and incurred by the directors in the interest and for the purpose of exercising their functions
within the company.
4.2 Components of directors’ remuneration in 2024
During 2024, the executive management was provided by four (executive) directors authorized by the
Financial Supervisory Authority:
Name
Position
Period of holding the
executive position
Months on duty
in 2024
Bogdan-Alexandru Drăgoi
Chairman of BoD, CEO
Management delegated by BoD as per Law
no. 31/1990 and Articles of Association
August 2015 - present
12
Radu-Răzvan Străuț*
Vice-Chairman of BoD, Deputy CEO -
Management delegated by BoD as per Law
no. 31/1990 and Articles of Association
June 2018 – Sept. 30, 2024
9
Florin-Daniel Gavrilă
Director - Management delegated by BoD
as per Law no. 31/1990 and Articles of
Association - Corporate Administration
and Operations segment
March 2014 – present
9
Laurențiu Riviș
Director - Management delegated by BoD
as per Law no. 31/1990 and Articles of
Association – Legal and IT segment
Feb. 2016 - present
12
*

Mr Radu-Răzvan Străuț resigned from all positions held within Lion Capital SA, starting with 30.09.2024

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ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
5

The remuneration of the executive directors in 2024 complied with the Remuneration Policy and consisted
of fixed remuneration and variable remuneration.
The fixed part of the remuneration consisted of the monthly allowance and benefits in kind (financial and
non-financial benefits).
Directors have not benefited from discretionary pension plans.
The variable part of the remuneration has been allocated to reward the performance of each member of
the executive during 2024, depending on the performance, risk and non-financial objectives set by the
Board of Directors.
The variable component has not been subject to malus and claw-back agreements.
The variable component does not include any additional rewards.
Information on the total remuneration granted to each director for the financial year 2024:
For the year 2024, the CEO received a fixed remuneration composed of an annual remuneration amounting
to RON 997,477 and benefits in kind in the amount of RON 1,254 per year
3
. The variable remuneration paid
in cash for the performance in 2024 was of RON 1,000,000, in accordance with the Remuneration Policy
and the limits approved by the shareholders. The relative proportion of fixed remuneration was 50%, and
of the variable cash remuneration was 50%, out of the total cash remuneration granted during 2024 for this
position.
On February 5, 2024, the Board of Directors of Lion Capital approved the offering free of charge of 517,500
shares to the CEO under the share-based payment plan (Stock Option Plan) carried out on based on the
EGM Resolutions no. 4 and no. 5 of April 27, 2023
4
, as variable remuneration in instruments related to the
activity carried out in 2023. The exercise of the right by the beneficiary was done in February 2025, and the
transfer of the ownership right over the shares was done in March 2025, being met cumulatively the
conditions provided in the Payment Plan approved by the Board of Directors and the provisions of the Fiscal
Code.
In 2024, the CEO received a total remuneration in the amount of RON 315,000 from companies in the Lion
Capital Group, as a member of the board of directors of these entities.
For the year 2024, the Deputy CEO (Vice-Chairman of the Board) received a fixed remuneration composed
of an annual remuneration amounting to RON 720,899 and benefits in kind amounting to RON 1,254 per
year
3
. The variable remuneration paid in cash for the performance in 2024 was of RON 1,376,844, in
accordance with the Remuneration Policy and the limits approved by the shareholders. The relative
proportion of fixed remuneration was of 34%, and of the variable cash remuneration was of 66%, out of the
total cash remuneration granted during 2024 for this position.
In 2024, the Deputy CEO received a total remuneration in the amount of RON 390,009 from companies in
the Lion Capital Group, as a member of the board of directors of these entities.
On February 5, 2024, the Board of Directors of Lion Capital approved the offering free of charge of 472,500
shares to the Deputy CEO under the share-based payment plan (Stock Option Plan) carried out on based
on the EGM Resolutions no. 4 and no. 5 of April 27, 2023
4
, as variable remuneration in instruments related
to the activity carried out in 2022. The exercise of the right by the beneficiary was done in February 2025,
and the transfer of the ownership right over the shares was done in March 2025, the conditions being met
cumulatively provided in the Payment Plan approved by the Board of Directors and the provisions of the
Fiscal Code.
For the year 2024, the Director – on Corporate Administration and Operations segment received a fixed
remuneration composed of an annual remuneration amounting to RON 167,407 and benefits in kind
amounting to RON 2,380 per year
5
. The variable remuneration granted for the performance in 2024 was of
RON 131,040 in cash, in accordance with the Remuneration Policy and the limits approved by the
shareholders. The relative proportion of fixed remuneration was of 56% and of the variable remuneration
was 44%, out of the total remuneration granted during 2024 for this position.

3
Subscription to medical services rendered by a private provider. For directors who also hold the position of executive administrator, this
amount is granted only once, regardless of the number of positions held in the Company
4
https://www.lion-capital.ro/docs/en/current-reports/2023/2023-04-27-EGM-resolutions.pdf •
5
Subscription to medical services rendered by a private provider; optional pension insurance (Pillar III)




Graphics
ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
6

In 2024, the Director on Corporate Administration and Operations segment received a total remuneration
in the amount of RON 11,266 from companies in the Lion Capital Group, as a member of the board of
directors of these entities.
For the year 2024, the Director – on Legal and IT segment received a fixed remuneration composed of an
annual remuneration amounting to RON 246,086 and benefits in kind amounting to RON 3,174 per year
6
.
The variable remuneration granted for the performance in 2024 was of RON 141,040 in cash, in accordance
with the Remuneration Policy and the limits approved by the shareholders. The relative proportion of fixed
remuneration was of 64% and of the variable remuneration was 36%, out of the total remuneration granted
during 2024 for this position.
In 2024, the Director on Legal and IT segment did not receive any remuneration from other entities in the
Lion Capital Group.
4.3 Performance criteria for granting the variable component
The performance of directors is assessed against a series of indicators - quantitative and qualitative -
approved by the Board of Directors based on the medium-term strategy and on the latest business plan,
and incorporates annual financial, risk and non-financial objectives, which may be effectively measured
and evaluated.
The evaluation of fulfilling the performance criteria by the directors is carried out by the Nomination and
Remuneration Committee, in accordance with the Remuneration Policy. The annual performance
evaluation of the directors for 2024 was made in accordance with the Methodology for evaluating the
performance of the executive management – the revised version approved by the Board of Directors in
December 2022.
Each objective has a weight expressed as a percentage, their sum being equal to 100%.
Qualitative component – with a weight of 50% in total evaluation - includes as objectives for evaluating
the performance:
• assessment of the adequacy of knowledge, skills and experience to the needs of the company;
• assessment of professional conduct as a member of the management structure;
• assessment of reputation, honesty and integrity;
• meeting the governance criteria.
In the process of analysing and assessing the results, NRC aims, in the first place, the fulfilment of the
conditions and requirements detailed within the internal procedure, approved by the Board of Directors,
regarding the Requirements and evaluation criteria.
Quantitative component – with a weight of 50% in total evaluation – includes as objectives for evaluating
the performance:
• Performance indicators regarding the achievement of the income and expenses budget approved by
the GMS, by comparing the indicators actually achieved with the budgeted ones: KPI 1 - Income
(includes dividend income, interest income, other operating income); KPI 2 - Expenses (include Other
operating expenses (personnel / administrators’ expenses, auxiliary expenses, other expenses); KPI 3
– Profit;
• Compliance with the regulated / approved investment limits, provided by Law no. 243/2019 and Rules
of the Fund;
• Compliance with the approved overall risk profile adopted by the Board of Directors according to risk
appetite and tolerance and provided in the AIFRI documents.
The objectives for the year 2024, their weights and the degree of achievement:
Objectives 2024
Chairman - CEO
Vice-Chairman -
Deputy CEO
Deputy General
Director
Director

Weights in total quantitative / qualitative component
Quantitative
Objectives
KPI 1: Income
10%
10%
10%
10%
KPI 2: Expenses
10%
10%
10%
10%
KPI 3: Profit
10%
10%
10%
10%
Compliance with the regulated /
approved investment limits
35%
35%
35%
35%
Compliance with the approved
overall risk profile
35%
35%
35%
35%

6
Subscription to medical services rendered by a private provider; optional pension insurance (Pillar III)


Graphics
ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
7

Objectives 2024
Chairman - CEO
Vice-Chairman -
Deputy CEO
Deputy General
Director
Director
Qualitative
Objectives
Assessing the adequacy of
knowledge, skills, and experience
25%
25%
25%
25%
Professional conduct as a
member of the management
structure
25%
25%
25%
25%
Assessing reputation, honesty,
and integrity
25%
25%
25%
25%
Meeting governance criteria
25%
25%
25%
25%
Degree of achieving the objectives in 2024 at the date
of evaluation:
100%
100%
100%
100%
5. COMPLIANCE WITH THE REMUNERATION LIMITS APPROVED BY GMS
The general meeting of shareholders setting the general limits of all additional remuneration of members
of the board of directors and of the general limits of the remuneration of directors is a requirement of Law
31/1990 on trading companies (at art. 153 ^ 18 par. 2).
The Ordinary General Meeting of Shareholders of April 29, 2024, approved for the financial year 2024 that
the general limits of all additional remuneration of members of the board of directors and the general limits
of the remuneration of directors be kept at 0.42% of average annual net asset value, established by the
OGM Resolution no. 7 of April 27, 2020.
The average annual net asset value for the year 2024 was in the amount of RON 4,462,256,704, so that the
maximum limit of remuneration available was in the amount of RON 18,741,478.
In 2024, the total expenses with the additional remunerations of the members of the board of directors and
the remunerations of the directors to whom the management is delegated in accordance with Law no.
31/1990 amounted to RON 12,816,864, respectively 0.28% of the average net assets for the year 2024,
representing a use of only 66% of the available amount approved by the OGM.
6. COMPARATIVE INFORMATION ON THE CHANGE IN REMUNERATION AND THE
PERFORMANCE OF THE COMPANY IN THE LAST 5 FINANCIAL YEARS
6.1 Changes in the gross remuneration of directors compared to the change in the average gross
remuneration of employees in the last five financial years
Position in the organization chart
2024 vs 2023
2023 vs 2022
2022 vs 2021
2021 vs 2020
2020 vs 2019
Chairman CEO
9.11%
10.00%
10.89%
2.50%
0.00%
Vice-Chairman, Deputy CEO
6.45%
10.00%
10.89%
2.50%
0.00%
Director – Corporate Adm. and Operations
N/A
N/A
N/A
N/A
N/A
Director – Legal and IT
17.55%
13.98%
15.14%
2.50%
0.00%






Changes in the average remuneration of
employees
10.10%
13.05%
12.70%
4.12%
3.7%
6.2 The performance of Lion Capital in the last five financial years
Indicators
2024
2023
2022
2021
2020
Total income (dividend income, interest income, other
revenues) (RON)
229,642,350
166,278,371
174,916,193
135,547,935
94,840,715
Total expenses, of which:
32,733,068
27,526,925
24,393,742
27,498,092
28,472,943
Other operating expenses (RON)
26,964,387
22,458,631
20,609,717
22,388,962
19,678,132
Net profit for the year (RON)
161,734,652
417,255,132
95,467,148
387,001,105
92,122,406
Total comprehensive income for the year (RON)
497,850,614
859,886,058

(144,823,034)
707,542,359
-20,165,826
Net Asset Value * (RON)
4,547,449,954
4,095,059,742
3,238,773,573
3,408,921,783
2,884,036,120
Change of income (yoy change)
38.1%
-4.9%
29.0%
42.9%
-22.0%
Change of operating expenses (yoy change)
20.1%
8.9%
-7.95%
13.8%
4.0%
Change of net profit (yoy change)
61.2%
337.1%
-75.33%
320.1%
-42.2%
Change of net asset value (yoy change)
11%
26.4%
-4.99%
18.2%
5.9%
* net asset value calculated according to ASF regulations and certified by the depositary bank, values reported together with the
annual separate financial statements, audited

Graphics
ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
8


7. FINAL PROVISIONS FOR THE REMUNERATION REPORT
7.1 Compliance with Remuneration Policy / Information on any deviation from the procedure for
implementing the Remuneration Policy
In 2024 there were no deviations from the Remuneration Policy regarding the remuneration of the members
of the Board of Directors and the Executive Management, all components of remuneration complying with
the structure and principles presented in the Remuneration Policy approved by shareholders.
7.2 Availability of the Remuneration Report
This Remuneration Report has been verified by the financial auditor and discussed by the Board of
Directors in the meeting held on March 24, 2025.
In accordance with the provisions of art. 107, paragraph (6) of Law no. 24/2017, the Remuneration report
is submitted for the approval of the shareholders in the Ordinary General Meeting of Shareholders
convened for April 24 (25), 2025, the opinion of the shareholders in the general meeting regarding the
remuneration report, resulting from the vote, having an advisory character.
After the general meeting of shareholders, the Remuneration Report is made available to the public, free
of charge, on Lion Capital’s website, for a period of 10 years from its publication, in accordance with the
provisions of the Law no. 24/2017.


Graphics
ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
9

ANNEX
REPORT ON THE REMUNERATION PAID BY LION CAPITAL IN THE FINANCIAL YEAR 2024
- REPORT PREPARED AS AIFM -

Indicators/ Gross amounts
Amounts related to
the activity carried out
in the reporting year
(n) (RON / currency)
Amounts actually paid
during the year subject
to reporting (n) (RON /
currency) net
Amounts payable during
the reporting year (n + 1)
or deferred (RON /
currency)

No. of
beneficiaries
1. Remuneration granted to all IMC /
AIFM staff (including outsourced
functions) *
9,577,298
9,577,298
2,534,400
38
Fixed remuneration
6,174,324
6,174,324
-

Variable remuneration excluding
performance fees, of which:




- cash
3,402,974
3,402,974
-

- other forms (separately indicating each
category)**


2,534,400
2
Variable remuneration representing
performance fees
-
-
-

2. Remuneration for identified staff of
IMC / AIFM staff (including outsourced
functions)
8,418,506
8,418,506
2,534,400

A. A. Members of the Board of
Directors, of which
1,032,000
1,032,000
-
5
Fixed remuneration
1,032,000
1,032,000
-

Variable remuneration excluding
performance fees, of which:




- cash
0
0
-

- other forms (separately indicating each
category)
0
0
-

Variable remuneration representing
performance fees
-
-
-

B. Directors/members of Executive of
which:
4,773,793
4,773,793
2,534,400
4
Fixed remuneration
2,124,869
2,124,869
-

Variable remuneration excluding
performance fees, of which:




- cash
2,648,924
2,648,924
-
4
- other forms (separately indicating each
category) **


2,534,400
2
Variable remuneration representing
performance fees
-
-
-

C. Functions having control
responsibilities (expressly indicating
all functions included in this category)
***
533,655
533,655
-
4
Fixed remuneration
430,255
430,255
-

Variable remuneration excluding
performance fees, of which:




- cash
103,400
103,400
-


Graphics
ANNEX 6 – LION CAPITAL’S REMUNERATION REPORT FOR 2024
10

Indicators/ Gross amounts
Amounts related to
the activity carried out
in the reporting year
(n) (RON / currency)
Amounts actually paid
during the year subject
to reporting (n) (RON /
currency) net
Amounts payable during
the reporting year (n + 1)
or deferred (RON /
currency)

No. of
beneficiaries
- other forms (separately indicating each
category)
0
0


Variable remuneration representing
performance fees
-
-
-

D. Other functions than those
indicated in letter A-C above, included
in the category of identified staff
(expressly indicating all functions
included in this category) ****
2,079,058
2,079,058
-
12
Fixed remuneration
1,685,658
1,685,658
-

Variable remuneration excluding
performance fees, of which:




- cash
393,400
393,400
-

- other forms (separately indicating each
category)
0
0
-

Variable remuneration representing
performance fees
-
-
-

* Includes the administrators, directors to whom management is delegated acc. to. Law 31/1990, employed personnel and the
internal audit function (outsourced function)
** The amount on the transfer date to the beneficiaries (March 14, 2024), related to the 990,000 LION shares granted free of charge
under the share-based payment plan (Stock Option Plan) carried out as per EGM Resolutions no. 5 and no. 6 of April 28, 2022, and of
the Board of Directors decision of March 8, 2023. The shares were allocated on March 8, 2023, and the right was exercised in March
2024
*** Includes risk officer, compliance officer and internal auditor (outsourced function)
**** Includes office managers, IT manager, HR manager, chief accountant, analysts and consultants in the Operations Dept. and
Valuation and Net Asset Office

Graphics







LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH
Free translation prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the official and binding
version; for purposes of interpretation the Romanian text shall be authoritative and final
1
ARTICLES OF ASSOCIATION* OF
THE COMPANY LION CAPITAL S.A.

FREE TRANSLATION
prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the
official and binding version; for purposes of interpretation the Romanian text shall be authoritative and final

Article 1 Name of the company, legal form, and duration of the company.
(1) The name of the company is “LION CAPITAL S.A.”
(2) The legal form of the company is joint stock company, established according to the applicable
regulations as an Alternative Investment Fund of investment companies type – AIFIC (Romanian acronym
FIAS), the category of alternative investment fund addressed to retail investors – AIFRI (Romanian acronym
FIAIR), with a diversified investment policy, closed-ended, self-managed.
(3) The Company is self-managed and is authorized by the Financial Supervisory Authority as alternative
investment fund manager.
(4) The company operates under the provisions of ordinary and special laws, concerning: the alternative
investment funds, established as investment companies with legal personality, whose shares are listed on
a regulated market, the alternative investment fund managers, the companies admitted to trading on a
regulated market, the joint-stock companies, the provisions of these Articles of Association, as well as the
rules and operating procedures of the company.
(5) The registered office of the company is: The Municipality of Bucharest, Sector 2, 46-48 Serghei Vasilievici
Rahmaninov Street, 3rd floor. The company may establish branches, subsidiaries, agencies,
representative offices, and places of business, both in the country and abroad, in compliance with the
applicable legal requirements.
(6) The duration of company’s operation is of 99 years. The shareholders have the right to extend the
duration of the company before its expiration, by a resolution of the Extraordinary General Meeting of
Shareholders.
Article 2 Object of the company.
(1) The main object of activity: Financial intermediation except for activities of insurance and of pension
funds,
NACE (Nomenclature of Economic Activities) (Romanian acronym CAEN) code 64, and the main object of
company’s activity is Other financial intermediation n.c.a., NACE code 6499. The object of company’s
activity consists in:
a) portfolio management;
b) risk management;
c) other activities carried within the collective management of an investment fund, permitted by the
legislation
in force, such as:
(i) management of the entity: legal and accounting services of the company, requests for information from
investors, valuation of assets, tax returns, monitoring of compliance with applicable law, record of holders
of equity securities, distribution of income, issuance and repurchase of equity securities, settlement of
contracts, including issuance of certificates, record keeping.
(ii) distribution;
(iii) activities related to the assets of the AIF: services required for the carrying out the duties of AIFM's
management, infrastructure management, real estate management, advice to entities on the structure of
capital, industrial strategy and related matters, consultancy and services on mergers and acquisitions of
entities, as well as other services related to the management of the AIF and of the companies and other
assets in which it has invested.

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH
Free translation prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the official and binding
version; for purposes of interpretation the Romanian text shall be authoritative and final

2
(2) The Arad Branch of Lion Capital S.A., without separate legal personality, located in the Municipality of
Arad, 35A Calea Victoriei, Arad County, carries out the same business activity as the Company.
Article 3 Share capital and shares.
(1) The share capital of the company amounts to RON 50,751,005.60, and is divided into 507,510,056
shares of RON 0.10 each, appropriated per shareholders as shown in the records entered in the
shareholders’ registry.
(2) The shares issued by the company are registered, of equal value, issued in dematerialized form and
grant equal rights to their holders. The nominal value of a share is RON 0.10. The shares are indivisible, and
the company admits a sole representative to exercise the rights attached to a share.
Article 4 The Shareholders.
(1) Shareholders of the Company are the persons who have acquired shares of the company, in compliance
with the applicable legal provisions, the proof of this quality being attested by the account statement issued
by the authorized entity according to the law.
(2) May become shareholders of the Company the persons that purchase shares on the regulated market
or acquire shares of the Company in another manner permitted by law or Company’s Articles of
Association.
Article 5 Rules on the issue, holding and sale of shares.
(1) New shares may be issued pursuant to the legal regulations for the increase of share capital;
(2) Shares may be ordinary or preference shares, per law;
(3) The record of company’s shares and shareholders is kept by the authorized central depository, pursuant
to the provision of the law;
(4) The shares held by the shareholders will be nominative (registered), dematerialized and registered by
entry in the account;
(5) The shares are freely negotiable;
(6) Trading of shares shall be performed only on the regulated market on which they are listed.
(7) The company may repurchase its own shares, under the conditions and in compliance with the
applicable legal provisions. The shares of the Company may not be repurchased at the request of the
investors, directly or indirectly, from Company’s assets, before the beginning of the liquidation stage of the
Company.
Article 6 The General Meeting of Shareholders.
(1) The General Meeting of Shareholders is the supreme deliberation and decision-making body of the
company and operates in accordance with the legal provisions in force and of the articles of association.
(2) The general meetings are ordinary and extraordinary.
(3) The Ordinary General Meeting shall be convened at least once a year no later than four months after
the end of the financial year.
(4) The extraordinary general meeting shall be convened whenever needed.
(5) Besides debating other issues on the agenda, the Ordinary General Meeting shall:
a) discuss, approve, or amend the financial statements, based on the reports of the Board of Directors
(administrators) and the financial auditor, and set the dividend.
b) elect and revoke the administrators (members of the Board of Directors);
c) appoint or dismiss the financial auditor and set the minimum duration of the contract for the financial
audit;
d) to determine the remuneration for the current year for the administrators, as well as the general limits
of all the additional remunerations of the administrators and of the remunerations of the directors to
whom the management of the company has been delegated, according to Law no. 31/1990;
e) to decide upon the activity of the administrators;
f) to determine the income and expenditure budget and, where appropriate, the operational plan for the
succeeding financial year;
g) to decide on the pledge, lease or closing of one or several units of the company.

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH
Free translation prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the official and binding
version; for purposes of interpretation the Romanian text shall be authoritative and final

3
(6) The General Meeting of Shareholders shall empower the Board of Directors to buyback the shares of
Lion Capital S.A. at the prices set by the Board of Directors, in accordance with the applicable legal
regulations and within the limits approved by the general meeting of shareholders.
(7) The Extraordinary General Meeting convenes for:
a) the increase of the share capital, which will be carried out in compliance with the legal provisions in
force;
b) changing the company’s object of activity;
c) changing the legal form of the company and / or changing the form of administration, in accordance
with
the law;
d) moving the company's headquarters;
e) merger with other companies;
f) reduction of the share capital or its replenishment by issuing new shares;
g) early dissolution of the company;
h) conversion of shares from one category to another;
i) consolidation or division (splitting) of the nominal value of the shares;
j) prolongation of the company's duration;
k) any other amendment of the Articles of Association or any other decision for which the approval of the
extraordinary meeting is required.
(8) The Extraordinary General Meeting has delegated to the Board of Directors the exercise of its powers
to:
(a) increase the share capital;
(b) change the object of the company, except for the field and the main business of the company, which
remain within the exclusive competence of the extraordinary general meeting;
(c) the establishment, or the dissolution of branches, agencies, representative offices, places of business
or other units without legal personality, under the conditions provided by law.
(9) Convening the general meeting of shareholders shall be done considering the legal provisions in force
and the provisions of these Articles of Association;
(10) The convening notice for the general meeting is published in the Official Gazette of Romania, Part IV,
and in one of the widespread newspapers in the locality where the company's headquarters are located
or in the nearest locality, at least 30 days before the date for its holding.
(11) The Ordinary and the Extraordinary General Meeting shall be convened by the Board of Directors,
pursuant to the applicable law.
(12) The shareholders registered as at the reference date have the right to participate in the general
meeting of shareholders.
(13) Shareholders who are to benefit from dividends or other rights and who are affected by the decisions
of the general meeting of shareholders will be identified based on the list provided by the register
company as at the date set by the general meeting of shareholders.
(14) Shareholders may attend the general meeting of shareholders directly or may be represented by
other persons, shareholders or not, on the basis of a special or general empowerment, according to the
law. Shareholders may grant a general empowerment to attend and vote at the general meeting of
shareholders, granted by a shareholder, as a client, to an intermediary defined under applicable law, or to
an attorney. Shareholders may also vote by correspondence in accordance with applicable legal
regulations. The transmission of empowerments (proxies) or votes by correspondence must be carried
out so that they are registered with the company at least 48 hours before the meeting, in compliance with
the regulations, legal provisions and procedures for the organization and conduct of general meetings,
approved, and published according to the law, and the provisions of these Articles of Association, subject
to losing the right to vote.
(15) Each share entitles to one vote. The general meeting of shareholders will determine for each
resolution adopted at least the number of shares for which valid votes were cast, the proportion of the
share capital represented by those votes, the total number of valid votes cast, as well as the number of
votes cast "for" and "against" each decision and, if applicable, the number of abstentions. Completing the
ballot with the "abstain" option regarding any or even all of the items on the agenda of a general meeting

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH
Free translation prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the official and binding
version; for purposes of interpretation the Romanian text shall be authoritative and final

4
of shareholders represents a vote also expressed on the respective items on the agenda, the related
convening notice will include express mentions with regard to this matter.
(16) To validate the discussions of the ordinary general meeting it is required the presence of
shareholders representing at least one quarter of total voting rights. The decisions of the ordinary general
meeting shall be taken by the majority of the votes cast.
(17) If the requirements of validity are not met, a second call of the meeting shall take place, this meeting
having the authority to discuss the issues on the agenda regardless of the share capital represented by
the shareholders present, and decisions are to be taken by the majority.
(18) To validate the decisions of the extraordinary general meeting it is required for the first call the
presence of shareholders holding at least a quarter of the total number of voting rights, and for the
subsequent calls, the presence of shareholders representing at least one fifth of the total of voting rights.
The decisions are taken by a majority of votes held by shareholders that are present or represented. The
decision to change the main activity of the company, to reduce or increase the share capital, to change
the legal form, to merge, split or dissolve the company shall be taken by a majority of at least two thirds of
the voting rights held by the shareholders that are present or represented.
(19) The resolutions of the ordinary or extraordinary general meeting may also be adopted based on the
votes cast by correspondence and / or by another procedure for consulting the shareholders permitted by
law. The procedure for consulting the shareholders will be in accordance with applicable law, the Board
of Directors having the responsibility for organizing and the conduct of the voting methods in the general
meetings of shareholders, within the limits provided by law.
(20) Resolutions of the general meeting are taken by open vote. The secret ballot is mandatory for the
election or revocation of the Board of Directors, for the appointment of revocation of the financial auditor
and for taking the decisions regarding the liability of the members of the management (Board), executive
management and control bodies of the Company.
(21) The members of the Board of Directors may not vote on the basis of the shares they own, either
personally or through representatives, for their own discharge of liabilities or on matters concerning their
persons or their activity.
(22) The shareholder having an interest contrary to that of the company in a particular operation, will have
to refrain from deliberations on that operation.
(23) A shareholder failing to meet this provision shall be liable for damages to the company, if without
their vote the required majority would not have been met.
(24) The decisions taken by the general meeting compliant to the law and the company’s Articles of
Association are also mandatory for the shareholders who did not attend the meeting or voted against.
(25) The general meeting of shareholders shall be presided by the Chairman of the Board of Directors, and
in his absence, by the Vice-Chairman.
(26) Upon the request of Lion Capital SA, the central depository that keeps records of company’s
shareholders shall provide the necessary data and information for the organization and the conduct of the
general meeting of shareholders, pursuant to the legal and conventional provisions in force.
(27) The general meeting of shareholders elects from amongst the shareholders one to three secretaries
to verify the attendance list and the representation of shareholders, their voting right, the fulfilment of
formalities required by law and by the Articles of Association for holding the general meeting, and to draft
the minutes of the meeting, which will be recorded in register and will be signed by the chairman of the
general meeting and by the secretaries. The Chairman could appoint, of Company’s employees, one or
several technical secretaries to take part in the implementation of the operations provided for above.
Article 7 The Board of Directors.
(1) The company is administrated by board of directors (administrators) comprised of 5 members, elected
by the general meeting for a period of 4 years, with the possibility to be re-elected. In case of vacancy of
one or more administrators, the other administrators shall appoint interim administrators until the
assembly of the general meeting.
(2) The members of the Board of Directors (administrators) must have a good reputation and enough
experience to ensure the sound and prudent management of the company. The administrators have to

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH
Free translation prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the official and binding
version; for purposes of interpretation the Romanian text shall be authoritative and final

5
meet the general requirements provided by Company Law no. 31/1990 supplemented with the special ones
provided by the applicable capital market legislation and ASF regulations.
(3) The administrators will be remunerated for their activity, as approved by the general meeting of
shareholders.
(4) The administrators must conclude a professional liability insurance, under the terms provided by law;
(5) The Board of Directors elects a chairman and a vice-chairman from among its members. The Chairman
of the Board of Directors will also perform the function of CEO (chief executive officer) of the company. The
Vice-Chairman of the Board of Directors may also perform the function of Deputy General Director.
(6) The Board of Directors meets at the company’s headquarters or other venue indicated in the Convening
Notice, once a month or whenever necessary, as convened by the Chairman, or in his absence thereof, by
the Vice-Chairman.
(7) The Board of Directors may also be convened at the reasoned request of at least 2 of its members or of
the CEO (general director). In this case, the agenda is decided by the authors of the request. The Chairman
is bound to agree on such request.
(8) The convening notice for the meeting of the Board of Directors will be sent to the administrators
(members of the Board) sufficiently before the date of the meeting, the term, and the modalities of holding
the meeting being established by the working procedures approved by the Board of Directors, in
compliance with the legislation in force. The convocation will include the date, the place where the meeting
will be held, and the agenda. Decisions that are not provided for on the agenda may be taken only in cases
of urgency. The Chairman shall chair the meetings. In the absence of the Chairman, the proceedings shall
be chaired by the Vice-Chairman. For the validity of the decisions of the Board of Directors, the presence
of at least half of the number of members is required, provided by the Articles of Association.
(9) The members of the Board may also attend the meetings by means of remote communication (e.g.
conference-calls, video-conferences, Internet-conference, a.s.o.) about which an indication shall be made
in the minutes of the meeting. In exceptional cases, justified by the urgency of the situation and the interest
of the Company, the decisions of the Board of Directors, except for those concerning the annual financial
statements or the authorized capital, may be taken by the unanimous vote expressed in writing (e-mail and
fax included) of the members of the Board, without a meeting of the Board of Directors being necessary.
(10) Decisions of the Board of Directors shall be taken by a majority vote of the members present.
(11) The Board of Directors has the power to decide during the interval between general meetings regarding
the management of the company, except for the decisions that the law or the Articles of Association
indicate exclusively for the general meeting.
(12) The Board of Directors decides upon:
a) the strategy and the investment and development policy of the company;
b) submits for the approval of the general shareholders meeting, within legal term, the report on the
company's activity, its financial position and results, and the draft of company’s budget;
c) preparing the annual report, general shareholders’ meeting organization and implementing its
resolutions;
d) submits for approval to the general meeting of shareholders the adjustment of the income and
expenditure
budget, depending on the fluctuations in the economy;
e) the rules of organization and functioning of the company, policies and strategies for fund management;
f) setting the accounting policies and financial control system, as well as approving the financial planning;
g) setting the policies and procedures on significant risk management; approving risk limits and risk
tolerance;
h) measures of acquisition, disposal, exchange or warrant of assets classified as non-current assets of the
company, whose value exceeds individually or cumulatively, during a financial year, 20% of the total
noncurrent assets, less the receivables, will be concluded by the administrators or executive directors of
the company only after their prior approval of the extraordinary general meeting of shareholders in
accordance with the law;
i) the appointment and removal of executive directors as well as the establishment of their competencies;
j) the contracts with the depositary bank, the financial auditor and with the central depository, according
to the regulations in force;

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH
Free translation prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the official and binding
version; for purposes of interpretation the Romanian text shall be authoritative and final

6
k) solving any other matters decided by the general meeting of shareholders;
(13) The duties and powers of the Chairman of the Board shall be established by internal regulations.
(14) The Board of Directors delegates the management of the Company to the directors, at the same time
determining their remuneration, within the general limits approved by the General Meeting of Shareholders.
The directors of the company shall meet the minimum requirements regarding integrity, qualification and
professional experience provided by the applicable regulations and legal provisions in force. The duties and
powers of decision and signature, as well as the way of organizing the activities of the directors, are
provided in the internal regulations of the Company, approved by the Board of Directors.
(15) The Chairman-CEO or, in his/her absence, the vice-chairman, if he/she holds the position of deputy
general director or, in the absence of the latter, the other directors to whom management has been
delegated, represent(s) the company in relations with third parties, within the limits of the duties and
powers provided by the internal regulations of the Company and the powers of decision and signature,
approved by the Board of Directors.
(16) The members of the Board of Directors are entitled to recover the costs incurred in exercising their
mandate.
(17) The General Meeting of Shareholders shall annually determine the amount of remuneration to be paid
to the administrators.
(18) The revocation of the Board of Directors will be possible only on duly justified reasons, by the ordinary
general meeting of shareholders.
(19) The Board of Directors has the responsibility to ensure the establishment and implementation of
corporate governance principles regarding, but not limited to:
a) the strategic management of the company and fulfilling the set objectives;
b) formulation of company’s business plan and evaluation of the financial position thereof;
c) ensuring that an appropriate framework to verify the information submitted to the regulatory and
supervisory entity, upon their request, concerning specific actions undertaken by the company and the
verification of the manner the specific law is applied concerning the submitting the reports to regulatory
and supervisory entity;
d) the adequacy, efficiency and update of risk management system;
e) the adequacy, efficiency, and update of the internal control-compliance system, so as to ensure its
independence from the operational and support organizational structures within the company, which it
controls and monitors;
f) compliance with the requirements concerning outsourcing / delegating operational activities or
functions;
g) establishing and reviewing the remuneration policy so as to ensure that all commitments relating to
remuneration are correctly and responsibly structured and that the remuneration policy allows and
promotes an effective risk management without leading to risk-taking exceeding the company's risk
tolerance;
h) establishing the communication strategy with stakeholders, complying with the legal requirements;
i) establishing relevant criteria for monitoring the results of the executive management and the company
as a whole, and to annually evaluate the application of the criteria;
j) approval of company’s risk appetite and risk tolerance limits, and the procedure for identifying,
assessing, monitoring, managing and reporting the significant risks the company is or might be exposed to;
k) ensuring the preparation and implementing of clear action plans ensuring business continuity and for
emergency situations and their bi-annual evaluation in order to eliminate risks or mitigate them;
l) ensuring the development of ethical and professional standards to ensure a professional and responsible
behaviour in the company in order to prevent the occurrence of conflicts of interest.
Article 8 Financial audit and internal audit.
(1) The financial year of the company shall begin on the date of January 1, and end on December 31 of
each year.
(2) The annual financial statements, the annual report of the Board of Directors, and the proposal on the
distribution of profit shall be made available to shareholders at least 30 days before the date of the
general meeting of shareholders.

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH
Free translation prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the official and binding
version; for purposes of interpretation the Romanian text shall be authoritative and final

7
(3) The net profit will be distributed according to the approval of the ordinary general meeting of
shareholders and the legal provisions in force;
(4) The company constitutes legal reserves and other reserves, in accordance with the law.
(5) Dividends shall be distributed to shareholders in proportion to the number of shares held.
(6) The payment of dividends due to shareholders is made by the company, in accordance with the law.
(7) If a loss of net assets is found, the general meeting of shareholders will analyse the causes and decide
accordingly, as per law.
(8) The financial statements of the company are audited by a financial auditor in accordance with the
applicable legal provisions.
(9) The financial auditor will be appointed by the general meeting of shareholders, which will set the term
of office. The activity of the financial auditor will be carried out in accordance with the legal provisions in
force, based on a service contract that will be approved by the Board of Directors;
(10) The company will organize its internal audit in accordance with the legal provisions in force.
Article 9 Company’s personnel.
(1) The company´s organization and the establishment plan with the payroll limits are approved by the
Board of Directors.
(2) The members of the personnel are employed by the CEO (General Director).
Article 10 Borrowings.
The company may temporarily borrow funds, in compliance with the regulations in force.
Article 11 Investments of the company .
(1) The company may acquire and hold investments only in the assets and under the conditions allowed by
the regulations in force.
(2) The investment policy is established by the company, in compliance with the prudential rules provided
by the applicable regulations and legal provisions. The investment policy is established in accordance with
the legal provisions applicable to alternative investment funds addressed to retail investors, with a
diversified investment policy. The rules of AIF detail the investment policy and include the types of
investments allowed according to the legal provisions.
Article 12 Reports.
The company shall publish reports and statements set by the regulations in force and comply with all
reporting requirements established by law, regulations of the supervisory authority and of the regulated
market on which the shares issued by the company are traded.
Article 13 Transparency.
(1) The company shall provide all necessary facilities and information to enable shareholders to exercise
their legal and statutory rights pursuant to the applicable legal provisions.
(2) The Company shall provide equal treatment for all the shareholders who hold shares of the same class.
Article 14 Incompatibilities
(1) The persons elected in the Board of Directors shall meet the requirements laid down in Law 31/1990
republished and the capital market legislation and shall not be members of the board of directors /
supervisory board or managers / members of the executive board of another AIFM/investment
management company/investment company or of Lion Capital S.A. depositary bank, shall not be members
of the board of directors/supervisory board of the SSIF with which […] S.A. concluded a financial
intermediation contract and shall not be employed or have any kind of contractual relationship with
another SAI or an investment company, except for other entities belonging to the same group.
(2) The persons appointed as directors (managers) and the persons replacing them in office shall not be
members of the board of directors / supervisory board or managers / members of the executive board of
other AIFM or of credit institutions acting as depositary for Lion Capital SA, not to be members of the board
of directors / supervisory board, managers or members of the executive board of the investment firm (SSIF)
with which Lion Capital SA concluded a financial intermediation contract and not to be employed or have
any kind of contractual relationship with another AIFM, except for other entities belonging to the same
group.

Graphics






LION CAPITAL S.A.
CUI • CIF RO2761040
RC J02/1898/1992
SUBSCRIBED AND PAID-UP CAPITAL
RON 50,751,005.60
ADDRESS
35A CALEA VICTORIEI, ARAD 310158, ROMANIA
TEL +40257 304 438 • FAX +40257 250 165
EMAIL OFFICE@LION-CAPITAL.RO
INTERNET WWW.LION-CAPITAL.RO
NUMBER IN ASF AFIAA REGISTER
PJR07.1AFIAA / 020007 / 09.03.2018
NUMBER IN ASF FIAIR REGISTER
PJR09FIAIR / 020004 / 01.07.2021
LEGAL IDENTITY IDENTIFIER (LEI CODE)
254900GAQ2XT8DPA7274

BANK ACCOUNT
RO77 BTRL 0020 1202 1700 56XX
BANCA TRANSILVANIA ARAD BRANCH
Free translation prepared for the convenience of English-speaking readers, as translation of the original document issued in Romanian, which is the official and binding
version; for purposes of interpretation the Romanian text shall be authoritative and final

8
Article 15 Net asset of the company. Net asset value will be monthly calculated, certified, and published
in compliance with the applicable regulations in force. The evaluation of the assets under company’s
management for the calculation of the net asset value will be performed in compliance with the legal
regulations in force.
Article 16 Depositary of assets.
(1). The company will conclude a depository contract with a depositary (bank) authorized and supervised
by the competent authority, in accordance with applicable law. The activities that the depositary will carry
out will be provided in the contract concluded between the Company and the depositary (bank).
(2) The depositary may be replaced, in accordance with the provisions of the contract concluded between
the Company and the depositary and in accordance with the regulations in force, ensuring the protection
of investors in this situation.
Article 17 Dissolution and liquidation of the company.
(1) The dissolution of the company will take place in the cases expressly provided by law. In case of
dissolution, the company will be liquidated.
(2) The liquidation will take place on the date of the termination of the company's existence. The Company's
shares may not be redeemed at the request of investors, directly or indirectly, from the Company's assets,
before the start of the liquidation phase of the Company.
(3) The liquidation complies with the procedure provided by law. After its completion, the liquidators will
request the deregistration of the company from the Trade Register.
Article 18 Litigations.
Litigations of the company with natural or legal persons fall within the jurisdiction of the courts in Romania.
They may be settled by arbitration.
Article 19 Matters not covered.
(1) Matters not regulated in this Articles of Association, which concern the operation of the company,
merger, division, association with other companies, dissolution, and liquidation, are subject to the
provisions of company law, as well as special regulations on alternative investment funds and alternative
investment fund managers.
(2) Whenever the terms “law”, “legal provisions”, “legal regulations” are used in this Articles of Association,
references shall be made to all regulations issued by the regulatory authority as well as to special or
general legal provisions on the organization and operation of the company.
(3) Any subsequent normative acts that remove or restrict the limitations expressly provided for at present
for self-managed alternative investment funds or for alternative investment funds managers, the clauses
of this Articles of Association will be considered modified by the effect of the law.
Article 20 Amendment of the Articles of Association.
(1) The amendment of the articles of association will be made under the procedure provided by the
regulations in force and under the conditions of the Articles of Association.
(2) The Chairman of the Board of Directors is mandated to take the necessary legal steps to sign the
updated Articles of Association and request registration with the Trade Register Office.

These Articles of Association have been rewritten today October 31, 2024, in 5 (five) original copies (in
Romanian).

Chairman of the Board of Directors of Lion Capital SA
Drăgoi Bogdan-Alexandru

*These Articles of Association were rewritten on October 31, 2024, and include the amendments made by the
Extraordinary General Meeting of Shareholders of Lion Capital S.A. Resolution no. 6/31.10.2024, amendments that, as
of the date of this report, are in the process of being authorized by the Financial Supervisory Authority, and will become
applicable only after their authorization.