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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, then Romanian language shall prevail.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
1
CONTENTS
MAIN FINANCIAL AND OPERATIONAL INFORMATION
2
GENERAL INFORMATION
3
1. ANAL
YSIS
OF
LION CAPITAL
ACTIVITY
4
Economic Environment
4
Analysis of the Portfolio
Under Management
8
Net Asset Value (NAV) Evolution
8
Portfolio Structure
1
1
Stock Portfolio Management
1
4
Risk Management
2
4
Human Resources
30
Tangible Assets of the Company
32
Litigations
32
Outlook for 202
6
33
2.
THE SHARES ISSUED BY
LION CAPITAL
35
3.
CORPORATE GOVERNANCE
39
4.
FINANCIAL ANALYSIS
59
Separate
Statement of
Financial Position
5
9
Separate
Statement of the Separate Profit and Loss and Other Comprehensive Income
61
Separate Cash Flow Statement
62
5.
OTHER SIGNIFICANT INFORMATION
64
6.
SUBSEQUENT
EVENTS
70
7.
PROPOSALS OF THE BOARD OF DIRECTORS
72
AN
N
EXE
S
ANNEX 1
Separate Financial Statements as of December 31, 2025, 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, 2025, 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 2025
ANNEX 7 Amendments to the Articles of Association in 2025

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
2
MAIN FINANCIAL
AND OPERATIONAL INFORMATION
FINANCIAL POSITION
[RONm]
2022
2023
202
4
202
5
Total Assets, of which
3,405.26
4,305.79
4,841.50
6
,
038
.
05
Total Financial Assets
3,374.95
4,286.62
4,788.15
6
,
020.31
Equity
3,242.85
4,100.37
4,593.62
5
,
699
.
12
Total Liabilities
162.41
205.41
247.88
338
.
93
FINANCIAL PERFORMANCE
[RONm]
2022
2023
202
4
202
5
Income
174.92
166.28
229.64
264
.
55
Gain on Investment
(47.40)
296.85
(20.67)
268
.
91
Expenses
24.39
27.53
32.73
33
.
56
Gross Profit
103.12
435.58
176.24
498
.
72
Net Profit for the Year
95.47
417.26
161.73
470
.
88
FINANCIAL INDICATORS
[%]
2022
2023
202
4
202
5
ROE (Net Profit / Equity)
2.94
10.18
3.52
8
.
26
ROA (Net Profit / Total Assets)
2.80
9.69
3.34
7
.
80
Gross Profit Margin (Gross Profit / Total Income)
27.43
77.58
39.90
188
.
51
STOCK AND NET ASET PERFORMANCE
2022
2023
202
4
202
5
Stock Price (year end, in RON)
2.4300
2.5900
2.8500
4.0000
Net Asset Value* / Share (RON)
6.3817
8.0847
9.0838
11.2813
PER**
12.9
3.15
8.93
4.3
Dividend / Share (RON)
-
-
-
***
Accounting Net Asset / Share (RON)
6.3897
8.0952
9.0959
11.23
Nominal Value of Share (RON
0.1
0.1
0.1
0.1
Number of Issued Shares
507.510.056
507.510.056
507.510.056
507.510.056
Number of Outstanding Shares
507.510.056
506.520.056
505.020.056
506.410.056
* calculated acc. to ASF regulations
** calculated using EPS for the average number of shares in the respective year
*** as per the decision of GMS convened for April 2026
OPERATIONAL DATA
2022
2023
2024
202
5
Number of Employees, year end
32
32
3
0
3
3
Number of Branch Offices
1
1
1
1
SHAREHOLDING STRUCTURE
a
s of
December
31
,
202
5
Number of shareholders
stake
Romanian Individuals
5
,
73
0
,
170
39
.
59
%
Non
-
Resident Individuals
2
,
1
73
1
.
9
0
%
Romanian Legal Entities
10
1
4
9
.
36
%
Lion Capital (
treasury shares
)
1
0
.
22
%
Non
-
Resident Legal Entities
1
2
8
.
93
%
TOTAL
5
,
73
2
,
457
100%

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
3
GENERAL INFORMATION
COMPANY NAME
Lion Capital S.A. (hereinafter referred to as “Lion Capital”, “The Fund” or “the Company”)
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; 506,410,056 outstanding as of December 31, 2025
▪ RON 0.10 per share nominal value
REGISTRATIONS
▪
Number in Trade Register
J1992001898023
▪ 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
The main activity of Lion Capital, according to NACE (National Classification of Economic
Activities) is financial intermediation, except for insurance and pension funds activities
(NACE code 64).
The main business activity is Other financial Intermediation n.e.c.,
except for insurance and pension funds activities, NACE code 6499, as follows:
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, such as:
(i) entity administration: legal and accounting services for the company, investor information
requests, asset valuation, tax reclaim, regulatory compliance monitoring, keeping the register of
participation securities holders, income distribution, issuance and redemption of participation
securities, settlement of transactions, including certificate issuance, and record-keeping;
(ii) distribution;
(iii) activities related to AIF assets: services necessary for fulfilling the duties of AIFM management,
infrastructure management, real estate asset management, advisory services related to capital
structure, industrial strategy and related matters, consultancy and services for mergers and
acquisitions of entities, as well as other services related to the management of AIFs and of
companies and other assets in which the AIF has invested.
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 2025
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1. ANALYSIS OF LION CAPITAL ACTIVITY
Economic Environment
Global economic landscape
The year 2025 was shaped by a series of major geopolitical developments. In the United States, the re-
election of Republican Donald Trump as President for a second term, through the political program MAGA
and “America First”, brought about a series of protectionist measures that reshaped economic, political,
trade, and security relations, with effects across the entire world. While the global economy continued its
recovery, it remained exposed to structural challenges stemming from heightened economic uncertainty,
driven by ongoing policy recalibrations within the context of the trade war, persistent inflationary
pressures, and monetary policy decisions adopted by central banks.
Globally, inflation maintained a downward trajectory, while financial markets experienced pronounced
volatility, albeit with an overall positive annual trend. Major equity indices broadly advanced at 2025-year
end, with some reaching record highs, supported mainly by robust growth in the artificial intelligence
sector, alongside rising concerns over a possible correction following signs of AI-related market
overheating.
Persistent geopolitical tensions, alongside the ongoing war in Ukraine, the fragile ceasefire in the Gaza
Strip, escalating tensions between Israel and Iran, U.S. intervention in Venezuela, the United States’ stated
intentions regarding Greenland, and internal divergences within the North Atlantic Alliance, continued to
fuel uncertainty across global economies. These dynamics translated into a slower-than-expected
recovery in consumption and increased price volatility toward the end of the year.
Against this highly challenging backdrop, quotation of precious metals posted significant appreciation,
alongside major defence contractors such as Lockheed Martin, General Dynamics, and Rheinmetall, while
the U.S. dollar depreciated. Gold prices rose by more than 65% during 2025, while international silver
prices increased by over 130%. Globally, the pace of recovery remained uneven across regions, with
certain advanced economies reporting moderate growth, while emerging markets continued to face
structural instability.
According to International Monetary Fund forecasts, global economic growth is projected at 3.3% for both
2025 and 2026, below the historical average of 3.7% recorded during the 2000–2019 period. Global
inflation is expected to decline to 4.1% in 2025 and further to 3.8% in 2026, gradually converging toward
long-term inflation targets, albeit at a slower pace. Growth expectations remain subject to elevated
uncertainty due to the polarized policy stance of the Trump administration, given the high frequency of
policy shifts in the United States and their material economic impact.
It is clear that a mismanagement of the trade war by any of the involved parties could adversely affect
global trade, either by slowing economic growth through abrupt price increases that constrain
consumption, or by triggering a resurgence of inflationary pressures. In retrospect, the year was
characterized by modest economic growth, an inflationary trend aligned toward long-term targets,
declining interest rates, satisfactory profitability levels, and positive returns across most asset classes.
European Economic Environment
The European economy faces challenges broadly similar to those observed at the global level, albeit
shaped by distinct regional specificities. Within the Euro Area, inflation is expected to continue its
deceleration and to converge toward the medium-term inflation target over the course of 2026, according
to the European Commission. The Commission projects inflation to decline from 2.5% in 2025 to 2.1% in
2026, before edging up slightly to 2.2% in 2027.
Economic growth across the European Union remains modest and fragile. Real GDP growth is estimated
at 1.4% in 2026, broadly in line with the 2025 level, with a moderate acceleration to approximately 1.5%
projected for 2027. The composition of growth remains structurally less balanced, with a significant share
driven by infrastructure-related spending and increased defence expenditures rather than by broad-based
private-sector expansion.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
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The European Central Bank continues to pursue a restrictive monetary policy stance aimed at containing
inflationary pressures, adjusting its key policy rates cautiously throughout 2025. At the same time, Member
States have implemented fiscal measures to support economic activity; however, the scope and
effectiveness of these measures vary significantly across jurisdictions. Elevated energy prices,
exacerbated by ongoing geopolitical uncertainties, including the repercussions of the war in Ukraine,
continue to weigh on production costs and household purchasing power. Among the most adversely
affected sectors has been the European automotive industry.
Looking ahead to 2026, EU exports are expected to slow amid elevated global tariff levels. A recovery in
goods exports is anticipated in 2027, supported by the European Union’s relative tariff advantage in the US
market compared to other major trading partners.
The new trade environment resulting from US tariff measures introduced from 2025 onward has prompted
the European Union to diversify its external trade relationships and to accelerate the conclusion of
strategic trade agreements in order to safeguard economic resilience. A trade agreement with India has
recently been finalized, while negotiations are ongoing with Australia, Indonesia, Thailand, and Malaysia
to establish or deepen commercial partnerships.
While major economies such as Germany and France recorded subdued growth, countries including
Poland and Spain emerged as new engines of expansion within the European Union, posting significantly
stronger economic momentum. European equity markets delivered positive returns, with the benchmark
STOXX Europe 50 index rising by approximately 11% in 2025. The unpredictability of US economic and trade
policies, combined with relatively attractive valuations among European issuers, particularly in the
financial, energy, and healthcare sectors, has led American investment funds to increasingly redirect
capital toward European financial markets.
In this context, a potential inflow of capital could support economic development through increased
project financing, particularly in the areas of renewable energy and AI-related technological innovation,
such as data centres and IT infrastructure. These investments have the potential to generate higher value-
added activity and enhance long-term competitiveness.
Overall, the European economic environment remains vulnerable to external shocks and to the cumulative
effects of restrictive monetary policies. Risks for 2026 include potential liquidity constraints and
macroeconomic imbalances, materially higher security-related expenditures, reflected in rising defence
spending as a share of GDP, as well as the continued fiscal burden associated with EU financial support
for the completion of the war in Ukraine.
Domestic Economic Environment
2025 was characterized by a series of economic adjustments and structural shifts, set against a backdrop
of challenging domestic and external conditions, compounded by a highly fragmented and fragile
governing coalition.
The Romanian economy recorded growth below expectations and historical averages, expanding by only
0.6% vs. 0.9% in 2024. Notably, with two consecutive quarters of contraction, Romania now entered a
technical recession. The Government of Romania, through Prime Minister Ilie Bolojan, stated that austerity
measures were necessary to transition the economy from a deficit - and consumption-driven model
toward one oriented around investment, productivity, exports, and fiscal discipline.
Reports from the National Bank of Romania (BNR) and the National Institute of Statistics (INS) indicate that
inflationary pressures exceeded forecasts in 2025, fuelled by both external and domestic factors, including
rising energy and commodity prices, increased VAT and other taxes, and higher service costs. Romania
maintained its position as the EU country with the highest average annual inflation in 2025, at 7.3% vs.
5.6% in 2024, ahead of countries such as Estonia and Slovakia. Inflation risks remain, with potential for
renewed acceleration. High inflation weighed heavily on consumption indicators. While the Bolojan
government’s austerity measures are expected to rebalance indebtedness by narrowing the twin deficits,
they also generated temporary imbalances in domestic demand.
Household consumption experienced one of the sharpest declines in recent years. Retail sales fell by 2%
year-on-year, and consumer confidence dropped to its lowest level since 2011. This decline reflected
weakened purchasing power and negative external shocks, such as the slowdown in the European
automotive industry and geopolitical tensions, that continued to erode the economic climate.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
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The labour market mirrored these trends. The average unemployment rate rose to 6% in 2025 vs. 5.5% in
2024, with youth unemployment (ages 15–24) reaching a critical level above 26%. Real wage growth failed
to keep pace with rising prices, translating into lower household spending and a dampening of the
economy’s primary engine: consumption.
Monetary policy and fiscal measures helped stabilize the situation, but risks persisted. BNR data show
notable inflation fluctuations throughout the year: early 2025 saw moderate price increases, while
subsequent structural reforms triggered accelerated inflation toward year-end, largely reflecting the
secondary effects of economic and structural adjustment measures. Interest rates remained elevated due
to domestic economic conditions and persistent twin deficits. Romania continues to contend with
substantial budgetary and current account deficits, sustaining high pressure on public finances and a
sizable public debt.
The budget deficit closed at 7.65% of GDP (approximately RON 146 billion), lower than in 2024 but above
the initial target of 7%.
The monetary policy interest rate remained unchanged throughout 2025, standing at 6.5%, based on the
decision of the National Bank of Romania of August 8, 2024. The deposit facility and lending facility rates
held steady at 5.5%. The national currency remained one of the most stable in the CEE region, though
exhibiting short-term depreciation tendencies and mild long-term weakening. The annual average
EUR/RON exchange rate for 2025 was 5.0415, compared with 4.9746 in 2024 and 4.9465 in 2023, according
to BNR data.
According to the National Trade Register Office, the number of Romanian companies and individuals in
insolvency rose by 3.84% year-on-year, totalling 7,553 cases in 2025.
Political turbulence and domestic fiscal challenges maintained a negative economic outlook. All three
major rating agencies, Moody’s, Fitch, and Standard & Poor’s, retained Romania’s ratings at Baa3, BBB-,
and BBB-/A3, respectively, with negative outlooks, while recommending fiscal rebalancing or potential IMF
support if required. With a fragile pro-European coalition of four parties, the government implemented
budgetary and fiscal consolidation reforms, though political stability remains precarious, and pressures
are expected to persist, especially when introducing non-populist measures.
Romanian Capital Market in 2025
The local capital market operated in a highly volatile environment, influenced by domestic and global
factors. The complex geopolitical backdrop, including two ongoing wars and an announced trade conflict,
created general uncertainty and reduced predictability. Yet, investor sentiment proved resilient, supported
by hopes of economic recovery and potential monetary policy easing, which underpinned equity price
appreciation. Most major global indices ended the year with positive returns, with some sectors, notably
AI, experiencing corrections alongside growth.
On the Bucharest Stock Exchange (BVB), market indices rose and trading volumes increased. Total traded
value grew from EUR 7.2 billion in 2024 to EUR 8.6 billion in 2025. Active investor accounts expanded by
24%, from 226,000 to 280,000, reflecting rising engagement of retail investors on the local capital market.
By comparison, in 2020 there were around 66,000 active accounts, signalling a positive medium-and long-
term trend.
The total market capitalization of listed companies surged by over 45% to RON 523 billion. Rising
valuations contributed to a slight compression of returns: the P/E ratio increased to 12.69 from 8.47, P/BV
rose to 1.73 from 1.35, while average dividend yields declined from 7.38% to 2.91%.
The Central Counterparty project is still in the technical authorization phase. While timelines have shifted,
the introduction of derivatives is expected to materially enhance market liquidity over the medium and long
term.
Listings continued in 2025 on the Bucharest Stock Exchange, although some companies postponed initial
public offerings to early 2026. Notable new entrants included Cris-Tim Family Holding (CFH), EM Group
(EM), Green Tech International (GREEN), and IT Genetics (ITG).
Looking ahead, prospects for IPOs remain positive across private and state-owned enterprises. Under
Romania’s National Recovery and Resilience Plan (PNRR), at least three state-controlled companies are
slated for listing by 2026, particularly in energy and transportation sectors. The focus is on minority stakes
to maintain state majority ownership. Targeted listings include Bucharest Airports, Salrom, and additional

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
7
blocks in already-listed energy companies (Hidroelectrica, Romgaz), as well as CEC Bank, Poșta Română,
Romsilva, Complexul Energetic Oltenia, and Romarm.
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

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
8
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, 2025, Lion Capital’s net asset value (VAN) amounted to RON 5,712,969,499
1
, up
24.53% vs. the value recorded for 2024-year end, viz. RON 4,587,479,210. Net asset value per share
(NAV/S) was of RON 11.2813 as of December 31, 2025 (31.12.2024: RON 9.0838 / share).
The calculation of NAV and NAV/S is performed monthly by Lion Capital, and 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 31.12.2025 was recalculated as follows: portfolio items (shares) measured on the basis of valuation reports -
recorded at values updated as of 31.12.2025; 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 2026. Statement of assets and liabilities of Lion
Capital as of December 31, 2025, 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.
4,587
4,568
4,619
4,600
4,599
4,719
4,933
5,057
5,119
5,173
5,220
5,399
5,713
Dec.'24 Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.'25
3,000
3,400
3,800
4,200
4,600
5,000
5,400
5,800
RON milion (RONm)
MONTHLY NET ASSET VALUES DECEMBER 2024 - DECEMBER 2025

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
9
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 –
2025; 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 2025, 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, 2025, prepared as per the
provisions of annex 10 to Regulation no. 7/2020 is presented as annex to this report.
Throughout 2025, 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
5,713
715 926 1,014
1,440
1,056
1,413
1,134
1,309
1,233
1,314
1,446
2,030
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
400
900
1,400
1,900
2,400
2,900
3,400
3,900
4,400
4,900
5,400
5,900
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 2025
10
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) Lion Capital maintained in 2025 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 2025 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 2025, 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. 2024 - Jan. 2025), and in February 2025, 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

Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
11
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 2024
Total volume
1
227,530
4,543
no. of trading days
1
132
29
% trade volume in 2024 of:
Share capital
0.00002
0.70788
0.04782
LION stake
0.00002
0.71506
0.04954
Trades <12 months
Total volume
1
172,606
4,433
no. of trading days
1
127
29
% trade volume in <12 months of:
Share capital
0.00002
0.53700
0.04666
LION stake
0.00002
0.54243
0.04834
Trades in February 2025
Total volume
1
2,726
3
no. of trading days
1
4
1
% trade volume in February 2025 of:
Share capital
0.00002
0.00848
0.00003
LION stake
0.00002
0.00857
0.00003
Portfolio Structure
Lion Capital’s investment operations were conducted throughout 2025 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 2025.
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.
As of December 31, 2025, two companies in the portfolio were in bankruptcy/insolvency/dissolution
proceedings. These companies are reflected in the calculated value of the portfolio at zero.
The detailed statement of Lion Capital’s investments as of December 31, 2025, 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 2025
12
--
As of December 31, 2025, the value Lion Capital’s stock portfolio reached RON 4,918.73m (2024:
RON 3,792.46m) having a weigh of 81.28% in the total assets under management.
Stock Portfolio Structure
Reported in relation to the market value of the portfolio, a significant weight in the portfolio structure at the
end of 2025 is still held by the financial-banking sector (57.21%), which includes banks, AIF, and AIFM, as
well as other companies in the financial sector, the commerce - real estate sector (19.31%), and the energy
sector (7.82%).
The financial and banking sector continues to represent the largest component of the portfolio under
management. During 2025, the value of holdings in this sector, determined in accordance with the ASF
regulations, increased, 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 2025. Detailed
information is provided in the Risk Management subchapter.
67%
11%
7%
0.03%
13%
2%
69%
12%
3%
1%
1%
12%
2%
ASSETS UNDER MANAGEMENT as of December 31, 2025
breakdown on classes (weight on total assets)
total
assets
under management
RON 6,052m
■
liste
d shares
worth RON 4,164.40m
(31.12.2024: RON 3,247.38m)
■ unlisted shares
worth RON 754.32m
(31.12.2024: RON 545.08m)
■ unlisted fund units
worth RON 177.07m
(31.12.2024: RON 316.97m)
■ corporate bonds
worth RON 84.73m
(31.12.2024: RON 1.26m)
■ govt. securities
worth RON 63.47m
(31.12.2024: 0)
■ bank deposits + cash available
worth RON 711.32m
(31.12.2024: RON 612.92m)
■ receivables and other assets
worth RON 96.56m
(31.12.2024: RON 111.76m)
Note: values calculated as of December 31, 2025 (the outer ring), and
December 31, 2024 (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 2025
13
--
-
52%
19%
8%
7%
5%
3%
6%
57%
19%
8%
6%
3%
2%
5%
STOCK PORTFOLIO
breakdown by sector
stock portfolio
RON
4,919m
46%
12%
9%
33%
16%
46%
8%
30%
STOCK PORTFOLIO
breakdown by stake held
33 companies
RON 4,919m
■
financia
l
-
ban
king
stakes in 10 companies, worth RON 2,814.19m
(31.12.2024: 9 companies, worth RON 1,966.76m)
■ commerce – real estate
stakes in 5 companies, worth RON 949.98m
(31.12.2024: 5 companies, worth RON 726.17m)
■ energy - utilities
stakes in 3 companies, worth RON 384.81mn
(31.12.2024: 3 companies, worth RON 321.63mn)
■ pharmaceuticals
stake in 1 company, worth RON 293.29m
(31.12.2024: 1 company, worth RON 258.54m)
■ cardboard and paper
stakes in 1 company, worth RON 147.29m
(31.12.2024: 1 company, worth 180.28m)
■ hospitality (hotels and restaurants)
stakes in 2 companies, worth RON 99.48m
(31.12.2024: 2 companies, worth RON 98.67m)
■ other industries and activities
stakes in 11 companies, worth RON 229.69m
(31.12.2024: 15 companies, worth RON 240.42m)
Note: percentages in the chart represent the stake of the category in the stock portfolio;
values calculated as of December 31, 2025 (the outer ring), and December 31, 2024
(the inner ring), as per ASF Regulations no. 9/2014, no. 10/2015, and no. 7/2020
■
up to 5%
stakes in 12 companies
worth RON 807.14m (31.12.2024: 13 companies, RON 1,733.47m)
■ 5-33%
stakes in 8 companies
worth RON 2,273.89m (31.12.2024: 10 companies, RON 458.85m)
■ 33-50%
stakes in 2 companies
worth 376.38 mRON (31.12.2024: 2 companies, RON 335.59 mRON)
■ over 50%
majority stakes in 11 companies
worth RON 1,461.32 mRON (31.12.2024: 11 companies, RON 1,264.55 mRON)
Note: percentages in the chart represent the stake of the category in the stock portfolio;
values calculated as of December 31, 2025 (the outer ring), and December 31, 2024
(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 2025
14
Stock Portfolio Management
At the end of 2025, Lion Capital held majority stakes - over 50% of the share capital of the issuer - in 11
companies (2024: 11) with a combined value of RON 1,461.32m, representing 27.58% of NAV (Net Asset
Value).
Lion Capital's leadership continued throughout 2025 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 2025, the Company collected dividend income amounting to
RON 197.61m.
TOP 10 COMPANIES IN LION CAPITAL PORTFOLIO
as of December 31, 202
5
Company (market symbol) Sector Stake held Value* [RON]
% of NAV
1. Banca Transilvania
(TLV)
financial
-
banking
5
.
24%
1
,
726
,
885
,
860
30
.
23%
2. SIF Imobiliare Plc
(SIFI)
real estate
99
.
99%
488
,
836
,
163
8
.
56%
3. BRD Groupe Société Générale
(BRD)
financial
-
banking
1
.
95%
366
,
256
,
869
6
.
41%
4. OMV Petrom
(SNP)
energy
–
utilities
0
.
57
353
,
305
,
800
6
.
18%
5. SIF1 IMGB
real estate
99
.
99%
332
,
505
,
762
5
.
82%
6. Biofarm
(BIO)
pharmaceuticals
36
.
75%
293
,
298
,
235
5
.
13%
7. Longshield Investment Group
(LONG)
financial (AIF)
18
.
81%
265
,
854
,
157
4
.
65%
8. Infinity Capital Investments
(INFINITY)
financial (AIF)
16
.
10%
256
,
132
,
500
4
.
48%
9. Vrancart
(VNC)
cardboard and paper
76
.
33%
147
,
290
,
468
2
.
58%
10. SAI Muntenia Invest
financial (AIFM)
99
.
98%
132
,
305
,
658
2
.
32%
TOTAL
4
,
362
,
671
,
473
76.36%
* 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-long
term.
86%
14%
85%
15%
STOCK PORTFOLIO
breakdown on liquidity
3
3
companies
RON 4,919m
■
listed companies
RON 4,164.40m (31.12.2024: RON 3,247.38m) value of shareholdings in 21 companies
(31.12.2024: 23)
■
unlisted companies
RON 754.33m (31.12.2024: RON 545.08m) value of shareholdings in 12 companies
(31.12.2024: 13)
Note: percentages in the chart represent the stake of the category in the stock portfolio; values
calculated as of December 31, 2025 (the outer ring), and December 31, 2024 (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 2025
15
Information on the largest shareholdings in the stock portfolio
1. BANCA TRANSILVANIA
Consolidated Results
[
RON
m
]
202
4
202
5
*
Δ
Net Interest Income
6
,
907
.
76
8
,
065
.
55
16
.
76%
Net Fee and Commission Income
1
,
487
.
83
1
,
622
.
93
9
.
08%
Net Trading Income
938
.
29
1
,
227
.
45
30
.
82%
Operating Income
10
,
061
.
40
11
,
660
.
55
15
.
89%
Operating Expenses
4
,
859
.
39
5
,
440
.
66
11
.
96%
Gross Result
5
,
442
.
37
5
,
509
.
62
1
.
24%
Net Profit
4
,
730
.
52
4
,
660
.
72
-
1
.
48%
*preliminary results
As of December 31, 2025, the total assets of BT Financial Group reached RON 224.4bn, up 8.4% year-on-
year. Loans increased to RON 106.7bn (+11% YoY), while customer deposits rose to RON 175bn (+4% YoY).
The Group’s consolidated net profit as of December 31, 202,5 amounted to RON 4,660.7m, of which
RON 4,095.3m was generated by the Bank.
In 2025, the Group completed the mergers with OTP Bank Romania and Victoriabank (BCR Chișinău), and
finalized the acquisitions of BRD Pensii (mandatory and voluntary pension pillars II and III) and Microinvest
in the Republic of Moldova.
The number of active customers continued to grow, surpassing five million. Operational efficiency, as
reflected by the cost-to-income ratio, remained at 44.4%, but excluding the impact of the turnover tax, the
ratio would have stood at 39.4%. The Bank’s gross loan portfolio increased by 22.6% YoY, driven primarily
by the retail segment, while the non-performing exposure (NPE) ratio rose to 2.4%. Return on equity (ROE)
reached 25%.
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 5.24% stake in
Banca Transilvania as of December 31, 2025.
2. SIF IMOBILIARE PLC
Consolidated Results
[EURm]
2021
2022
2023
2024
Total
Revenues
9.2
11.5
13.8
18
.
0
Gross Profit
6.2
7.9
10.7
14
.
7
Net Profit
5.8
6.1
8.8
13
.
9
* data published by the company on BVB
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.
For the first half of 2025, the company reported separate total revenues of EUR1.9m and a net profit of
EUR 0.3m.
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.
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.

Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
16
3. BRD - GROUPE SOCIÉTÉ GÉNÉRALE
Consolidated Results
[
RON
m]
202
4
202
4*
Δ
Net Interest Income
2
,
911
.
6
3
,
104
.
7
6
.
6
%
Net Fee and Commission Income
808
.
8
890
10%
Net Trading Income
245
.
3
-
40
.
4
Net Banking Income
4
,
032
4
,
349
.
6
7
.
9%
Operating Expenses
2
,
023
.
3
2
,
223
.
2
9
.
9%
Gross Result
1
,
863
.
4
1
,
901
.
3
2%
Net Profit
1
,
523
.
8
1
,
545
.
7
1.4%
* preliminary results
For 2025, the preliminary financial results reported to the Bucharest Stock Exchange (BVB) indicate a
mixed performance for BRD Group: while net revenues increased by 7.9%, profitability remained broadly
flat compared with the previous year. The data published on the BVB show that, although banking activity
volumes expanded, the rise in operating expenses and the turnover tax exerted downward pressure on net
profit. Revenue growth was supported by positive developments in key segments, notably large corporates
and retail customers.
The Group’s operating expenses increased by 10% YoY, mainly driven by higher non-staff costs. In addition,
BRD recorded a net cost of risk of RON 225m, compared with RON 145m in 2024.
From a commercial perspective, BRD delivered solid performance, with net loans (including leasing
receivables) up 12.9% versus year-end 2024. Corporate lending was the main growth driver (+16.7% YoY),
supported by strong momentum in the large corporate segment (+23.9% YoY). Meanwhile, the net retail
loan book increased by 10% YoY, driven by robust demand for housing loans, which amounted to
RON 5.7bn in 2025 (+29.1% YoY).
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, 2025.
4. OMV PETROM
Consolidated Statements
[RONm]
2022
2023
2024
202
5
*
Sales Income
61
,
344
.
4
38
,
808
35
,
765
36
,
591,
9
Operating Result
12
,
038
.
7
7
,
554
4
,
855
2
,
755
.9
Financial result
17
.
1
263
113
810
Amortization and Depreciation
5
,
064
.
3
3
,
216
4
,
143
4
,
286
Net Profit
10
,
300
4
,
030
4
,
1
90
3,058
* preliminary results
According to the preliminary results published by the company, in 2025 OMV Petrom reported a net profit
of RON 3.06bn (vs. RON 4.19bn in 2024). Profit before tax amounted to RON 3.57bn in 2025, down from
RON 4.97bn in 2024. Corporate income tax totalled RON 0.51bn, while the effective tax rate stood at 14%
in 2025, mainly due to tax credits in Romania (2024: 16%).
Consolidated sales revenues reached RON 36.6bn in 2025, up 2% compared to 2024, primarily supported
by higher prices and volumes related to natural gas and electricity sales, partly offset by lower sales of
petroleum products.
The CCA operating result excluding special items amounted to RON 5.17bn in 2025, declining year-on-year
mainly due to the lower contribution from the Exploration and Production segment, following decreases in
crude oil and natural gas prices as well as lower crude sales volumes. The contributions of the Refining
and Marketing, and Gas and Power segments were relatively stable. The result also reflected higher
purchases, largely driven by increased acquisitions of natural gas and electricity, partly offset by lower
purchases of petroleum products.
Operating result decreased to RON 2.76bn in 2025, compared to RON 4.86bn in 2024, mainly due to net
impairment charges related to other financial assets and property, plant and equipment in the Exploration
and Production segment, as well as lower crude oil prices.

Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
17
According to the preliminary report, OMV Petrom expects retail demand for petroleum products and
electricity in Romania to remain broadly stable in 2026, while natural gas demand is projected to increase
slightly compared to 2025.
For 2026, OMV Petrom plans total net investments of up to RON 9.4bn (vs. RON 7.8bn in 2025), primarily
allocated to the Neptun Deep project, as well as to low- and zero-carbon projects, notably SAF/HVO and
renewable energy, which require a competitive, predictable and stable regulatory and fiscal framework.
Net profit attributable to shareholders of the parent company amounted to RON 3.06bn (2024:
RON 4.19bn).
For 2025, the Executive Board proposes a gross dividend per share (DPS) of RON 0.0578, down 10% year-
on-year, consisting of a base dividend of RON 0.0466 (up 5% YoY) and a special dividend of RON 0.0112
(down 44% YoY).
The company maintains its target of increasing the base dividend per share by 5%–10% annually through
2030 and distributing total dividends (base and special) of 40%–70% of operating cash flow each year until
2030. Total dividends are estimated to represent, on average, approximately 50% of operating cash flow
over the 2022–2030 period.
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, 2025, Lion Capital holds a 0.57% stake
in the share capital of OMV Petrom.
5. SIF 1 IMGB
Lion Capital (then 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.
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 recorded a net profit of RON 4.6m for 1H 2025, vs. a loss of RON 0.2m for 1H 2024.
The financial information for 1H 2025 presented above were not audited.
6. BIOFARM
202
2
202
3
202
4
2025*
Turnover
[RON
m
]
276.9
280
.
3
286.8
319.3
Operating Profit
[RON
m
]
77.7
76
.
83
78.12
106.1
Net Profit
[RON
m
]
70.9
77
.
01
74.4
100.8
Dividends
[RON
m
]
29.56
30
.
55
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 its preliminary financial results, Biofarm reported sales revenues of RON 319.33m in 2025,
marking an 11.35% increase from RON 286.77m in the previous financial year. Revenue growth was

Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
18
accompanied by a more moderate rise in raw material costs, which increased by 5.20% to RON 50.17m
(2024: RON 47.69m), while staff expenses advanced by 13.04% to RON 58.68m, compared with
RON 51.91m a year earlier. Against this backdrop, the company’s net profit for 2025 rose by 35.51% to
RON 100.81m, from RON 74.39m in 2024.
On the balance sheet side, total assets stood at RON 634.39m as of December 31, 2025, up 14.21% from
RON 555.48m at the end of 2024. Over the same period, total liabilities increased by 11.19% to
RON 85.86m, from RON 77.22m.
Biofarm, currently traded 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, 2025.
7. LONGSHIELD INVESTMENT GROUP
2022
2023
2024
2025
*
Net Profit
[RON
m
]
-
33.22
212
.
8
86
.
85
246.33
NAV/S
[RON]
2.4367
2
.
9918
3
.
31
48
4.1292
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.
According to the preliminary financial statements as of December 31, 2025, Longshield Investment Group
reported a year of balance sheet consolidation and a marked recovery in profitability, with results strongly
supported by favourable market developments and the performance of its investment portfolio. Total
assets increased by approximately 26%, reaching over RON 3.25bn (vs. RON 2.59bn in 2024), driven by
higher exposure to financial assets measured at fair value through other comprehensive income (FVOCI),
as well as a significantly strengthened cash position.
On the performance side, total revenues rose by 131% year-on-year, surpassing RON 323m, with the main
contributor being net gains from financial assets measured at fair value through profit or loss (FVTPL),
which more than quadrupled compared to 2024. At the same time, dividend income increased by over
35%, reaching approximately RON 127.6m (vs. RON 94.2m in 2024), confirming the solid contribution of
strategic holdings and the recurring nature of a significant portion of revenue streams. Operational
expenses (mainly the management fee), although significant in absolute terms, grew at a lower rate than
revenues.
As of December 31, 2025, Lion Capital holds a 18.81% stake in the share capital of Longshield Investment
Group SA.
8. INFINITY CAPITAL INVESTMENTS
2021
2022
202
4
202
5
*
Net Profit
[RON
m
]
164.81
67.67
12
4
.
62
133.27
NAV/S
[RON]
4.4328
5.8888
7.9
063
11.2648
Dividends
[RON
m
]
15.00
-
-
* preliminary results
Infinity Capital Investments S.A. 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

Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
19
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.
The Company’s portfolio comprises the following main categories of financial instruments: equities, fund
units, and bank deposits. The preliminary net profit for 2025 reported by Infinity Capital Investments S.A.
amounted to RON 133.27m, up 9.15% compared to the 2024 result. At Group level, net profit for the
financial year reached RON 133.38m in 2025, representing a 17.30% increase versus 2024, primarily driven
by the dynamics of dividend income and interest income.
Infinity Capital Investments’ shares, trading under the ticker symbol INFINITY, are admitted to trading on
the Bucharest Stock Exchange in the Premium category.
As of December 31, 2025, Lion Capital holds a 16.10% stake in the share capital of Infinity Capital
Investments.
9. VRANCART
Consolidated Statements
[RONm]
202
2
202
3
202
4
202
5
*
Turnover
607.3
500.3
486
.
9
408
.
5
Operating Profit
37.7
18.8
-
5
.
2
-
14
.
9
Financial Result
-
12.0
-
12.2
-
10
.
7
-
18
.
1
Amortization and Depreciation
34.9
42.9
34.9
-
57
.
9
Net Profit
22.9
5.4
-
18.2
-
33
.
5
* preliminary results
The Vrancart Group is headquartered in Adjud, Vrancea County, where its cardboard manufacturing
facilities are also located. The Company operates branches in Pantelimon, Chiajna, Iași, Ploiești and
Bacău. Its tissue paper manufacturing subsidiary, Rom Paper (Subsidiary 1), is located in Brașov, while
Vrancart Recycling SRL (Subsidiary 2) and Ecorep Group SA (Subsidiary 3) are based in Adjud. The Group
operates in the field of non-hazardous waste collection and recycling, as well as in the paper, corrugated
cardboard and tissue paper industries.
During 2025, the Group’s performance was influenced, on the one hand, by an increase in operating costs
and, on the other hand, by a decline in sales volumes. The decrease in demand throughout 2025 was driven
by uncertainties arising from the unstable international environment, the global crisis and the tense
political climate in Romania.
Vrancart SA analysed and implemented a series of measures at both the collection centres and the
manufacturing facility located in Călimănești. As a result, it decided to close the collection centres in Cluj,
Timișoara, Pitești and Brașov, while maintaining operations at those centres with a stronger strategic
positioning and significantly higher collection volumes.
During 2025, the Group’s performance was influenced, on the one hand, by increased operating costs and,
on the other hand, by a decline in sales volumes. The decrease in demand in 2025 was driven by
uncertainties generated by the unstable international environment, the global crisis and the tense political
climate in Romania.
In July–August 2025, the Group’s operations were temporarily interrupted due to the scheduled shutdown
of the cardboard paper machine, in order to integrate and commission the Drum-Pulper, a new investment
that led to improved paper quality and a reduction in raw material consumption rates.
Despite the decline in profitability, the Group continued its major investment projects. At Vrancart
Recycling S.R.L., the greenfield investment exceeding EUR 27m, for recycling non-hazardous waste and
generating thermal and electric energy, entered the operational phase in 2025. At Rom Paper S.R.L., the
modernization of facial tissue production lines, finalized in 2024 with an investment of EUR 4.7m,
continued to generate efficiency gains and productivity growth. At the same time, Vrancart commissioned
a 20 MW photovoltaic park for internal consumption and the sale of surplus energy, as well as a
modernized ERP system, representing an investment of over EUR 500,000 aimed at optimizing processes.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
20
The Vrancart Group comprises:
Rom Paper S.R.L. (“Subsidiary 1”), established in 2002, is a privately owned Romanian company operating
in the production of sanitary and hygiene paper products made from recycled paper and virgin pulp, such
as table napkins, folded paper towels, toilet paper, professional rolls, cosmetic tissues and boxed tissues.
Its products are marketed both in Romania and in six other countries, through retail chains (hypermarkets,
supermarkets, cash and carry) as well as distributors. The products are distinguished on store shelves both
under its own brands “Mototol” and “Papely” and under various private labels of its clients. As of
December 31, 2025, the Group held 100% of the share capital of the company.
Vrancart Recycling S.R.L. (“Subsidiary 2”) was established in August 2020 and is a privately owned
Romanian company with a sole shareholder. Its main activity is the treatment and disposal of non-
hazardous waste. The company was established in order to support the Group’s development through a
greenfield investment exceeding EUR 25m in adjacent fields of recycling and thermal and electric energy
production, designed to cover a wide range of recoverable resources that will be either sold or used
internally as a result of newly created synergies.
Ecorep Group S.A. (“Subsidiary 3”) was established in November 2020 and is a privately owned Romanian
company. Its main activity is the provision of services related to the implementation of extended producer
responsibility obligations in respect of environmental targets applicable to packaging placed on the
Romanian market. The Group holds 99.6% of the company’s shares.
The shares of Vrancart S.A. are listed on the Standard Tier of the Bucharest Stock Exchange under the
symbol VNC (ISIN: ROVRJUACNOR7), starting from July 15, 2005. The Company’s shareholding structure
consists of 76.33% held by Lion Capital SA, 17.35% by Pavăl Holding SRL and 6.32% by other shareholders.
10. SAI MUNTENIA INVEST
2022
2023
2024
202
5
Total Income
[RON
m
]
33
54.53
47.81
69
.
28
Total Expenses
[RON
m
]
14.05
15.23
20.72
30
.
30
Net Profit
[RON
m
]
16
.
07
33
.
26
22
.
98
38
.
97
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, 2025, Lion Capital holds a 99.98% stake in SAI Muntenia Invest’s share capital.
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 2025, 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.
Pursuant to the provisions of the Articles of Incorporation of Longshield Investment Group S.A., the
Company has entered into a management agreement with Longshield Investment Group S.A. The current
form of the agreement was approved by the shareholders of Longshield Investment Group SA at the
Ordinary General Meeting of Shareholders held on April 23, 2020, and was subsequently endorsed by the
Financial Supervisory Authority (ASF) under Endorsement no. 165/22.07.2020. Following the resolution
adopted by the shareholders of Longshield Investment Group SA at the Ordinary General Meeting of
Shareholders held on February 13, 2024, the extension of the management agreement concluded between
Longshield Investment Group SA and SAI Muntenia Invest SA for a further four-year term, until April 24,
2028, was approved. The depositary of Longshield Investment Group SA is BRD - Groupe Société
Générale SA.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
21
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 2025, 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.
SAI Muntenia Invest SA recorded total revenues of RON 47.81m for 2024, exceeding by 15.25% the amount
forecast in the revenue and expenditure budget approved by the General Meeting of Shareholders. Out of
the net profit of RON 22.98m for the 2024 financial year, the amount of RON 20m was distributed as
dividends, while RON 2.98m was allocated to other reserves.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
22
Purchases and Sales of Financial Assets in 2025
During 2025, the main acquisitions of financial assets (government securities, bonds, fund units and
shares) totalled RON 875.8m.
The main disposals of financial assets (government securities, bonds, fund units and shares) carried out
during 2025 totalled RON 768.9m.
Engagement policy and principles on exercising the voting rights for
the portfolio under the management in 2025
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 2025, 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.
In 2025, Lion Capital participated in all relevant 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.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
23
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.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
24
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. Periodic risk monitoring reports are prepared on a quarterly basis.
In 2025, 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 Lion Capital
Given the nature of its activities, Lion Capital S.A. is exposed to the following categories of risk: market risk,
credit risk, liquidity risk, operational risk and systemic risk, collectively referred to as “investment risk”.
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.
For the purposes of identifying, measuring and monitoring investment risk, the Company’s portfolio has
been structured according to the common characteristics of the financial instruments held, as follows:
(i) equity instruments: listed shares and unlisted shares; (ii) fund units; (iii) financial assets and fixed-
income instruments: loans, bonds (government, municipal and corporate), bank deposits; and
(iv) derivative instruments used for risk mitigation/hedging/risk management purposes – the Company had
no exposure to this category in 2025.
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.
The main types of market risk to which the Company is exposed are price/position risk, interest rate risk,
foreign exchange risk and concentration risk, assessed as follows:
- Price/position risk is driven by movements in instrument prices and represents the risk that the value
of the shares held in the portfolio may decrease as a result of adverse capital market fluctuations,
arising both from issuer-specific factors and from macroeconomic developments. In the case of
unlisted shares, price risk stems from valuation uncertainty, given the illiquid nature of the investment,
the absence of observable market prices and the heightened sensitivity to changes in the issuer’s
financial performance or sector conditions. This risk is assessed by reference to the PROXI-85 portfolio,
used as a benchmark for price risk at the level of the listed equity portfolio, and is analysed in
comparison with the overall risk of the BET-BK index as a forward-looking proxy for volatility.
- Interest rate risk represents the risk of an adverse change in the fair value of interest-bearing financial
instruments caused by movements in market interest rates. The Company’s main exposures to interest
rate risk relate to bonds and loans granted to subsidiaries.
- Foreign exchange risk represents the risk of an adverse movement in exchange rates that could lead to
a decrease in the fair value of assets denominated in currencies other than RON. The Company’s main
exposures to foreign exchange risk relate to shares, loans granted to subsidiaries, as well as monetary
instruments such as deposits and current accounts.
- The top three sectors by weight in the structure of total assets are the banking sector, investment
management and the real estate sector.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
25
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 2025 financial year.
The Risk Management Office continuously monitors market risk in accordance with the Company’s
internal risk policies and procedures. Any deviation from the investment policy and the Company’s
governing principles or from the risk profile approved by the Board of Directors is indicated with a view to
ensuring the prudent rebalancing of the portfolio.
b) Liquidity Risk
Liquidity risk represents the risk that the Company may be unable to meet its financial obligations as they
fall due or to honour payment requests in a timely manner without materially affecting the value of the
managed portfolio. It also includes the risk of being unable to convert held assets into cash within an
appropriate timeframe and at a fair price, either due to insufficient market liquidity or due to the specific
characteristics of the instruments held in the portfolio.
The Company maintains a level of liquidity adequate to meet its payment obligations, based on an
assessment of immediately available liquid assets and the expected liquidity of assets held in its own
portfolio on the regulated market, over a defined time horizon. For portfolio assets generating reserve
liquidity (listed shares traded daily on the regulated market of the Bucharest Stock Exchange),
consideration is given to the time required for liquidation, the price or value at which such assets can be
liquidated, as well as their sensitivity to market risks and other market factors.
As part of the liquidity risk management process, both the liquidity of the financial instruments portfolio
and the liquidity risk associated with payment obligations are analysed.
The liquidity profile of the equity portfolio is largely influenced by the liquidity of the market in which they
are traded; only 10 companies in the portfolio, listed on the BVB, meeting the liquidity criterion regarding
daily transactions.
The liquidity risk associated with the payment obligations of Lion Capital 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
Credit risk represents the risk that the Company may be adversely affected by an issuer’s or counterparty’s
failure to fulfil its assumed financial obligations, whether through delayed payment or default. This risk
also encompasses the deterioration of the issuer’s financial position, a decline in its creditworthiness, or
a change in market perception regarding its solvency, all of which may result in a decrease in the value of
the instruments held in the portfolio.
Lion Capital is exposed to credit risk due to investments made in debt instruments, current accounts and
bank deposits placed in various counterparties, 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 2025).
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.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
26
d) Operational Risk
Operational risk represents the risk that the Company may be adversely affected by deficiencies in internal
processes or policies, by inadequate or failed systems, or by events that disrupt operations or compromise
data integrity, including reputational impact.
The Company’s objective is to manage operational risk in such a manner as to limit financial losses,
safeguard its reputation, achieve its investment objective and generate value for investors.
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 IT systems. In March 2025, an internal assessment of operational risks generated by
information systems was conducted in accordance with ASF Norm no. 4/2018 for the year 2024.
The Company performs an internal assessment of operational risks in their entirety, including those arising
from the use of information and communication technology (ICT). It maintains an Operational Risk Register
covering risks generated by the use of IT systems by personnel, processes, systems and external factors.
Operational expenses associated with these risks accounted for 0.06% of NAV, while the approved
operational risk tolerance is set at 1% of NAV within the overall risk profile for a medium risk appetite.
Other matters relating to IT-generated operational risk
The periodic audit of the IT systems for compliance with ASF Regulation no. 4/2018 on the management of
operational risks generated by IT systems used by entities authorised, approved or registered, and
regulated and/or supervised by the Financial Supervisory Authority was carried out by an independent
assessor in December 2025. The audit covered the 2023–2024 period within the three-year audit cycle, in
accordance with Article 21 of ASF Regulation no. 4/2018 and Annex no. 6, point (c), item (ii). The audit
report was submitted to the Financial Supervisory Authority in compliance with the aforementioned
regulation. The Board of Directors was informed at its meeting held on January 30, 2026.
The audit identified three findings, all assessed as having a low likelihood of significant impact. One finding
was rated as of medium importance. Management has adopted an action plan under which all findings will
be addressed during 2026 by the IT Department, prioritised according to their significance and in line with
the Company’s Vulnerability Management Procedure.
In 2025, the IT systems were also tested in accordance with ASF Regulation No. 4/2018, including: (i)
vulnerability scanning, (ii) penetration testing and (iii) social engineering testing. The results of these tests
were presented to the Board of Directors.
Periodic ASF inspection:
Following the periodic inspection carried out by the Financial Supervisory Authority (ASF) between
January 20 and April 29, 2025, sanctioning decisions concerning Lion Capital and certain employees were
issued by the ASF on July 28, 2025.
The operational risks identified in connection with this event were classified under the “Process-related”
source category. The corrective measures adopted by the Company consisted in the implementation of
the Action Plan established pursuant to Decision no. 725/28.07.2025 within the prescribed 90 calendar-
day deadline. All 18 measures included in the Action Plan were reviewed and fully implemented by the end
of 2025.
Money laundering and terrorist financing (ML/TF) risk
Money laundering and terrorist financing (“ML/TF”) risk represents the risk that the Company may be used,
whether intentionally or unintentionally, to carry out money laundering, terrorist financing or other related
criminal activities through the products, services or transactions it manages. This risk includes the
possibility that exposure to such activities may result in financial losses, legal or reputational sanctions,
as well as impairment of the Company’s operational integrity and compliance framework.
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

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
27
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.
As part of the review process of the policies and procedures relating to ML/TF risks, the Board of Directors
approved an increase in the ML/TF risk appetite from low to medium, both at client level and at activity
level.
During 2025, ML/TF assessment files were prepared for 9 clients, of which 1 entered the reassessment
process due to a business relationship exceeding one year. For 2025, the Company was classified as
presenting a medium level of ML/TF risk, both in relation to its overall activity and at client level.
e) Other Risks for the Company
Given the nature of its activities, the Company is also exposed to other categories of risk, such as
reputational risk, strategic risk, regulatory risk, systemic risk and other related risks.
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 over financial position
(profit/loss, other comprehensive income).
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) Global risk profile
In 2025, no breaches of risk limits were identified at the level of the global risk profile, which was assessed
as medium-low against a medium-level risk appetite. No alerts regarding limit breaches were issued.
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
Medium
–
Low
Operational Risk
Mediu
m
Mediu
m
–
Low
Sustainability Risk
Mediu
m
Low
Global
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.
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
Risk Management Office 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.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
28
As of December 31, 2025, exposure exceeding 10% on the securities issued by the same issuer is on Banca
Transilvania, (largest weight of 29.51% in the total assets), followed by SIF Imobiliare PLC (a weight of
7.73% in TA). These holdings jointly represent an exposure of 37.24% of TA without exceeding the upper
limit of 80%.
By the resolution of the Extraordinary General Meeting of Shareholders of July 12, 2025, the prudential
threshold provided under Article 91(1) of Law No. 24/2017, namely transactions involving the acquisition,
disposal, exchange or encumbrance of assets classified as non-current assets whose value exceeds,
individually or cumulatively during a financial year, 20% of total non-current assets, was increased to 50%
of total non-current assets.
Accordingly, both thresholds, the 20% and the 50% of total non-current assets, were monitored, and the
transactions were cumulatively compared under both scenarios.
As of December 31, 2025, the total value of asset acquisition and disposal transactions represented
30.29% of total non-current assets calculated as of December 31, 2024, for the purpose of verifying the
50% threshold, thus exceeding the 20% threshold calculated based on the value of non-current assets for
December 2025.
Starting with 1 January 2026, the verification threshold under Article 91(1) of Law No. 24/2017 resets to
20% of total non-current assets.
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 2025, 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, 2025, the gross leverage ratio had the value of 99.37%. 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.
Lion Capital’s analysts continuously analyse and evaluate portfolio issuers based on ESG criteria, utilizing
available ESG scores and their non-financial reports.
The internal ESG risk evaluation model for the portfolio comprises exposures exceeding RON 10m,
representing 21 shares and bonds 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.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
29
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 Dept. carried out a crisis simulation in December 2025 – January 2026, the
methodology of which was approved by the Board of Directors on November 28, 2025, with the reference
date being November 30, 2025.
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: future evolution of the Romanian economy – simulating macroeconomic
conditions as realistically as possible under a pessimistic scenario.
According to the results of the stress tests, the investment risk analysed may slightly exceed the
investment risk tolerance limit, set at 20% of total assets for a medium risk appetite. The increase in
portfolio value, as well as the strategy of active investing in equities (both listed and unlisted) and corporate
bonds, at the expense of bank deposits, had a significant impact on investment risk at the portfolio level
under the baseline scenario. Through active portfolio management, the systemic component β considered
in the stress tests was reduced, resulting in a lower impact on the portfolio under the simulated crisis
conditions.
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.
No ad-hoc crisis simulations were performed, nor were they requested by senior management.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
30
Human Resources
Lion Capital’s personnel, as of December 31, 2025, consists of 33 (2024: 30) persons with an employment
contract (48% women, 52% men), of which 19 at headquarters in Arad and 14 at Bucharest branch.
For the purpose of achieving its assumed strategic objectives, Lion Capital relies on a team with
complementary expertise in the investment field, supported by personnel specialized in operational and
administrative activities. The internal organization is structured to ensure the efficient use of human
resources, through an appropriate allocation of roles and responsibilities aligned with the level of expertise
of each function. The diversity of the workforce, in terms of gender, age and professional background,
supports an integrated decision-making process and contributes to enhancing the quality of managerial
decisions. The professional experience of the teams and their high standards of conduct represent a key
factor in ensuring compliance with the applicable regulatory framework and in maintaining organizational
performance.
The Extraordinary General Meeting of Shareholders of Lion Capital, held on October 31, 2024, approved
the proposals regarding the relocation of the Company’s registered office from Arad to Bucharest, together
with the related subsequent measures. These include the dissolution and deregistration of the Bucharest
Branch, which currently operates at the address proposed to become the registered office, as well as the
establishment of a secondary office at the current registered office in Arad, under the name Arad Branch.
At the same time, the Extraordinary General Meeting approved the corresponding amendment of the
Articles of Association, in order to reflect the new territorial and organizational structure of the Company.
The resolution regarding the relocation of the registered office of Lion Capital shall take effect only as of
the date of issuance of the relevant authorization by the Financial Supervisory Authority, in accordance
with the applicable legal framework.
Following the relocation of the registered office from Arad to Bucharest, it is required that all activities
authorized by the Financial Supervisory Authority, in accordance with the object of activity of Lion Capital,
be carried out at the Bucharest office, which will thus acquire the status of head office within the meaning
of the applicable legislation. The Arad Branch, organized as a secondary office, shall fully comply with all
requirements applicable to secondary offices, as provided under ASF Regulation No. 10/2015, as amended
by ASF Regulation no. 2/2025.
In this context, and in connection with the process of obtaining the necessary authorizations from the
Financial Supervisory Authority for the relocation of the registered office from Arad to Bucharest, as well
as for meeting all requirements imposed by the authority regarding the activities carried out at the
Bucharest office, Lion Capital has strengthened the operational capacity of this location by hiring
additional personnel within the Compliance, Risk Management, IT, Advisory and Litigation, Valuation and
Net Asset Value functions, and by revising and updating the Company’s organizational chart.
As a result, by the end of the 2025 financial year, all activities authorized by the Financial Supervisory
Authority, in accordance with the object of activity of Lion Capital, are carried out at the Bucharest office.
Occupational Health and Safety. Lion Capital maintains a structured and preventive approach to
occupational health and safety, by implementing measures aimed at reducing workplace risks and
53%
47%
52%
48%
Gender distribution of Lion Capital personnel
the percentages in the graph represent the weight of
each category on December 31, 2025 (the outer ring),
respectively December 31, 2024 (the inner ring)

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
31
ensuring a safe working environment. The applicable internal framework is aligned with relevant industry
standards and includes protective procedures, regular training sessions and dedicated resources for the
continuous improvement of working conditions. The personnel designated to manage occupational health
and safety matters benefit from ongoing training programs focused on risk identification, impact
assessment and the implementation of appropriate preventive measures. This approach is supported by
the Company’s track record, which records no occupational accidents.
Recognizing the direct link between employees’ health and professional performance, Lion Capital
integrates into its human resources policies measures designed to support work–life balance. By
facilitating access to preventive medical services complementary to the public healthcare system, the
Company contributes to strengthening an organizational culture oriented towards responsibility and
prevention.
Investments in employees’ health are reflected in reduced absenteeism, increased engagement and the
maintenance of an organizational climate conducive to performance. Through this approach, Lion Capital
reinforces its profile as a responsible employer and further strengthens its reputation within the market
and the professional community.
Professional Development. Lion Capital places continuous emphasis on the ongoing professional
development of its employees, tailoring training programs to the specific nature of the activities performed
and to developments in the applicable regulatory framework. Professional development initiatives are
designed to address both internal operational needs and legislative requirements, ensuring an adequate
level of competence and regulatory compliance. The programs include dedicated training sessions for
personnel in key functions, in accordance with the requirements of the Financial Supervisory Authority
regarding continuous professional training. In 2025, employees, members of the Board of Directors and
executive directors completed a cumulative total of 1,187 training hours, and approximately 80% of the
total number of individuals participated in at least one form of professional training, such as seminars,
conferences or other continuous education activities.
Employment Relations. Employment relations at Company level are governed by individual employment
contracts and by the collective labour agreement negotiated between the employer and the employees’
representatives, registered with the Arad Territorial Labour Inspectorate under no. 2450/25.10.2024. The
current collective labour agreement is valid for a period of two years.
In the negotiation of the collective labour agreement, employees are represented by employees’
representatives elected in accordance with applicable legal provisions, as no trade union is established at
Company level. The employees’ representatives were designated following elections held in May 2024, for
a two-year term, which remained in force throughout 2025. As a result of this process, three individuals
were elected and mandated by the employees to represent their interests, in accordance with the law.
Throughout the reporting period, relations between the Company’s management and employees were
conducted without the occurrence of any conflict situations.
Individual Performance Evaluation. The evaluation of individual employee performance is a formal and
periodic process, conducted annually, aimed at ensuring equitable recognition of professional
contributions and supporting the continuous development of competencies. The evaluation process is
designed to provide an objective assessment of achieved results, professional conduct and the degree of
fulfilment of assigned responsibilities, in correlation with the Company’s organizational objectives.
Performance evaluations seek both to highlight strengths and to identify areas requiring improvement,
creating a structured framework for clear and constructive feedback. Through this mechanism, employees
receive transparent performance benchmarks, while management benefits from a relevant tool to support
decisions related to professional development, remuneration and the optimization of activities.
By aligning individual performance with the Company’s strategic objectives, the evaluation process
contributes to increased operational efficiency and to the consolidation of an organizational culture
focused on accountability, performance and continuous improvement, to the benefit of both employees
and the organization.
Diversity Policy. Lion Capital bases its diversity policy on the core principles of fairness, respect and
inclusion, which are considered essential elements of sound corporate governance and sustainable
organizational development. The Company promotes a working environment in which professional

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
32
treatment is based exclusively on competence, performance and ethical conduct, ensuring equal
opportunities for all employees and candidates, without discrimination on grounds of gender, age,
ethnicity or other personal characteristics.
Recruitment, evaluation and professional development processes are built on objective criteria focused
on competencies, experience and skills relevant to the activities performed. This approach reflects Lion
Capital’s commitment to its ethical principles and the sustainability requirements, with a particular
emphasis on the social component and responsibility towards human capital.
The Company maintains an organizational framework free from any form of discrimination, encouraging
collaboration, mutual respect and professional dialogue. Diversity of perspectives and experience is
regarded as a factor contributing to the quality of decision-making processes, adaptability and innovation,
with individual differences being valued as an organizational resource.
Through the consistent application of the principles of an ethical diversity policy, Lion Capital reaffirms its
commitment to an inclusive and responsible organizational climate, which supports employees’
professional development and strengthens the Company’s positioning as a responsible employer, in line
with corporate governance and sustainability standards.
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
headquarters located in Arad, included in the tangible assets) are accounted pursuant to IFRS as
investment property at fair value, totalling RON 10,737,442 as of December 31, 2025.
As of December 31, 2025, 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, 2025, the Company was involved in
48 litigations pending before the Court. The company had locus standi (active procedural capacity) in 33
litigations, passive procedural capacity in 14 litigations, and intervener capacity in one litigation.
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.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
33
Outlook for 2026
Risk Factors and Key Drivers for 2026
At Global Level:
• The continuation and potential escalation of armed conflicts and asymmetric warfare represent the
principal global risk. The shift from isolated regional tensions to broader systemic threats remains a
tangible concern, given the number of active and latent conflict fronts. Peace initiatives have not
delivered the expected outcomes in the Russia–Ukraine war; tensions between China and Taiwan
persist; recurrent hostilities in Gaza region fluctuate in intensity; frictions involving Israel, the United
States and Iran materialised in a new war in February 2026; and U.S. intervention dynamics in Venezuela,
collectively, these developments contribute to an elevated and geographically widespread security risk
environment.
• Tensions between Iran and Israel/the United States have escalated materially. In February 2026, the
United States, in coordination with Israel, launched a military operation against Iran involving targeted
airstrikes. The stated objective was to neutralize Iran’s nuclear military capabilities and constrain its
capacity to expand its weapons of mass destruction arsenal. Iran’s Supreme Leader, Ali Khamenei, along
with other senior officials, have been killed in the strikes, triggering a swift and broad-based regional
response. Iran retaliated with missile and drone attacks against multiple countries in the Persian Gulf,
primarily targeting military installations but also striking civilian infrastructure. To date, reported targets
have included Israel, United Arab Emirates, Kuwait, Qatar, Saudi Arabia, Iraq, Bahrein, Jordan, and
Cyprus. Qatar, a major global supplier of natural gas, was forced to suspend production after Iranian
drone strikes partially damaged upstream facilities, prompting a sharp spike in gas prices. Saudi Arabia,
the world’s largest oil producer, also halted operations at one of its refineries following a drone attack.
Subsequent to the outbreak of hostilities, Iran announced the closure of the Strait of Hormuz, reportedly
enforced by the Islamic Revolutionary Guard Corps, and threatened to target or set ablaze vessels
attempting to transit the area. As a result, shipments of crude oil, refined petroleum products and LNG
through the strait have been fully suspended. Approximately 20–25% of globally traded seaborne crude
oil and LNG volumes transit the Strait of Hormuz. The escalation has therefore led to a sharp repricing
across energy markets. Within four days of the onset of the conflict, Brent crude rose by 16%, from USD
73.16 to USD 85.10 per barrel, while WTI advanced by 15%, from USD 67.21 to USD 77.31 per barrel. LNG
benchmark prices increased by 9% on commodity exchanges, from USD 2.86 to USD 3.12 per MMBtu.
The trajectory and macro-financial implications of the Middle East conflict will depend primarily on the
duration of hostilities, the scale and persistence of energy transit disruptions, and the post-conflict
political settlement. A protracted conflict could further accelerate and amplify the upward adjustment
in hydrocarbon prices and, in extreme scenarios, result in supply shortages with materially adverse
economic consequences. However, the baseline scenario assumes that the armed interventions will
come to an end within a relatively short period of time, which would isolate and mitigate the negative
economic effects.
Nonetheless, upside risks to inflation driven by higher energy costs, downside risks to economic growth,
potential delays in monetary policy easing in response to inflationary pressures, and the prospect of
regional stagflation remain tail risks. While these outcomes are not assessed as highly probable at
present, their likelihood would increase meaningfully in the event of a sustained escalation.
• From an economic perspective, rising protectionism and trade disputes, manifested through the
increasingly frequent use of elevated tariffs and economic sanctions, may destabilize the economies
involved and generate a climate of heightened uncertainty, constraining both private investment and
consumption. Escalating trade tensions reduce economic predictability and, under extreme conditions,
may lead to severe restrictions on critical technologies and even fragmentation of global supply chains.
• Persistence of inflation and the response of central banks through adjustments to monetary policies:
price pressures remain elevated, although global inflation is projected to decline from approximately
4.1%–4.2% in 2025 to an estimated level of 3.7%–3.8% in 2026. Inflationary risks nevertheless persist,
driven by structural and geopolitical factors, according to reports published by the International
Monetary Fund, the Organisation for Economic Co-operation and Development and the World Bank.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
34
• Climate change and its economic impact continue to intensify, with increasing frequency of extreme
weather events (droughts, floods, earthquakes and other natural disasters), pollution and resource
depletion affecting production costs and, in some cases, supply chains.
• AI-driven disinformation, manipulation and cyberattacks represent a growing source of systemic risk.
At European Level:
• Risks of economic stagnation in certain Member States and widening regional imbalances.
• Energy price volatility, influenced by geopolitical developments.
• Potential adverse effects of the European Central Bank’s restrictive monetary stance on economic
growth.
• Intensifying competitive pressures, including forms of unfair competition affecting the European
automotive industry.
• Political instability and internal tensions within the European Union.
At Domestic Level (Romania):
• Vulnerability to external shocks and spillover effects from the European environment.
• Risks associated with the implementation of structural reforms and adaptation to evolving economic
conditions.
• A highly fragile governing coalition, with increasingly visible divergences following the implementation of
fiscal consolidation measures adopted by the Bolojan cabinet.
• The risk of a deepening technical recession currently affecting the Romanian economy.
• Persistent inflationary pressures, with implications for purchasing power and investment activity.
Macroeconomic projections for Romania indicate a modest recovery in economic activity in 2026.
Following an estimated real GDP growth of approximately 0.6% in 2025, growth is expected to accelerate
moderately to around 1.1% in 2026 and 2.1% in 2027. This trajectory is primarily supported by an
anticipated recovery in external demand, improved financial conditions, and the resilience of private
consumption and investment.
At the beginning of 2026, the National Bank of Romania (BNR) revised upward its inflation forecast,
reflecting unanticipated price increases in certain components of the consumer basket and a less
favourable evolution of core inflation. This development has been driven by higher energy prices, tax and
duty increases, a moderation in wage growth, and underlying pressures that are gradually easing, although
some pressures may persist amid rising disposable incomes. According to the updated projections
announced by Governor Mugur Isărescu, annual inflation is expected to reach 3.9% at end-2026 and 2.9%
by end-2027.
The Romanian labour market is expected to remain relatively stable, with the unemployment rate projected
at approximately 5.8% in 2026. Labour market tensions are anticipated to ease gradually. While wage
growth is expected to remain supportive of purchasing power, it is likely to moderate as inflation declines.
These dynamics should contribute to short-term stabilization, although medium-term challenges remain
significant.
In the external sector, Romania is projected to continue recording a current account deficit, estimated at
approximately –6.4% of GDP in 2026. This reflects, on the one hand, an expected recovery in exports and
moderation in imports, alongside improved absorption of available EU funds; on the other hand, relatively
resilient domestic demand continues to stimulate both consumption and related imports.
The recovery outlook is conditional upon the adoption of sound economic policies aimed at stimulating
and strengthening domestic economic activity, which, under the current political conditions,
characterized by a polarized spectrum within the governing coalition, represents a challenge.
The outlook for 2026 remains balanced but fragile. While there are emerging signs of stabilization and a
moderate recovery in economic growth, domestic and external risks, ranging from the gradual pace of GDP
recovery and inflation remaining above target, to fiscal vulnerabilities and labour market pressures,
necessitate a prudent and well-coordinated policy approach.
Sources of information for 2006 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 2025
35
2. THE SHARES ISSUED BY LION CAPITAL
CHARACTERISTICS OF SHARES ISSUED BY
LION CAPITAL
Total number of shares issued (December 31, 2025) 507,510,056
Outstanding shares (December 31, 2025) 506,410,056
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 (BVB / 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, 2025, Lion Capital had a total of 5,732,457 shareholders, according to data reported
by Depozitarul Central S.A. Bucharest, the entity responsible for maintaining the shareholder registry. In
the Public Tender Offer from October 13 to October 28, 2025, Lion Capital acquired 1,100,000 shares,
representing 0.2167% of its 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 2025
36
Dividend Policy
In accordance with the dividend policy declared and disclosed in the Fund's operating documents, Lion
Capital seeks to maintain an appropriate balance between the distribution of returns to shareholders and
the need to finance future development through the reinvestment of generated profits. This strategic
approach aims simultaneously to enhance the long-term investment attractiveness of Lion Capital shares
and to preserve the Company’s capacity for sustainable growth, thereby supporting the generation of
durable profitability and the maximization of shareholder value.
The determination of the specific allocation of net profit, as well as the proportion to be distributed, falls
within the exclusive competence of the General Meeting of Shareholders. Proposals submitted by the
Board of Directors regarding profit allocation, the resolutions adopted by the General Meeting of
Shareholders in this respect, together with the dividend payment calendar and mechanisms, are publicly
disclosed by the Company in accordance with the applicable regulatory framework, enabling investors to
make informed decisions and to exercise their rights on an equal and transparent basis.
In circumstances where the reinvestment of profit is warranted, or in the context of implementing a share
buyback program, the return on Lion Capital shareholders’ capital is likely to exceed the level achieved
through the distribution of dividends, which are subject to taxation.
Remunerating shareholders through dividend distributions, profit reinvestment or share buybacks may
generate benefits for investors over medium- and long-term horizons. Profit may be redirected towards
reinvestment when this alternative proves to be superior to its distribution and taxation in the form of
dividends. Reinvested profits may be strategically allocated to new investments, financial instruments or
increased exposure to existing portfolio holdings of Lion Capital that demonstrate the capacity to generate
sustainable, above-average returns on additional invested capital.
Accordingly, shareholder remuneration at Lion Capital may be realized in a transparent, equitable and
financially and fiscally efficient manner through any of the strategic options adopted: the distribution of
cash dividends, the reinvestment of profits in anticipation of an appreciation in the share value at least
equivalent to the undistributed dividend, or the implementation of share buyback programs involving the
Company’s own shares.
The Ordinary General Meeting of Shareholders held on April 24, 2025, approved the allocation of the entire
net profit for the financial year 2024, amounting to RON 161,734,652, to Other reserves, as own funding
sources, without distributing dividends.
As at the date of this report, no dividends are outstanding, unclaimed dividends having lapsed.
SHAREHOLDERS STRUCTURE
as per holdings as of December 31, 2025
■
39.
59
%
Romanian individuals
(5,730,170 shareholders)
■ 49.36%
Romanian legal entities
(101 shareholders)
5,73
2
,
457
shareholders
■
1.
9
0%
non-resident individuals
(2,173 shareholders)
■ 8.93%
non-resident legal entities
(12 shareholders)
■ 0.22%
Lion Capital
treasury shares

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
37
DIVIDEND DISTRIBUTION FROM THE NET PROFIT OF THE COMPANY FOR THE LAST FOUR FINANCIAL YEARS
Financial Year for Which the Distribution Was Made
2021 2022* 2023* 2024*
Net Profit (RONm)
387
95.47
417
.
26
161
.
73
Total Number of Shares
515
,
422
,
363
507
,
510
,
056
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 **
6
7
.
912
%
-
-
-
*
FY
with no dividend distribution as per GMS decisions of April 26, 2021
, April 27, 2023
, April 29, 2024
, and April 24, 2025
** the percentage of amounts paid by December 31, 2025, out of the total net dividends payable for the 2021 financial year, in respect
of which the statute of limitations expired upon the completion of three years from the payment date (July 28, 2022)
LION
(SIF1)
STOCK ON BVB/BSE
2022
2023
202
4
202
5
Price (RON, closing price)
Low
2.1000
2.3400
2
.50
00
2,5000
High
2.5600
2.6800
2.
99
00
4,1100
Year end
2.4300
2.5900
2.
85
00
4,0000
Net Profit per Share (RON)
0.1881
0.8222
0
.
3192
0.9298
PER
12.92
3.15
8.93
4.3
NAV/S (RON)
6.3817
8.0847
9
.
0838
11.
2813
Dividend (RON/share)
-
-
-
*
Market Capitalization** (RONm)
1
,
233
.
25
1
,
314
.
45
1
,
446
.
4
0
2,030.04
* as per the decision of GMS convened for April 2026
** 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 2025: +46.79%. Weight of
LION in BET-FI: 20.01% (December 2025).
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 2025: +52.03%. Weight of LION in BET-BK: 1.87% (December 2025).
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
2025: +43.75%. Weight of LION in BET-XT: 2.04% (December 2025).
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 2025: +51.81%. Weight of LION in BET-XT-TR: 2.04%
(December 2025).
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 2025: +50.95%. Weight of LION in BET-XT-TRN: 2.04% (December 2025).
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.

Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
38
The liquidity of Lion Capital stock rose on the regular market vs. 2024, with a total of 10,663,188 shares
traded during 2025, standing for 2.10% of the total shares issued, with the total value of the traded shares
of RON 34,050,312. On the DEAL market, trades were made with 12,997,581 shares, with a total value of
RON 47,28m.
Out of the 246 trading days in 2025, 105 days had positive variations (a high of +5.74% on October 23), and
91 days had negative variations (a low of -4.41% on March 27).
The highest closing price at which the LION stock was traded in 2025 was of RON 4.1100 per share, in the
session of December 10, and the lowest closing price was of RON 2.5000 per share, in the session of
March 28, with the trading range between the highest and the lowest of the period being 64%. The weighted
average price for the period was of RON 3.1933 per share.
LION stock price rose +42.35% YtD, while the BET-BK index increased by +52.03% and the BET-FI index by
+46.79% as of December 31, 2025.
The year 2025 was marked by positive developments on the Bucharest Stock Exchange, which recorded
its strongest annual growth in the past 15 years, an achievement made all the more impressive given the
fragile macroeconomic environment. The main index of the Bucharest Stock Exchange, BET, rose by
43.49% in 2025, with 14.54% percentage points of this annual increase generated in the final quarter of the
year.
As of December 31, 2025, the market capitalization for LION stock was of RON 2,030.04m (for all shares in
issue) and calculated for the outstanding shares it was of RON 2,025.64m (calculated using the closing
price from the last trading session of the year).
LION PRICE AND VOLUME IN 2025
LION vs. BET-FI IN 2025
24,294
73,242
121,303
458,183
45,727
443,120
315,786
218,538
151,572
63,495
309,696
126,588
RON 2.8100
RON 2.9000
RON 2.8300
RON 2.5000
RON 2.5400
RON 2.6400
RON 2.8000
RON 3.2100
RON 3.3700
RON 4.0500 RON 4.0000
0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
450,000
500,000
2.0000
2.2000
2.4000
2.6000
2.8000
3.0000
3.2000
3.4000
3.6000
3.8000
4.0000
January February March April May June July August September October November December
volum
preț LION (lei)
volume
LION
61,732.64
61,916.42
61,701.86
62,172.97
71,780.42
75,491.54
90,620.36
RON 2.8100
RON 2.9000
RON 2.5000
RON 2.6300
RON 2.8000
RON 3.1400
RON 3.3700
RON 4.0500
RON 4.0000
1.8000
2.2000
2.6000
3.0000
3.4000
3.8000
4.2000
40,000
45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
85,000
90,000
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
+
46
.
7
9
%
+
42
.3
5
%

Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
39
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, 2025, 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 2025 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 2025
40
During 2025, the Board of Directors of Lion Capital convened the Ordinary General Meeting of Shareholders
(OGM) for April 24 (25), July 12 (13), and December 22 (23), and the Extraordinary General Meeting of
Shareholders (EGM) for April 24 (25), July 12 (13), and December 22 (23).
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. As per 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 from among its members, mandated to conduct
investigations and submit recommendations to the Board.
The current term of office for the members of the Board of Directors is of four years, starting from April 26,
2025, until April 26, 2029.
The OGM of October 31, 2024, elected the company’s Board of Directors members for a four-year term,
from April 26, 2025, to April 26, 2029, 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.
By Authorization no. 41/April 17, 2025, the Financial Supervisory Authority authorized Mr Bogdan-
Alexandru Drăgoi, Mr Marcel Heinz Pfister and Mr Sorin Marica, as members of the Board of Directors of
Lion Capital S.A., for a four-year mandate commencing on April 26, 2025, in accordance with OGM
Resolution no. 3 of October 31, 2024.
Thus, the composition of the Board of Directors of Lion Capital, as authorized under ASF Authorization no.
41/April 17, 2025, effective as of April 26, 2025, is as follows: Bogdan-Alexandru Drăgoi, Rachid El Lakis,
Marcel Heinz Pfister and Sorin Marica.
The Ordinary General Meeting of Shareholders (OGM) of Lion Capital, held at first convening on April 24,
2025, approved the election of Mr Ion Stancu as member of the Board for the 2025–2029 mandate, later
authorised by the Financial Supervisory Authority by ASF Authorisation no. 44/26.02.2026.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
41
At its meeting held on April 26, 2025, the Board of Directors of Lion Capital elected Mr Bogdan-Alexandru
Drăgoi as Chairman and Mr Rachid El Lakis as Vice-Chairman of the Board.
As of December 31, 2025, the structure of the Board of Directors and the professional qualifications of its
members are as follows:
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
Rachid El Lakis, Vice-Chairman of the Board of Directors.
Elected member of the Board of Directors by the Ordinary General Meeting of Shareholders (OGM) of Lion
Capital held on October 31, 2024, for a four-year mandate commencing on April 26, 2025 and ending on
April 26, 2029.
Mr El Lakis holds a Bachelor’s degree in Economics and Accounting, and a Master’s degree in Finance.
The CVs 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 2025, 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:
between January 1, 2025 – April 25, 2025, of a Board of Directors composed of 4 members
▪ Bogdan-Alexandru Drăgoi – Chairman of the Board
▪ Sorin Marica – non-executive administrator
▪ Marcel Heinz Pfister – non-executive administrator
▪ Ionel-Marian Ciucioi – non-executive administrator
Between April 26, 2025 – December 31, 2025, of a Board of Directors composed of 4 members
▪ Bogdan-Alexandru Drăgoi – Chairman of the Board
▪ Rachid El Lakis - Vice-Chairman of the Board
▪ Sorin Marica – non-executive administrator
▪ Marcel Heinz Pfister – non-executive administrator
With regard to the composition of the Company’s executive management during 2025, it was as follows:
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
42
January 1, 2025 – April 25, 2025, by the following persons:
▪ Bogdan-Alexandru Drăgoi – CEO
▪ Florin-Daniel Gavrilă - Director
▪ Laurentiu Rivis - Director
April 26, 2025 – May 14, 2025, by the following persons:
▪ Florin-Daniel Gavrilă - Director
▪ Laurentiu Rivis - Director
May 15, 2025 – December 31, 2025, by the following persons:
▪ Bogdan-Alexandru Drăgoi – CEO
▪ Florin-Daniel Gavrilă - Director
▪ Laurentiu Rivis - Director
In 2025, the Board of Directors of Lion Capital met 49 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 2025 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, 152 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 152 Decisions of the Board of Directors issued during the analysed period:
▪ 64 were decisions with a well-defined objective of the necessity of fulfilment;
▪ 88 were decisions approving procedures, mandatory reports and activity reports, of which:
• 25 decisions approving internal regulations and some work procedures;
• 63 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 152 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 2025, the Audit Committee had the following composition:
- During January and April: Mr Marcel PFISTER - Chairman of the committee, Mr Sorin MARICA - member,
and Mr Ionel Marian CIUCIOI - member.
- During April and December: Mr Marcel PFISTER - Chairman of the committee, Mr Sorin MARICA -
member, and Mr Rachid EL LAKIS - member.
The members of the Audit Committee have the appropriate experience for their specific duties within this
committee.
In 2025, the Audit Committee met 11 times. These meetings were dedicated to monitoring the financial
reporting process, including the annual financial statements prepared in accordance with the
Graphics
LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
43
International Financial Reporting Standards (IFRS), as approved by ASF Norm no. 39/2015, as well as the
consolidated financial statements; monitoring the condensed interim financial statements for the
quarters and for the first half of 2025; monitoring the condensed consolidated interim financial statements
for the first half of 2025; preparing the Audit Committee’s activity report for 2024; selecting, reviewing and
recommending the appointment of the financial auditor for the financial years 2026–2028; and selecting,
reviewing and recommending the appointment of the internal auditor for the period September 2025 –
December 2027.
The Board and the Audit Committee are attentive to emerging developments related to information
technology and artificial intelligence, and ensure that risk management policies and procedures include
measures to address identified ICT risks, with a view to mitigating cybersecurity risks.
Lion Capital does not use artificial intelligence in the portfolio management process (the selection of
investment opportunities or the execution of trading orders) or in the risk management process. The
applications used are predominantly developed internally within the IT department, with the assistance of
portfolio or risk analysts, while externally developed applications (e.g., the SFC365 application) are
managed internally by the relevant business units.
Lion Capital does not store information in the cloud, except for emails, which are managed through the
Microsoft 365 platform. For proprietary applications and collaborative document drafting, Lion Capital
uses SharePoint Server (on-premises), meaning that the organization installs and maintains the software
on its own servers and infrastructure.
Lion Capital’s Business Continuity and Disaster Recovery Plan (BCP/DRP) was revised in the second half
of 2024 and approved by the Board of Directors in January 2025, together with the annual BCP/DRP testing
plan.
In accordance with the annual BCP/DRP testing plan, both IT systems tests and simulations of incidents
that could jeopardize the integrity or operational security of Lion Capital were carried out. The semi-annual
assessments of the Business Continuity and Emergency Preparedness Plan (including the results of the
tests performed) were presented to senior management in June and December 2025.
The report on the Audit Committee’s activity in 2024, accompanied by the Evaluation of the risk
management and internal control system for 2024, was submitted to the Financial Supervisory Authority
on June 30, 2025, 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
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 2025, the Nomination and Remuneration Committee had the following composition:
- During January – April: Mr Sorin MARICA - Chairman of the committee, Mr Marcel PFISTER - member,
and Mr Ionel-Marian CIUCIOI - member.
- During April – December: Mr Sorin MARICA - Chairman of the committee, Mr Marcel PFISTER - member,
and Mr Rachid EL LAKIS - member.
During the year 2025, the Nomination and Remuneration Committee convened 17 times, with meetings
primarily focused on the following topics: preliminary assessment of the persons proposed for the position
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
44
of Board member, 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 2024; the performance evaluation of the executive
management for 2025; and the review and recommendation for awarding variable compensation to
employees and executives based on the achievement of 2025 objectives.
The Activity Report of the Nomination and Remuneration Committee for the year 2025 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 (Executive) 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 (executive) 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.
On April 28, 2025, considering the resolutions adopted on the same date by the Nomination and
Remuneration Committee, as well as the provisions of the Articles of Association of Lion Capital, the Board
of Directors approved the prior assessment and appointment of Mr Bogdan-Alexandru Drăgoi as Chief
Executive Officer for a four-year mandate (April 26, 2025 – April 26, 2029), delegating executive
management powers to him in accordance with Law No. 31/1990 and the Articles of Association. The
effective exercise of the mandate was subject to authorization by the Financial Supervisory Authority (ASF).
Subsequently, pursuant to ASF Authorization no. 54/May 15, 2025, the authority approved the appointment
of Mr Bogdan-Alexandru Drăgoi as a member of the Company’s Senior Management. Accordingly, the
composition of the Senior Management of Lion Capital is as follows: Mr Bogdan-Alexandru Drăgoi – Chief
Executive Officer; Mr Laurențiu Riviș – Director; and Mr Florin-Daniel Gavrilă – Director.
At its meeting held on December 19, 2025, the Board of Directors approved the extension of Mr Laurențiu
Riviș’s mandate as Director for a period of four (4) years, commencing on February 25, 2026, and ending
on February 25, 2030. The Financial Supervisory Authority. B y Authorisation no. 11 dated February 6, 2026,
ASF authorised Mr Laurențiu Riviș as a director of Lion Capital S.A., for a term of office of four years starting
February 25, 2026.
The composition of the executive management as of December 31, 2025:
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;
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),
and re-authorized on December 29, 2023.
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
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The CVs 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
5
No. of shares
%
of share capital
Bogdan
-
Alexandru DRĂGOI
Chairman
–
CEO
3
,
443
,
633
0
.
678535%
Rachid El Lakis
Vice
-
Chairman
21
,
852
0
.
004306%
Sorin MARICA
Non
-
executive administrator
-
-
Marcel PFISTER
Non
-
executive administrator
48
,
309
0
.
009519%
Florin
-
Daniel Gavrilă
Director
56
,
950
0
.
011222%
Laurențiu RIVIȘ
Director
114
,
110
0
.
022484%
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.
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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.
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 permanent 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 of Directors. At the Company level, the Risk Management Office reports to
the Board of Directors and is responsible for identifying, assessing, measuring and reporting risks both at the
organizational level and at an individual level. Hierarchically and functionally, it operates independently from
the Company’s other departments and activities.
Ms Adina Eleonora Hodăjeu has been holding the position of Risk Management Officer since March 9, 2018
(ASF register number: PFR13.2FARA/020053).
As of 4 August 2025, the Risk Management Office was reinforced with an additional employee appointed as
Risk Control Specialist. In December, Lion Capital completed the preliminary assessment steps to evaluate
the suitability of this individual for the position of Risk Control Specialist, with a view to proposing their
appointment as the Person Responsible for Risk Management. Following a favourable assessment, the
application was submitted for authorization for the role of Person Responsible for Risk Assessment and
Management – representing the Risk Management Office within Lion Capital.
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.
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 2025 was approved by the Board
of Directors in January 2025.
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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 2025, the Board approved maintaining a medium risk appetite for the following 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 2025, the Board of Directors approved maintaining the Company’s overall risk classification at a
MEDIUM level for the following 12 months (until the next annual evaluation), provided that periodic
monitoring does not indicate a need for adjustments.
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 2025
Investigation and Control Plan approved by the company's Board of Directors, ASF Regulations no.
10/2015, no. 9/2014, EU Regulation no. 231/2013, operational procedures, and internal regulations.
Within the scope of compliance monitoring and control activities carried out during 2025, verifications
were conducted regarding the observance of internal procedures and of the legislation applicable to the
capital market in relation to the following activities:
• trading in financial instruments;
• valuation of assets for the purpose of calculating net asset value;
• compliance with legal transparency and reporting requirements;
• calculation and payment of the monthly contribution of 0.0078% of net assets to ASF;
• training, professional development and performance evaluation of employees;
• prevention and combating of money laundering and terrorist financing through the capital market;
• compliance with international sanctions regimes;
• compliance with legal provisions and internal procedures concerning the prevention and/or
management of conflicts of interest, the regime of inside information and personal transactions;
• verifications related to the risk control framework;
• assessment and management of operational risks generated by the IT systems in use.
Following compliance monitoring and control activities, it was ascertained that the activities subject to
review comply with capital market legislation, regulations, and internal procedures.
Based on control activities, proposals and recommendations were made to improve activities and work
procedures.
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During 2025, the following individuals were active within the Compliance Department:
• Mr Ioan Eugen Cristea (March 21, 2025 – November 15, 2025), authorised as the Company’s Compliance
Officer by ASF Authorisation no. 27 of March 21, 2025, and registered in the ASF public register under no.
PFR 14 RCCO/020047. Mr. Cristea carried out his duties until November 15, 2025, when his individual
employment agreement terminated, upon reaching its term.
• Mr Păunel-Ilie Gavra (January 1, 2025 – December 31, 2025), authorised pursuant to ASF Decision no.
155/15.11.2022.
• Mr Cătălin Nae-Șerban (December 17, 2025 – December 21, 2025), authorized by ASF Decision no.
157/17.12.2025.
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.
Objectives for 2026. In 2026, the compliance office’s activities will be carried out in accordance with the
Activity and Control Plan for 2026, 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.
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 Company’s activities are subject to periodic internal audit, with the purpose of providing an
independent assessment of its operations, internal control framework and governance processes. The
internal audit function evaluates potential risk exposure across various areas of activity (including asset
safeguarding, compliance with laws and contractual obligations, and the integrity of operational and
financial information), issues recommendations for the improvement of systems, controls and procedures
to ensure the efficiency and effectiveness of operations, and monitors the implementation of corrective
actions and the results achieved.
The internal audit activity is carried out in accordance with the annual audit plan, prepared in line with the
Company’s objectives. The internal audit plan and the resources required for its implementation are
reviewed by the Audit Committee and approved by the Board of Directors, ensuring that all of the
Company’s activities and operations are subject to periodic audit coverage.
The internal audit function maintains a multi-year audit plan covering all auditable activities and processes
within the Company. Internal audit engagements are included in the plan based on a risk assessment of
auditable areas, for the purpose of establishing audit priorities.
The internal audit activity is conducted in accordance with the International Standards for the Professional
Practice of Internal Auditing.
Internal audit is performed in the following forms: evaluation of management and internal control systems
(systems audit); evaluation of results against established objectives and examination of actual impact
(performance audit); and assurance regarding compliance of procedures and operations with applicable
legal requirements (compliance audit).
The internal audit function is independent and objective, providing assurance to the Company regarding
the level of control over its operations, and is carried out in accordance with procedures established for
the performance of the activity. For each internal audit engagement, a detailed audit program is prepared,
specifying the scope, objectives, allocated resources and timeframe.
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The objectives of internal audit include supporting the Company in identifying and assessing significant
risks in order to provide an independent evaluation of risk management, control and governance
processes, and assisting the Company in maintaining an efficient and effective internal control system.
The main activities and operations of the Company subject to internal audit during 2025 were as follows:
• compliance with operational procedures, internal regulations, delegated authority and decision-
making limits, and the specific legal framework governing the execution, recording and settlement of
transactions in financial instruments;
• compliance with the procedure governing the implementation within Lion Capital of the legal provisions
on the prevention and combating of money laundering and terrorist financing;
• compliance with operational procedures, internal regulations and the policy for managing Lion
Capital’s significant risks;
• compliance with the operational procedures specific to the Finance Department;
• compliance with the operational procedures, internal regulations and the legal framework applicable
to the Compliance Office;
• management of the portfolio of money market instruments and investments in municipal and corporate
bonds, substantiation of investment/divestment decisions in such instruments, and compliance with
the approved authority limits.
Non-audit activities performed:
• preparation of the annual internal audit plan for the following period;
• other administrative activities.
The internal auditor reports to the Audit Committee and the Board of Directors of Lion Capital on the scope
of the audit activity, its results, conclusions, recommendations and proposals. No significant issues were
identified that would require the intervention of the Board of Directors.
The internal audit function considers that the activities and operations carried out by Lion Capital during
2025 that were subject to audit were conducted in accordance with the Company’s policies, programs and
management framework, and in compliance with applicable legal provisions and internal regulations.
No significant issues were identified that would require the intervention of the Board of Directors.
Objectives for 2026:
The objectives of the internal audit function are:
• to support the Company in identifying and assessing significant risks, in order to provide an
independent evaluation of risk management, control and governance processes;
• to assist the Company in maintaining an efficient and effective internal control system.
In order to meet the overall audit objectives, the internal auditor has planned the 2026 activity so that audit
coverage will include the Company’s main organizational units and activities. The primary objective is the
timely completion of the audit engagements approved by the Board of Directors under the 2026 audit plan,
in order to provide assurance to management regarding the level of control over the operations carried out
within Lion Capital.
The internal audit activity of Lion Capital is outsourced, starting with September 4, 2025, to the firm Diligent
Consult SRL based in Brașov, Romania, to that date the activity was carried out by the firm New Audit SRL
from Arad, Romania.
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.
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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.
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 2025, the Board of Directors of Lion Capital convened OGMs for April 24 (25), 2025, and
July 12 (13), 2025, and EGMs for April 24 (25), 2025, July 12 (13), 2025, and December 22 (23), 2025.
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 April 24, 2025, and December 22, 2025, the suspension
of the exercise of the voting right was made pursuant to art. 105 par. (2) of Law no. 31/1990, for the
1,500,000 and respectively 1,100,000 treasury shares, acquired in the public tender offers conducted
during September 25 - October 8, 2024, and respectively October 13 – October 28, 2025.
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Right to Dividend • Lion Capital, through its dividend policy, seeks to maintain an optimal balance
between the distribution of returns to shareholders and the need to finance future development through
the reinvestment of generated profits. This strategic approach simultaneously aims to strengthen the long-
term investment attractiveness of Lion Capital shares and to preserve the Company’s growth capacity,
thereby ensuring sustainable profitability that contributes to the maximisation of value generated for
shareholders.
The determination of the specific allocation of net profit, as well as the proportion to be distributed, falls
within the prerogative of the General Meeting of Shareholders. The decision-making process incorporates
a rigorous assessment of the sustainability of the proposed measure, the prevailing macroeconomic
environment, and comparative returns observed in capital markets, thereby ensuring that distribution
decisions are underpinned by a robust analytical framework. The remuneration of Lion Capital’s
shareholders may be implemented, in a transparent, equitable, and financially and fiscally efficient
manner, through any of the strategic options adopted: the distribution of cash dividends; the reinvestment
of profit with the expectation of an appreciation in the share price at least equivalent to the undistributed
dividend; or the implementation of share buyback programs.
The proposals of the Board of Directors regarding profit allocation, the resolutions of the General Meeting
of Shareholders in this respect, as well as the dividend payment timetable and mechanisms, are publicly
disclosed by the Company in accordance with the applicable regulatory framework. This practice ensures
comprehensive and timely information for shareholders, facilitating well-informed investment decisions
and the equitable exercise of shareholders’ rights.
The OGM on April 24, 2025, approved the allocation of the entire net profit for the financial year 2024, in
the amount of RON 161,734,652, 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 disseminating clear, accurate and
complete information, published in compliance with the applicable regulatory deadlines and presented in
a manner that enables investors to properly assess the Company’s financial position, performance and
prospects.
Lion Capital’s communication with investors and other capital market participants is governed by a set of
overarching principles designed to ensure transparency, fair treatment of investors, compliance with
applicable regulatory requirements, and the reinforcement of confidence in the functioning of the capital
market. Lion Capital recognises the importance of disseminating information that is clear, accurate,
complete, and published in accordance with the regulated timelines, and presented in a manner that
allows investors to adequately assess the company’s financial position, performance, and prospects.
Lion Capital ensures the uniform and simultaneous distribution of information through official
communication channels, preventing any form of selective or preferential disclosure. Effective and
regulation-compliant communication involves the timely and accurate disclosure of information that may
influence investors’ decisions. Lion Capital provides investors with relevant information through periodic
and ongoing disclosures, in accordance with applicable legislation, which are simultaneously submitted
to the Bucharest Stock Exchange, the Financial Supervisory Authority and published on the Company’s
website.
Information relating to the Company’s activity considered likely to influence the market price of its shares
was disclosed through current reports or press releases, submitted to the market within 24 hours and
made immediately available to investors both on the website of the Bucharest Stock Exchange and on the
Company’s own website, www.lion-capital.ro.
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.
Lion Capital approaches public communication in a responsible and coherent manner as an integral part
of its corporate governance framework, with the objective of strengthening the confidence of
shareholders, investors and other capital market participants. In this context, the Company may use
mass-media communication tools such as announcements, press releases and statements, interviews,
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informational materials and the exercise of the right of reply, in accordance with applicable legislation and
internal policies.
Efforts were also made in 2025, 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, and Bucharest, 46-48 S.V.
Rahmaninov Street, 3rd floor, Sector 2, tel: +4021 311 1647 email: investitori@lion-capital.ro, with
Mr Claudiu Horeanu as the contact person.
Lion Capital’s Investor Communication Policy, which sets out the general framework, principles and rules
governing communication between the Company and capital market participants, including investors,
shareholders, analysts and other stakeholders, is published on the Company’s website, under the
Corporate Governance section.
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.
The Code of Ethics and Professional Conduct
Lion Capital has adopted a new Code of Ethics and Professional Conduct, the purpose of which is to
define and communicate, to all stakeholders, the set of core values, principles and ethical standards
governing the Company’s activities and the professional conduct of its management and employees. The
Code establishes the reference framework for ethical and responsible behaviour, ensuring compliance
with capital markets and investment funds legislation, regulations issued by the competent authorities,
recognised industry best practices, as well as the Company’s internal regulatory framework. At the same
time, it aims to uphold the highest standards of integrity and professionalism in relations with
shareholders, supervisory authorities, business partners and colleagues.
The rules of conduct set out in the Code of Ethics and Professional Conduct are mandatorily applicable
to all Lion Capital personnel, regardless of hierarchical level or the nature of their employment or
collaboration relationship, including seconded or delegated staff.
The document is published on the Company’s website, under the Corporate Governance section.
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, the Code
of Ethics and Professional Conduct, Internal Rules, 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 2025.
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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
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.
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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
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 20,000 has been reached during a calendar year. 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
2025 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
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
55
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 2025, 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
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 integration of sustainability-related risks into the investment decision-making process
(the ESG Policy) complements Lion Capital’s Significant Risk Management Policy and is supplemented by
the Methodology for the assessment of sustainability-related risks applicable to the investment portfolio.
The ESG Policy was revised in October 2025.
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56
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, based on the
analysis of the impact of asset management activities on the environment, is ongoing and aims to improve
the mitigation measures for managing social aspects, diversity, and sustainable governance.
Sustainability risks are considered a category of risk that can be integrated into the risk management
process, as they also affect other risks to which the Company is exposed in the course of its business
activities. The adverse impacts of investment decisions on sustainability factors are taken into account
insofar as they do not affect portfolio allocation and remain consistent with the strategy and the medium-
and long-term objectives established by the Company.
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.
Events, developments or behaviours associated with social and governance factors may also lead to a
negative impact on an entity’s assets, financial position and earnings if the probability of their occurrence
is not sufficiently well established for the valuation of the affected assets or liabilities.
Therefore, adopting and implementing ESG criteria in investments and business can help minimize these
risks and improve long-term performance.
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 the nature of its activity does not involve a significant direct impact on the environment, Lion
Capital reaffirms its commitment to environmental protection and to integrating sustainability principles
into its operating model. This approach is consistently reflected in current practices, internal policies and
the values guiding the Company’s activities.
Responsible Waste Management. Environmental protection is supported through the rigorous
management of waste generated by day-to-day operations and employees’ activities. This includes the
collection, sorting and appropriate handling of various categories of waste, such as paper, plastic,
electrical and electronic equipment, batteries, accumulators, lighting equipment and printer cartridges.
These measures contribute to reducing environmental impact and to the responsible use of resources.
Energy Efficiency. Optimising the consumption of electricity and natural gas, used for space heating and
hot water supply, represents a constant concern at both the head office and the branch level. The
initiatives implemented aim to reduce the environmental footprint while increasing operational efficiency,
through the prudent use of space, the adoption of energy-efficiency practices and the gradual upgrading
of equipment.
Digitalisation and electronic communication. In order to reduce resource consumption, Lion Capital
encourages the use of electronic communication and the digitalisation of internal processes. This
orientation contributes to lowering paper usage and the associated consumption of natural resources and
is supported by the use of energy-efficient equipment in line with ergonomic and environmental protection
standards.
Responsible Investments. As an investment fund, Lion Capital acknowledges the indirect impact that its
investment decisions may have on the environment. The Company seeks to encourage the improvement
of sustainability performance across its portfolio entities and to support the transition towards a more
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
57
responsible economy. Awareness of this role and the integration of relevant environmental criteria
represent an ongoing challenge at both company level and across the financial industry as a whole.
Social Responsibility
Lion Capital’s CSR (Corporate Social Responsibility) policy aims to ensure that its activities are conducted
ethically, with respect for human rights, while taking into account the impact of its business on society,
the economy and the environment, and maintaining transparent and honest dialogue with employees,
shareholders, stakeholders and the general public.
Lion Capital’s social responsibility is consistently reflected in the use of responsible human resources
management procedures, complying with workplace safety standards, the sound management of
environmental matters and, more broadly, the conduct of socially responsible business practices that
consider the impact of business decisions on society. All these elements are closely linked to
sustainability and to the creation of economic, social and environmental value. Accordingly, Lion Capital
operates and acts in an economically, socially and environmentally sustainable manner.
Lion Capital’s community involvement policy may materialise through both internal initiatives and
collaborations with non-governmental organisations or institutions that carry out projects aligned with the
Company’s values. Lion Capital is open to supporting projects in the fields of healthcare, education,
culture and arts, social initiatives, environmental protection, sports and expeditions (the enumeration not
constituting a hierarchy), while reserving the right to finance or not finance project proposals depending
on budget availability and the need to maintain a balanced approach across areas of interest, target groups
and geographical regions. Project funding may take the form of sponsorships, patronage or the
implementation of the Company’s own social responsibility initiatives.
By adopting an integrated approach to social responsibility, Lion Capital carefully manages environmental
issues, respects fundamental human rights and promotes diversity and equity among its employees and
partners. This strategy contributes to improving financial performance and strengthening the Fund’s
reputation, while reinforcing relationships with investors and other stakeholders.
Through the consistent promotion of professionalism, excellence and innovation, Lion Capital not only
optimises its financial performance but also supports the sustainable economic development of society.
Its success is assessed not only in financial terms, but also through its contribution to community well-
being and environmental protection, highlighting the importance of a proactive and responsible approach
to building a more equitable and healthy future.
In 2025, Lion Capital awarded scholarships to the mentor-teacher of the Mate Performanță Educational
Centre and to five students who were international mathematics olympiad medalists in 2025 and who had
been trained at this centre, and also provided financial support for other projects in the fields of education,
civic education, and the investment fund management industry.
Educational and Civic Engagement Initiatives. The company furthered its collaboration with the
Financial Supervisory Authority (ASF) and Institute of Financial Studies (IFS) through the Start2Learn:
Personal Finance program. This program aims to contribute to increasing the financial education of young
people in Romania, providing the basic notions that the student needs to begin planning their financial
goals and lay the foundations for a healthy financial life. In this context, two Lion Capital representatives,
qualified as volunteer financial education lecturers, conducted financial education sessions during the
2024–2025 and 2025-2026 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 2025 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.
The Ordinary General Meeting of Shareholders of Lion Capital, held on July 12, 2025, approved the
extension of Deloitte Audit S.R.L.’s mandate as financial auditor for a three-year period, covering the audit
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
58
of the separate financial statements and consolidated financial statements for the fiscal years 2026–2028.
The Board of Directors was authorized to negotiate and execute the corresponding audit contract.
On April 24, 2025, the Company published the separate financial statements and the consolidated
financial statements for the year ended December 31, 2024, 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 24, 2025 – accompanied by the
annual report of the administrators and the report of the independent auditor.
On May 30, 2025, the Company published the Quarterly Report as of March 31, 2025, 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 September 2, 2025, Lion Capital announced investors that the condensed interim separate Financial
Statements as of June 30, 2025, prepared pursuant to IAS 34 Interim financial reporting and the 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 ASF, with subsequent
amendments and additions, were made available to the public, at Company’s headquarters and website.
On September 30, 2025, the Company published the Consolidated Report for 1H 2025. The condensed
interim consolidated Financial Statements, as of June 30, 2025, 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 28, 2025, Lion Capital made available to the public the Consolidated Report for 3Q 2025,
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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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
59
4. FINANCIAL ANALYSIS
Lion Capital prepared the financial statements as of December 31, 2025, 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, 2025, 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
2025, compared to the preceding three financial years:
4.1 Separate Statement of Financial Position
2025 2024 2023 2022
Cash and cash equivalents (including bank deposits) 711,319,033
612,916,069 408,814,516
26,615,152
Financial assets at fair value through profit and loss 1,778,544,726
1,732,319,946 1,900,476,975
1,723,810,844
Financial assets at fair value through other comprehensive income 3,339,746,096
2,442,917,696 1,977,331,822
1,624,523,020
Investments recorded at amortized cost 149,205,624
1,257,518 - -
Investment property, Tangible assets, Other assets 59,238,674 52,084,241 19,162,849
30,314,136
Total Assets 6,038,054,152
4,841,495,470 4,305,786,163
3,405,263,152
Deferred tax liabilities 333,046,993
230,787,752 182,852,994
136,546,721
Other liabilities (payable dividends, leasing, deferred revenues) 5,878,569 17,092,258 22,561,385
25,863,246
Total liabilities and deferred revenues 338,925,562
247,880,009 205,414,379
162,409,967
Share capital 50,751,006
50,751,006 50,751,006
50,751,006
Treasury shares (including costs related to the repurchase) (3,850,000) (7,221,000) (2,494,800) -
Retained earnings 1,295,729,921
983,800,944 1,243,688,988
832,847,626
Other equity elements (other reserves, legal reserves, benefits granted) 2,301,837,719 2,131,742,804 1,713,021,682
1,617,427,194
Reserves from revaluation of financial assets through other items of
comprehensive income
2,054,659,945
1,434,541,708 1,095,404,908
741,827,359
Total Equity 5,699,128,590
4,593,615,461 4,100,371,784
3,242,853,185
Total Liabilities and Equity 6,038,054,152
4,841,495,470 4,305,786,163
3,405,263,152
Cash and cash equivalents include all the Company's liquid investments in term bank deposits, current
accounts, and cash on hand. The significant increase compared to 2024 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 increase in the position Financial assets measured at fair value
through profit or loss compared to 2024 is attributable to value increases resulting from fair value
differences related to holdings in unlisted entities or entities without an active market.
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 stock market
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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
60
developments on the Company's portfolio of minority investments in 2025 (mainly the advances of listed
financial companies); and (2) significant net investments made in this asset category during 2025.
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, 2025, the fair value of the Company’s investment property is of
RON 10.74m. 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 / 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 2025.
Shareholders’ equity constitutes the majority of the liabilities structure. Its value increased by 24%
compared to the previous year, as both net profit and amounts recorded in other comprehensive income
have favourably affected equity, as follows:
• The increase in retained earnings is primarily driven by the difference between the current year’s 2025
result (RON 470.88m) 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 89% compared to the end of 2024, reflects the impact of
recognizing favourable fair value adjustments on financial assets in this category (including shares in
companies where Lion Capital 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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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
61
4.2 Separate Statement of Profit and Loss and Other Comprehensive Income
2025 2024 2023 2022
Income, of which: 264,556,331 229,642,350 166,278,370
174,916,193
Dividend Income 197,609,580
194,431,012 151,903,565
166,188,008
Interest Income 66,624,843 34,549,315 14,289,563
8,709,566
Other Operating Income 321,908 662,022 85,242
18,619
Gain/(Loss) on Investments, of which: 267,731,463 (20,671,893) 296,845,895
(47,396,502)
Gain/(Loss) on Foreign Exchange Differences 4,568,637 4,275 1,165,018
(20,400)
Gain/(Loss) on Investment Property (1,176,025) (76,045) 1,400,035
10,042
Gain / (Loss) on Financial Assets at Fair Value
Through Profit and Loss
264,338,852
(20,600,123) 294,280,842
(47,386,144)
Expenses, of which: (33,564,205) (32,733,068) (27,526,925) (24,393,742)
Expenses/Reversals on Adjustments for Impairment - - -
566,018
Commissions Expenses (6,540,405) (5,768,681) (5,068,294) (4,350,043)
Other Operating Expenses (27,023,800) (26,964,387) (22,458,631) (20,609,717)
Profit Before Tax 498,723,589 176,237,389 435,597,340
103,125,949
Income Tax (27,841,324) (14,502,738) (18,342,208) (7,658,801)
Net Profit for the Period 470,882,265 161,734,652 417,255,132
95,467,148
Other Comprehensive Income 622,899,602 336,115,962 442,630,926
(240,290,182)
Total Comprehensive Income for the Period 1,093,781,867 497,850,614 859,886,058
(144,823,034)
The course of income items with significant contribution is as follows:
Dividend income recorded a slight increase in 2025, standing 1.6% above the level of 2024. This increase
is mainly attributable to the fact that the principal local listed banks in Lion Capital’s portfolio resumed
dividend distributions to shareholders.
Interest income includes interest related to bank deposits, bonds, government securities, loans granted
to subsidiaries, as well as the financing component attached to financial asset disposal agreements. In
2025, interest income increased significantly compared to the level recorded in the previous year.
The category Other operating income generally includes amounts recovered by the Company from court
cost reimbursements and other occasional income.
Gain / (Loss) on investments – the result recorded in 2025 was positively influenced by favourable fair value
differences related to financial assets measured at fair value through profit or loss, in accordance with
IFRS 9. These investments include both holdings in subsidiaries excluded from the consolidation perimeter
following the recognition of the Company’s status as an investment entity, as well as investments in fund
units issued by closed-end investment funds. The main contributors to the favourable fair value
differences were holdings in listed subsidiaries and associates.
Commission expenses include fees payable to regulatory authorities, the depository, the stock exchange
and intermediaries. Their level recorded a slight increase compared to the values reported in 2024, similar
to the category Other operating expenses, which includes staff and management salaries, taxes and duties
payable, and other expenses related to the Company’s operations. Total expenses for 2025 exceeded
those recorded in 2024, reflecting the positive performance recorded by Lion Capital during 2025.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025

4.3 Separate Cash Flow Statement

2025 2024 2023 2022
Operating Activities









Profit net al perioadei

470
,
882
,
265

161,734,652

417
,
255
,
132

95
,
467
,
148

Adjustments for:





Amortization of tangible and intangible assets

645
,
978

554,389

526
,
264

553
,
220

Net (Gain) / Loss on disposal of tangible assets

(28)

(90,876)

-

-

Gain on valuation of investment property

1
,
176
,
025

(4,275)

(1
,
400
,
035)

(10
,
042)

(Net gain) / Net loss from financial assets at FVTPL

(264
,
338
,
852)

20,600,123

(294
,
280
,
842)

47
,
386
,
144

Dividend income

(197
,
609
,
580)

(194,431,012)

(151
,
903
,
565)

(166
,
188
,
008)

Interest income

(66
,
624
,
843)

(34,549,315)

(14
,
289
,
563)

(8
,
709
,
566)

Expense with interest related to leasing agreements

127
,
827

17,297

22
,
234

37
,
655

Gain)/Loss on exchange rate differences assets / financial liabilities and
other revenues/expenses
(3,793,249) 76,045 (136,295) (1,344,661)
Benefits granted in equity instruments

3
,
674
,
267

3,179,550

2
,
315
,
317

2
,
000
,
537

Income tax

27
,
841
,
324

14,502,738

18
,
342
,
208

7
,
658
,
801

Changes in assets and liabilities related to operating activities





Changes in other assets

(671
,
689)

121,205

109
,
301

(1
,
394
,
848)

Changes in other liabilities

286
,
118

1,642,201

(675
,
389)

4
,
438
,
258

Income tax paid

(7
,
735
,
394)

(14,170,287)

(19
,
871
,
237)

-

Net cash (used in) / from operating activities, of which:

(36
,
139
,
832)

(40,
817,572
)

(43
,
986
,
470)

(20
,
105
,
362)

Investment activities





Payments for purchase of financial assets at FVTOCI

(254
,
255
,
312)

(83,373,322)

(23
,
748
,
220)

(357
,
337
,
857)

Proceeds from the sale of financial assets at FVTOCI

41
,
300
,
509

426,359

183
,
810
,
181

8
,
378
,
030

(Investments) / Proceeds from deposits with term longer than 3 months


-

-

79
,
198
,
863

Proceeds from sale of assets at FVTPL

282
,
084
,
607

2
30,699,399

168
,
740
,
454

27
,
193
,
910

Payments for purchase of assets at FVTPL

(34
,
999
,
978)

(111,024,212)

(56
,
689
,
483)

(115
,
657
,
463)

Proceeds/(Payments) for purchase of assets recorded at amortized cost

(141,051,265)

(1,242,744)



Payments for purchases of tangible assets

(89,870)

(428,356)

(73
,
588)

(231
,
500)

Proceeds from sale of assets and investment property

12,729

2,090,358

464
,
057

-

Dividends collected

181
,
661
,
235

185,679,001

146
,
223
,
963

159
,
092
,
059

Interest collected

64
,
071
,
688

29,750,622

12
,
674
,
637

5
,
452
,
918

Net cash (used in) / from investment activities

138
,
734
,
341

25
2
,
577,
1
05

431
,
402
,
001

(193
,
911
,
040)

Financing activities





Payments related to leasing

(306
,
196)

(274,831)

(287
,
920)

(295
,
131)

Dividends paid

(35
,
350)

(70,118)

(155
,
454)

(19
,
199
,
846)

Repurchase of own shares

(3
,
850
,
000)

(7,313,032)

(4
,
772
,
793)

-

Net cash (used in) / from financing activities

(4
,
191
,
546)

(7,657,980)

(5
,
216
,
166)

(19
,
494
,
976)

Increase / (decrease) in net cash and cash equivalents

98
,
402
,
963

204,101,552

382
,
199
,
365

(233
,
511
,
378)

Cash and cash equivalents on January 1st

612
,
916
,
069

408,814,516

26
,
615
,
152

260
,
126
,
530

Cash and cash equivalents on December 31st

711,319,032

612,916,06
9

408
,
814
,
517

26
,
615
,
152

In 2025, net cash generated from investing activities amounted to RON 138.7m, mainly reflecting dividends
collected (RON 182million) and payments made for investments. These movements resulted in an increase in
the cash and cash equivalents position as of December 31, 2025, compared with the beginning of the reporting
period.


62

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63
4.4 Implementation of Budget for 2025, Summary Statement
Implementation of Budget for 2025
Result for
2024
Provisions
for 2025
Result for
2025
+/- vs.
budget
Total income
229,642,350 166,371,463 267,368,461 +61%
Net gain/(loss) on investment
(20,671,893)
268,851,472
Operating expenses
32,733,068 42,147,918 37,496,343 -11%
Profit before tax
176,237,389 124,223,545
498,723,589
+301%
Income tax (including tax on gross dividends due)
14,502,738 7,200,000 27,841,324 +74%
Net profit for the year
161,734,652 117,023,545 470,882,265 +302%
The total volume of income generated was 61% above the projections for 2025 and 16% higher than the
level recorded in 2024. The dynamics of the main variables are presented in the Statement of Profit or Loss
and Other Comprehensive Income.
The net result from investments increased significantly compared to 2024, as this component was
positively influenced by the mark-to-market measurement of assets classified at fair value through profit
or loss, in accordance with IFRS 9.
Operating expenses incurred in 2025 were 11% below the budgeted level and approximately 14.6% higher
than the level recorded in 2024.
Gross profit, amounting to RON 498.72m, exceeded the projections for 2025, primarily as a result of gains
from investments.
The net profit for the year, amounting to RON 470.88m, was above the projected level for 2025.
Investment gains recorded in 2025 played a decisive role in the Company’s performance.

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64
5. OTHER SIGNIFICANT INFORMATION
Publication of Preliminary Financial Results for 2024
On February 28, 2025, Lion Capital published the preliminary financial results for the year ended December
31, 2024, prepared in accordance with IFRS. The information was disclosed to the market (Bucharest Stock
Exchange) and published on the Company’s website at www.lion-capital.ro.
Convening of the OGMS and EGMS for April 24 (25), 2025
The Board of Directors of Lion Capital SA, meeting on March 20, 2025, convened, pursuant to Article 117
of Law no. 31/1990, the Ordinary General Meeting of Shareholders (OGMS) for April 24, 2025, at 10:00 a.m.,
and the Extraordinary General Meeting of Shareholders (EGMS) for April 24, 2025, at 12:00 p.m., to take
place at the Company's headquarters in Arad, 35A Calea Victoriei, and if the validity conditions are not to
be met on first call, the meetings are reconvened for April 25, 2025, at the same hours, with the same
agenda and at the same location.
The OGMS and EGMS convening notice was published on the Company’s website, www.lion-capital.ro,
under the section Investor Relations • General Meetings of Shareholders.
Authorization of Compliance Officer
On March 24, 2025, Lion Capital SA informed shareholders and investors that, by ASF Authorization no. 27
dated 21.03.2025, Mr Ioan Eugen Cristea was authorized as the Company’s Compliance Officer and is
registered in the ASF public register under no. PFR 14 RCCO/020047.
Completing the compliance office to two members ensures the permanence of this key-function and the
optimal fulfilment of the regulated duties and responsibilities. Following the ASF authorisation, in the
compliance office will activate the following persons: Mr Păunel-Ilie Gavra and M. Ioan-Eugen Cristea.
Completion of Share-based Payment Plan
By Current Report dated February 6, 2024, the Company has informed the shareholders upon the approval
by the Board of Directors of the “Share-based Payment Plan” (Stock Option Plan), by which 990,000 shares
issued by the Company were offered to the members of Company’s management, as per the resolutions
no. 4 and no. 5 adopted by the Extraordinary General Meeting of Shareholders on April 27, 2023.
At the same time, with the same current report, it was published the “Disclosure document concerning the
shares offered or allotted to members of Lion Capital management”, prepared as per Regulation (EU)
2017/1129 and ASF Regulation no. 5/2018.
Lion Capital informed the investors that upon completing the term of 12 months from the signing of the
share-based payment agreements, 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.
By Letter no. 8482 of March 21, 2025, registered at Lion Capital under no. 528 on March 24, 2025,
Depozitarul Central (Central Depository) communicated that, on March 20, 2025, carried out the direct
transfer of shares in accordance with the regulations in force. The information provided in art. 19 of
Regulation (EU) 2014/596 will be 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, the said current report represents the “Disclosure Document Concerning the Shares Allotted”,
within the meaning of the provisions of Regulation (EU) 2017/1129 and ASF Regulation no. 5/2018.
Revocation of a Board Decision
On March 31, 2025, Lion Capital S.A. informed investors that, during the Board of Directors meeting held,
it was decided to revoke Board of Directors’ Decision no. 3 dated November 28, 2024, which had approved
the appointment of Mr Rachid El Lakis as interim administrator and Vice-Chairman of the Board of
Directors of Lion Capital S.A., filling the vacancy resulting from the resignation of Mr Radu Răzvan Străuț.
The revocation of Board of Directors Decision no. 3 dated November 28, 2024, occurs in the context in
which the term of office of the Board of Directors elected at the Lion Capital’s Ordinary General Meeting of

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Shareholder of October 31, 2024, is set to begin on April 26, 2025, subject to the authorization of the
administrators (members of the Board of Directors) by the Financial Supervisory Authority, a procedure
that is currently ongoing as of the date of this current report. Given the short remaining duration of the
interim mandate, the Board of Directors has determined that maintaining the decision subject to
revocation is no longer justified, and consequently, the authorization request for the position of interim
administrator will also be withdrawn.
Completion of the agenda for the OGM convened for April 24 (25), 2025
Following a request from the shareholder Blue Capital S.R.L. (holder of 8.47% of Lion Capital’s share
capital), on April 8, 2025, the Board of Directors of Lion Capital S.A. resolved to supplement the agenda of
the ordinary general meeting of shareholders (AGOA) convened for April 24 (25), 2025. An alternative option
was added to item 4 regarding the allocation of the 2024 profit. The proposal provides for the distribution
of the 2024 net profit of RON 161.7m as follows: RON 80.9m as gross dividends, equivalent to RON 0.1593
per share, and RON 80.9m allocated to “Other Reserves” as own financing sources, with May 26, 2025,
proposed as the payment date.
Authorization of the company’s directors
Lion Capital S.A. informed investors that, under ASF Authorization no. 41/17.04.2025, the Financial
Supervisory Authority authorized Mr Drăgoi Bogdan-Alexandru, Mr Pfister Marcel Heinz, and Mr Marica
Sorin as members of the Board of Directors of Lion Capital S.A. for a four-year term starting April 26, 2025,
pursuant to OGM Resolution no. 3 of October 31, 2024.
The same authorization also updated the company’s authorization conditions following the inclusion of
Mr. Rachid El Lakis on the Board of Directors for a four-year term, starting on the same date.
Accordingly, the Board of Directors of Lion Capital S.A., authorized by ASF Authorization no. 41/17.04.2025
as of April 26, 2025, is composed of Bogdan-Alexandru Drăgoi, Rachid El Lakis, Marcel Heinz Pfister, and
Sorin Marica.
OGM and EGM of April 24, 2025
The ordinary (OGM) and extraordinary (EGM) general meetings of shareholders of Lion Capital S.A. took
place at first call on April 24, 2025. All documents and resolutions adopted are available on the
company’s website, www.lion-capital.ro, under Investor Relations → General Meetings of Shareholders.
OGM approved:
•
the separate and consolidated financial statements for the 2024 FY, the Board’s and auditor’s
reports, and the remuneration report;
•
the allocation of the net profit for 2024 FY (RON 161.7m) to Other Reserves;
•
the discharge of directors for the 2024 FY;
•
the 2025 income and expenses budget and the activity program;
•
maintaining the current level of directors’ remuneration and the general limits for additional
remuneration and for directors;
•
the election of Mr Ion Stancu as director for the 2025–2029 term, with the exercise of duties following
ASF authorization;
•
the update of the Remuneration Policy.
EGM approved:
•
the implementation of Buyback Program 9 for a maximum of 1.1 million LION shares (at prices
between RON 0.1 and 9.1454 per share, over a period of up to 18 months), for free allocation to
management under a Stock Option Plan;
•
the use of the acquired shares to retain and reward directors and executives;
•
the update of the company’s main activity according to the new CAEN Rev.3 classification, with
consequential amendments to the Articles of Association.
Board of Directors resolutions and ASF authorisation regarding company management
At its April 26, 2025, meeting, the Board of Directors elected Mr Bogdan-Alexandru Drăgoi as Chairman and
Mr Rachid El Lakis as Vice-Chairman of the Board.

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On April 28, 2025, taking into account the same-day resolutions of the Nomination and Remuneration
Committee and the provisions of the Articles of Association of Lion Capital, the Board approved the
preliminary assessment and the appointment of Mr Bogdan-Alexandru Drăgoi as Chief Executive Officer
for a four-year term (April 26, 2025 – April 26, 2029), delegating executive management to him under Law
no. 31/1990 and the Articles of Association. The exercise of the mandate was subject to ASF authorization.
Subsequently, under ASF Authorisation no. 54/15 May 2025, the authority approved the appointment of
Mr Bogdan-Alexandru Drăgoi as a member of the company’s Senior Management, establishing the
composition of Lion Capital’s Senior Management as follows: Mr Bogdan-Alexandru Drăgoi – CEO;
Mr Laurențiu Riviș – Director; and Mr Florin-Daniel Gavrilă – Director.
Notification under art. 71(1) of Law 24/2017
Lion Capital informed investors that, on May 8, 2025, it received a Notification regarding the change of the
shareholding threshold in Lion Capital S.A., prepared under art. 71(1) of Law no. 24/2017(R) and ASF
Regulation no. 5/2018 (Annex 18) from DAYRICH (CYPRUS) LTD.
The notification was published together with the current report issued by the company.
Share allocation to management
Lion Capital S.A. informed investors that, under the EGM resolutions of April 24, 2025 – Resolution no. 3 on
the implementation of Program 9 to repurchase own shares, and Resolution no. 4 on the use of such shares
under a Stock Option Plan – the Board of Directors approved on May 26, 2025, the free allocation of 880,000
shares to members of management (directors and executives) under the Stock Option Plan. This measure
aims to retain and reward management for their contribution to the company’s activities. The current
report was accompanied by the Disclosure Document on the allocation of shares to Lion Capital’s
management, prepared in accordance with EU Regulation no. 1129/2017 and ASF Regulation no. 5/2018.
Litigation regarding the use of the “Lion Capital” trade name
Lion Capital S.A. informed investors, via the current report of May 28, 2025, that the Bucharest Tribunal, in
case no. 38735/3/2023, filed by Lion Capital LLP (UK), partially upheld the claim regarding intellectual
property rights over the name “Lion Capital.” The court ordered the company to change its trade name to
avoid infringing the claimant’s rights, prohibited the use of the current name in commercial activities, on
the websites www.sif1.ro/ro and www.lion-capital.ro, and on the Bucharest Stock Exchange, and ordered
the deletion of the domain lion-capital.ro. Other claims, including the request to cancel the trade name
“Lion Capital S.A.,” were rejected.
The ruling of May 27, 2025, issued by the Bucharest Tribunal in case no. 38735/3/2023 is not final and may
be appealed within 30 days of notification.
Following up on the report of May 28, 2025, the current report dated August 8, 2025, it was announced that
Lion Capital had filed an appeal with the Bucharest Court against Judgment no. 748/27.05.2025 in case
no. 38735/3/2023, concerning the intellectual property action initiated by Lion Capital LLP (UK) regarding
the commercial use of the “Lion Capital” name by the company. Lion Capital will keep investors informed
on the outcome of the appeal and the ongoing litigation.
Management transactions under art. 19 of EU Regulation no. 596/2014
Lion Capital S.A. informed shareholders and investors on June 26 and 27, 2025, regarding transactions
carried out by Mr Bogdan-Alexandru Drăgoi, Chairman and CEO of the company, as a person discharging
managerial responsibilities.
Completion of the Share based Payment Plan
On July 1, 2025, Lion Capital informed investors via a current report that the Share based Payment Plan,
approved by the Board of Directors pursuant to AGEA Resolutions no. 3 and 4 of April 29, 2024, and initially
announced on June 11, 2024, had been completed. After the 12-month vesting period, the plan’s
beneficiaries (employees and management members) exercised their right to receive 1,500,000 LION
shares, representing 0.2956% of the share capital. According to Central Depository letter no.
21361/30.06.2025, the direct transfer of shares was executed on the same day. The information required
under Article 19 of EU Regulation 596/2014 is available on the company’s website. As there were no

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
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changes from the initially published document, the June 11, 2024, current report constitutes the
“Disclosure Document regarding the allocation of shares,” in accordance with EU Regulation 1129/2017
and ASF Regulation no. 5/2018.
Extension of Deloitte Audit SRL’s Mandate
The Ordinary General Meeting of Shareholders of Lion Capital, held on July 12, 2025, approved the
extension of Deloitte Audit S.R.L.’s mandate as financial auditor for a three-year period, covering the audit
of the separate financial statements and consolidated financial statements for the fiscal years 2026–2028.
The Board of Directors was authorized to negotiate and execute the corresponding audit contract.
EGM temporarily increases thresholds for transactions involving fixed assets
The Extraordinary General Meeting of Shareholders, held on July 12, 2025, approved that, during the
2025 FY, Lion Capital S.A. may enter into legal acts of acquisition, disposal, exchange, or pledging of fixed
assets exceeding the 20% threshold of total fixed assets (excluding fixed receivables). At the same time,
EGM established that the cumulative value of such transactions shall not exceed 50% of total fixed assets,
based on the financial statements as of December 31, 2024. The decision authorizes the Board of Directors
and the executive officers to manage these transactions at their discretion, taking into account market
opportunities and the company’s internal regulations.
Subscription of bonds issued by PK Development Holding S.A.
On August 1, 2025, Lion Capital S.A. informed investors that it had subscribed for 55 million bonds issued
by PK Development Holding S.A., a Romanian legal entity headquartered in Bucharest, with a nominal
value of EUR 1 per bond, from a total EUR 100m issuance aimed at professional private investors. The
bonds have a maximum maturity of 36 months, with the possibility of early repayment, and are secured by
a mortgage on Mall Moldova and adjacent properties in Iași, owned by Ermes Holding S.R.L.,
headquartered in Bucharest, as well as two blank promissory notes issued by the bond issuer. The
proceeds will be used to finance the ongoing operations and investment activities of the group of
companies to which the bond issuer belongs. The issuance is non-public, and the bonds will not be
admitted to trading on a regulated market or any other trading venue.
Management Transactions under Article 19 of EU Regulation 596/2014
On August 4 and 5, 2025, Lion Capital informed shareholders and investors of transactions carried out by
Mr Florin-Daniel Gavrilă, Director of the company, as a person discharging managerial responsibilities.
Publication of the condensed interim separate financial statements as of June 30, 2025
On September 2, 2025, Lion Capital S.A. announced the publication of the Condensed Interim Separate
Financial Statements as of June 30, 2025 (unaudited), prepared in accordance with IAS 34 Interim Financial
Reporting and with the International Financial Reporting Standards adopted by the European Union, as
well as with Financial Supervisory Authority (ASF) Regulation no. 39/28 December 2015 approving
accounting regulations compliant with IFRS, applicable to entities authorized, regulated, and supervised
by ASF in the Financial Instruments and Investments Sector, as amended and supplemented. The
condensed interim separate financial statements as of June 30, 2025 (unaudited), were made available to
the public at the Company’s registered office and on the Company’s website at www.lion-capital.ro •
Investor Relations • Financial Results.
Publication of the Consolidated Report for the First Half of 2025
Lion Capital published its Consolidated Report for the first half of 2025, which was disseminated to
investors and the public on September 30, 2025, at 6:00 p.m., through disclosure to the Bucharest Stock
Exchange (BVB), on the company’s website www.lion-capital.ro, and made available in print at its
headquarters in Arad, 35A Calea Victoriei.
The Consolidated Semi-Annual Report was prepared in compliance with the applicable provisions of Law
no. 24/2017, Law no. 74/2015, Law no. 243/2019, ASF Regulation no. 5/2018, ASF Regulation no. 10/2015,
ASF Regulation no. 7/2020, and ASF Norm no. 39/2015. The consolidated financial statements as of June
30, 2025, have not been audited by the company’s statutory auditor.

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The Public Tender Offer for share buyback
By Resolution of the Extraordinary General Meeting of Shareholders (EGMS) no. 1 dated April 24, 2025, Lion
Capital approved the implementation of “Program 9”, providing for the repurchase of 1,100,000 own
shares intended for free allocation to the company’s management. In order to implement this resolution,
on September 26, 2025, Lion Capital submitted to the Financial Supervisory Authority (ASF) the
documentation related to the public tender offer, with SSIF Swiss Capital S.A. acting as intermediary.
By ASF Decision no. 964/October 7, 2025, the Authority approved the offer, having an initial price of RON
3.25 per share and a subscription period between October 13–23, 2025. Subsequently, by ASF Decision
no. 1033/October 23, 2025, the Authority approved an amendment increasing the offer price to RON 3.50
per share and extending the subscription period until October 28, 2025.
According to the intermediary’s notice published on the Bucharest Stock Exchange (BVB) on October 31,
2025, a total of 2,483,001 shares were submitted under the offer (representing 225.73% of the targeted
volume), out of which 1,100,000 shares were purchased, for a total consideration of RON 3.85 million. The
settlement of the transaction was carried out through the Central Depository on October 31, 2025.
Following the completion of the offer, Lion Capital holds 1,100,000 treasury shares, representing 0.2167%
of its share capital.
Notifications pursuant to Article 71(1) of Law No. 24/2017
Lion Capital informed investors that, on October 22, 2025, it received a Notification regarding the change
in shareholding threshold in Lion Capital S.A., prepared in accordance with Article 71(1) of Law No. 24/2017
(republished) and ASF Regulation No. 5/2018 (Annex 18), from ARIS CAPITAL S.A., Bucharest.
Lion Capital informed investors that, on October 30, 2025, upon receiving a Notification regarding the
change in shareholding threshold in Lion Capital S.A., prepared in accordance with the same legal
provisions, from LONGSHIELD INVESTMENT GROUP S.A., through its management company SAI Muntenia
Invest S.A.
The notifications received were published concurrently with the current reports issued by the company.
Updated Policies Approved by the Board of Directors
The updated versions of the Policy on Corporate Social Responsibility (CSR), the Policy on Integrating
Sustainability-Related Risks into Investment Decision-Making, and the Engagement Policy and Principles
for Exercising Voting Rights for the Portfolio under the Management of Lion Capital, approved by the Board
of Directors on October 27, 2025, have been made available to the public and can be consulted on the
company’s website in the Corporate Governance section. These documents provide transparency
regarding Lion Capital’s commitments to social responsibility, sustainability, and the manner in which it
engages, as a shareholder, in the companies in its portfolio.
Termination of Compliance Officer’s Activity
Lion Capital informed investors that, as of November 15, 2025, Mr Ioan-Eugen Cristea’s activity as
Compliance Officer has terminated by mutual agreement, and the position continues to be exercised by
Mr Ilie Gavra.
Convening of the Extraordinary General Meeting of Shareholders
The Extraordinary General Meeting of Shareholders (EGM) of Lion Capital, convened for December 22 (23)
2025 (reference date: December 10, 2025), is set to approve Buyback Program 10 for up to 50.7 million
shares, at a price range of RON 0.10 to RON 10.3075 per share, for a period of up to 18 months from the
publication of the resolution in the Official Gazette. The repurchased shares will be used both to reduce
the share capital, through one or more successive operations as shares are acquired, and for free
allocation to the Company’s management (members of the Board and executive directors) and/or
employees under Stock Option Plans (SOPs), in accordance with the performance criteria to be
established by the Board of Directors for each approved SOP.
Authorization of Compliance Officer
By the means of the current report dated December 17, 2025, Lion Capital informed shareholders and
investors that, by ASF Authorisation no. 157 dated 16.12.2025, Mr. Cătălin Nae-Șerban was authorised in

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the position of compliance officer of the Company, and he is registered in the ASF public register under no.
PFR 14 RCCO/400056. Following the ASF authorisation, in the compliance office will activate the following
persons: Mr. Păunel-Ilie Gavra and Mr. Cătălin Nae-Șerban.
Resolutions of the EGM of December 22, 2025
The Extraordinary General Meeting of Shareholders of Lion Capital, held on December 22, 2025, starting
at 10:00 a.m. at the first convening, approved the items on the agenda as published in the convening
notice dated November 17, 2025. All documents and resolutions adopted are available on the company’s
website, www.lion-capital.ro, under Investor Relations → General Meetings of Shareholders.
Resolutions of the Board of Directors of Lion Capital dated December 19, 2025
The Company informed investors that, at the meeting held on December 19, 2025, the Board of Directors
of the Company approved the extension of Mr Laurențiu Riviș’s mandate as Director for a period of four (4)
years, starting on February 25, 2026, and ending on February 25, 2030. The specific duties related to the
new Director mandate shall be exercised by Mr Laurențiu Riviș only after the approval decision is issued by
the Financial Supervisory Authority. The resolution regarding the extension of Mr Laurențiu Riviș’s mandate
as Director is subject to authorisation by the Financial Supervisory Authority, and Lion Capital will duly
inform investors of the decisions adopted by the Authority.
Early Redemption of Bonds Issued by PK Development Holding S.A.
In continuation of the current report dated August 4, 2025, the shareholders and investors were announced
that, on December 30, 2025, following the early redemption, Lion Capital received in full the consideration
for the 55 million bonds issued by PK Development Holding S.A. and subscribed by Lion Capital, at the
nominal value of EUR 1 per bond, as well as the interest corresponding to the Coupon for the first six
months, in accordance with the provisions of the issuance document governing the corporate bond issue.

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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.
Lion Capital's 2026 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 2026 was submitted on January
15, 2026, for the information of investors, the Bucharest Stock Exchange, and the Financial Supervisory
Authority.
The Public Tender Offer for Shares Issued by Fondul Proprietatea (FP) initiated by Lion
Capital
On January 16, 2026, were published the documents of the public tender offer for the purchase of shares
issued Fondul Proprietatea (FP) initiated by Lion Capital and brokered by Swiss Capital S.A., approved by
ASF decision no. 28/16.01.2026. Lion Capital intended, through the public offer, to purchase a maximum
of 191,600,000 shares issued by Fondul Proprietatea, representing 5.986% of the share capital of FP, at
the price of RON 0.68 / share.
The Notification on the results of the public tender offer was published on February 10, 2026. Under the
tender, carried out between January 22, 2026 - February 4, 2026, 94,325,388 shares were purchased, for a
total amount paid of RON 64, 141,263.44. Following the closure of the tender, the Bidder Lion Capital S.A.
holds 170,661,463 shares, representing 5.332% of the social capital of the issuer Fondul Proprietatea S.A.
Publication of Key Information Documents and Previous Performance Scenarios
On February 2, 2026, 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, 2025, 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.
In the Corporate Governance section, under the FIAIR dedicated subsection, and in the Portfolio
Management section, under the Net Asset subsection, were posted the Key Information Document (KID)
and the Past Performance of Net Asset, prepared using data publicly available as of December 31, 2025,
documents also submitted to ASF. 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.
Authorisation of Company Director
By Authorisation no. 11 dated February 6, 2026, the Financial Supervisory Authority authorised
Mr Laurențiu Riviș as Director of Lion Capital for a four-year term, effective as of February 25, 2026. The
renewal of his mandate was approved by the Board of Directors at its meeting of December 19, 2025. As of
February 25, 2026, the authorised (executive) management of Lion Capital comprises Mr Bogdan-

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Alexandru Drăgoi, Mr Laurențiu Riviș and Mr Florin-Daniel Gavrilă. The ASF authorisation entered into force
on February 6, 2026, and was published in the ASF Bulletin (electronic edition).
Publication of Preliminary Financial Results for FY 2025
On February 16, 2026, Lion Capital published the preliminary financial results for the year ended December
31, 2025, 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
Pursuant to the provisions of ASF Regulation no. 10/2015 (Article 19) and Regulation (EU) no. 231/2013
(Articles 69–70), on February 17, 2026, Lion Capital informed investors that it maintains the valuation
policies and methods applicable to the financial assets in the Company’s portfolio, as presented on the
Company’s website www.lion-capital.ro, under the section Portfolio Management • Net Asset • Methods
for the Valuation of Lion Capital’s Assets. Additional information regarding the valuation methods applied
to Lion Capital’s assets is also available in Chapter 3 of Rules of the Fund, a document made available to
investors on the Company’s website, under the Corporate Governance section, on the dedicated AIFRI
subsection.
The Public Tender Offer for share buyback
By Decision no. 215 / 25 February 2026, ASF approved the tender offer document for the purchase of shares
issued by Lion Capital, with Swiss Capital S.A. acting as intermediary.
The acquisition of shares within the public tender offer is made under the share buyback program “Program
10”, approved by Resolution no. 1 of the Extraordinary General Meeting of Shareholders of Lion Capital
held on December 22, 2025, and published in the Official Gazette of Romania, Part IV, no. 122 of January
14, 2026. The program is intended for the free allocation of shares to the Company’s management and/or
employees and for the reduction of the Issuer’s share capital.
Through the tender offer conducted between March 4 - 17 2026, Lion Capital aimed to acquire a maximum
number of 49,600,250 of its own shares, representing 9.7733% of the share capital, at a price of RON 4.50
per share.
Authorisation of Company Director
By ASF Authorisation no. 44/26.02.2026, the Financial Supervisory Authority authorised Mr. Ion Stancu as
a member of the Board of Directors of Lion Capital for a four-year mandate, in accordance with Resolution
no. 2/24.04.2025 of the Ordinary General Meeting of Shareholders.
Furthermore, the composition of the Board of Directors of Lion Capital S.A., as authorized by ASF
Authorisation no. 44/26.02.2026, is as follows: Bogdan-Alexandru Drăgoi, Rachid El Lakis, Marcel Heinz
Pfister, Sorin Marica and Ion Stancu.
Authorization of Registered Office Relocation, Dissolution of a Secondary Office and
Establishment of a Secondary Office
Lion Capital informed its shareholders and investors through the current report dated March 4, 2026, that
the Financial Supervisory Authority authorised the changes in the Company’s organization and operations,
consisting of the relocation of the Company’s registered office from Arad to Bucharest, the establishment
of a new secondary office in Arad and the dissolution of the Company’s secondary office in Bucharest. ASF
also authorized the amendment of the Company’s Articles of Association, namely Article 1 par. (5), Article
2 par. (2) and Article 20 par. (2), in accordance with Resolution no. 6 of the Extraordinary General Meeting
of Shareholders dated October 31, 2024, in view of the changes in the Company’s organization and
operations.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
72
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 29 (30), 2026:
1. The standalone financial statements as of December 31, 2025, 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, 2025.
The current frailty of the domestic economic environment, marked by a high budget deficit and the risk of
increased fiscal measures to address macroeconomic imbalances, combined uncertainties, could
further exacerbate 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 2025, amounting to RON 470,882,265 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 2025.

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LION CAPITAL S.A. • Annual Report of the Board of Directors for the Financial Year 2025
73
This report is accompanied by the following annexes:
ANNEX 1
Separate Financial Statements as of December 31, 2025, 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, 2025, 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 2025
ANNEX 7 Amendments to the Articles of Association in 2025
The Annual Report of the Board of Directors (viz. the version prepared in Romanian, which is the official
and binding version) was approved by the Board of Directors of Lion Capital in the meeting held on March
27, 2026.
Bogdan-Alexandru DRĂGOI
Chairman of the Board of Directors

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LION CAPITAL S.A.
Individual Financial Statements
on 31 December 2025
prepared in accordance with the International
Financial Reporting Standards adopted by the
European Union and the Financial Supervisory
Authority Rule no. 39/28 December 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 FSA in the Financial Instruments
and Investments Sector, with subsequent
amendments and completions

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Table of Contents
Independent auditor's report
Individual financial statements
Individual statement of profit or loss and other
comprehensive income
1
Individual financial position
2
Individual statement of changes in equity
3
–
4
Individual cash flow situation
5
Notes to the individual financial statements
6
–
6
2

Graphics
Individual statement of profit or loss and other comprehensive income
for the financial year ended 31 December 2025
1
In LEI
Note
December 31,
2025
December 31,
2024
Revenue
Dividend income 7
197.609.580
194.431.012
Interest income (related to amortized cost assets) 8
64.875.106
30.356.102
Interest income (related to assets at fair value through
profit or loss) 8
1.749.737
4.193.213
Other financial income
165.000
445.500
Other operating income
156.908
216.522
Gain/(Loss) from investments
Gain/(Loss) from real estate investments (1.176.025) 4.275
Gain/(Loss) from exchange rate differences 4.568.637 (76.045)
Gain/(loss) on financial assets at fair value through profit
and loss account
9
264.338.852
(20.600.123)
Expenses
Commission expenses 10
(6.540.405)
(5.768.681)
Other operational expenditure 11 (27.023.800) (26.964.387)
Profit before tax 498.723.589
176.237.389
Corporate income tax
12
(27.841.324)
(14.502.738)
Net profit for the financial year
470.882.265
161.734.652
Other elements of the overall result
Items that are or can be transferred to retained
earnings
Change in fair value of financial assets measured by
other comprehensive income
15.1
723.873.587
382.638.911
Modification of the revaluation reserve for tangible
assets
- 1.346.726
Result carried forward from correction of accounting
errors
(2.450.000) (32.848)
The effect of the deferred profit tax related to them
(98.523.985)
(47.836.827)
Other elements of the overall result 622.899.602
336.115.962
Total overall result for the period
1.093.781.867
497.850.614
Earnings per share
Basic
0,9281
0,3192
Diluted 0,9281 0,3192
The individual financial statements were approved by the Board of Directors on March 27, 2026 and were
signed on its behalf by:
Bogdan-Alexandru Drăgoi Bogdan Dusu
President, CEO Chief Financial Officer

Graphics
Individual financial position
for the financial year ended 31 December 2025

2


In LEI

Note



December 31,
2025


December 31,
2024
Assets
Cash and cash equivalents 13
711.319.033

612.916.069
Other financial assets 14

41.491.372


32.521.102

Other assets

247.832


354.629

Financial assets measured at fair value through the
profit and loss account
15


1.778.544.726



1.732.319.946
Financial assets measured at fair value through
other comprehensive income (equities)
15.1


3.339.746.096



2.442.917.696
Financial assets measured at amortized cost 16

149.205.624


1.257.518

Assets representing rights to use the underlying
assets under the leasing contract


2.016.752



2.243.002
Real estate investments

10.737.442


11.913.467
Tangible fixed assets





4.745.275


5.052.041

Total assets





6.038.054.152



4.841.495.470












Liabilities







Payout dividends
36.989

9.816.739
Other financial liabilities 17

3.693.767

2.898.559
Other payables and income recorded in advance



20.858


2.129.455

Debts from the leasing contract
2.126.955

2.247.505
Deferred corporate tax liabilities
18


333.046.993


230.787.752

Total liabilities 338.925.562

247.880.009




Equity







Share capital 19 50.751.006

50.751.006

Own shares






(3.850.000)




(7.221.000)

Losses from the redemption of own shares






(112.041)




(151.959)

Benefits granted in equity instruments





1.501.867



2.399.100

Other reserves 19 2.287.774.397

2.116.822.166

Reserves from the revaluation of tangible assets




2.523.295



2.523.295

Legal reservations 19 10.150.201

10.150.201

Reserves from revaluation of financial assets
designated at fair value through other
comprehensive income
16, 19



2.054.659.945




1.434.541.708

Retained earnings
19



1.295.729.921



983.800.944

Total equity 5.699.128.590 4.593.615.461











Total liabilities and equity 6.038.054.152 4.841.495.470

The individual financial statements were approved by the Board of Directors on March 27, 2026 and were
signed on its behalf by:

Bogdan-Alexandru Drăgoi Bogdan Dusu
President, CEO Chief Financial Officer

Graphics
Individual statement of changes in equity for the financial year ended 31 December
3
In LEI
Share capital Own shares Losses
from
buyback-
rare
shares
Legal
reservations
Reserves from
the value of
financial assets
designated at
fair value
through other
comprehensive
income
Reserves
from the
revaluatio
n of
tangible
assets
Benefits
granted in
equity
instruments
Other reserves Retained
earnings
Total
Balance as of January 1, 2025 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
Profit for the financial year
-
-
-
-
-
-
-
-
470.882.265
470.882.265
Result carried forward from
correction of accounting errors
-
-
-
-
-
-
-
-
(2.450.000)
(2.450.000)
Reserve variation - - - - 723.873.587
-
-
-
-
723.873.587
Revaluation of tangible assets
-
-
-
-
-
-
-
-
-
-
Deferred corporate income tax
related
- - - - (101.425.163) -
-
-
2.901.178
(98.523.985)
Total overall result for the period - - - - 622.448.424 - - - 471.333.443 1.093.781.867
Reserve from the revaluation of
financial assets transferred to
retained earnings
-
-
-
-
(2.330.186)
-
-
-
2.330.186
-
Other reserves
-
own sources
-
-
-
-
-
-
-
161.734.651
(161.734.651)
-
Payout dividends
-
-
-
-
-
-
-
-
-
Prescribed dividends - - - - - - - 9.734.038 - 9.734.038
Variation of benefits granted - 7.221.000 - - - - (897.233) (516.459) - 5.807.308
Buyback of own shares - (3.850.000) 39.917 - - - - - - (3.810.083)
Cancellation of own actions - - - - - - - - -
Total shareholder transactions,
recognized directly in equity
-
3.371.000
39.917
-
(2.330.186)
-
(897.233)
170.952.230
(159.404.465)
11.731.263
Balance as of December 31, 2025 50.751.006 (3.850.000) (112.041) 10.150.201 2.054.659.945 2.523.295 1.501.867 2.287.774.397 1.295.729.921 5.699.128.590
The individual financial statements were approved by the Board of Directors on March 27, 2026 and were signed on its behalf by:
Bogdan-Alexandru Drăgoi Bogdan Dusu
President, CEO Chief Financial Officer

Graphics
Individual statement of changes in equity for the financial year ended 31 December
4
In LEI
Share capital Own shares Losses
from
buyback-
rare
shares
Legal
reservations
Reserves from
the value of
financial assets
designated at
fair value
through other
comprehensive
income
Reserves
from the
revaluatio
n of
tangible
assets
Benefits
granted in
equity
instruments
Other reserves Retained
earnings
Total
Balance on January 1, 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
Result carried forward from
correction of accounting errors
-
-
-
-
-
-
-
-
(32.848)
(32.848)
Reserve variation - - - - 382.638.911
-
-
-
-
382.638.911
Revaluation of tangible assets
-
-
-
-
-
1.346.726
-
-
-
1.346.726
Deferred corporate income tax
related
- - - - (47.424.558) -
-
-
(412.269)
(47.836.827)
Total overall result for the period - - - - 335.214.353 1.346.726 - - 157.367.088 497.850.614
Reserve from the revaluation of
financial assets transferred to
retained earnings
-
-
-
-
3.922.447
-
-
-
(3.922.447)
-
Other reserves
-
own sources
-
-
-
-
-
-
-
417.255.132
(417.255.132)
-
Payout dividends
-
-
-
-
-
-
-
-
-
Prescribed dividends - - - - - - - - - -
Variation of benefits granted
-
2.494.800
-
-
-
-
239.250
-
-
2.734.050
Buyback of own shares - (7.221.000) (151.959) - - - - - - (7.372.959)
Cancellation of own actions
-
-
31.973
-
-
-
-
-
31.973
Total shareholder transactions,
recognised directly in equity
-
(4.726.200)
(119.986)
-
3.922.447
-
239.250
417.255.132
(421.177.578)
(4.606.936)
Balance as of December 31, 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 Board of Directors on March 27, 2026 and were signed on its behalf by:
Bogdan-Alexandru Drăgoi Bogdan Dusu
President, CEO Chief Financial Officer

Graphics
Individual cash flow situation
for the financial year ended 31 December 2025
5
In LEI Note December
31, 2025
December
31, 2024
Exploitation activities
Net profit for the period
470.882.265
161.734.652
Adjustments for:
Depreciation of tangible and intangible assets
645.978
554.389
Gain from the disposal of tangible assets
(28)
(90.876)
Gain from Real Estate Investment Valuation
1.176.025
(4.275)
(Gain)/ Loss on financial assets at fair value through profit and loss
account (shares, fund units and loans)
9
(264.338.852)
20.600.123
Dividend income 7 (197.609.580)
(194.431.012)
Interest income 8 (66.624.843)
(34.549.315)
Interest expenses related to the leasing contract debt 127.827 17.297
(Gain)/Loss on exchange rate differences, assets/financial liabilities
and other income/expense from value adjustments
(3.793.249)
76.045
Benefits granted in equity instruments
3.674.267
3.179.550
Corporate income tax 12 27.841.324
14.502.738
Changes in operating assets and liabilities
Changes in other assets (receivables, etc.)
(671.689)
121.200
Changes in other financial liabilities
286.118
1.642.201
Corporate income tax paid
(7.735.394)
(14.170.287)
Net cash used in operating activities
(36,139,832
)
(40.817.572)
Investment activities
Payments for the acquisition of financial assets measured at fair
value through other comprehensive income (equities)
(254.255.312)
(83.373.322)
Proceeds from the sale of financial assets measured at fair value
through other comprehensive income (shares)
41.300.509
426.359
Proceeds from the sale/redemption of assets at fair value through
the profit and loss account (fund units, shares, loans)
282.084.607
230.699.399
Payments for the acquisition of assets at fair value through the
profit and loss account (fund units, shares)
(34.999.978)
(111.024.212)
Payments for the acquisition of assets at amortised cost
(586.549.832)
(1.242.744)
Receipts from assets at amortized cost (government securities,
bonds)
445.498.567
-
Proceeds from the sale of fixed assets and real estate investments
12.729
2.090.358
Payments for acquisitions of tangible assets
(89.870)
(428.356)
Dividends received
181.661.235
185.679.001
Interest collected
64.071.688
29.750.622
Net cash from investment activities
138.734.341
252.577.105
Financing activities
Leasing payments
(306.196)
(274.831)
Dividends paid
(35.350)
(70.118)
Buyback of own shares
(3.850.000)
(7.313.032)
Net cash used in financing activities
(4.191.546) (7.657.980)
Net increase/(decrease) in cash and cash equivalents
98.402.963
204.101.552
Cash and cash equivalents on January 1
612.916.069
408.814.516
Cash and cash equivalents as of December 31
711.319.033
612.916.069
The individual financial statements were approved by the Board of Directors on March 27, 2026 and were
signed on its behalf by:
Bogdan-Alexandru Drăgoi Bogdan Dusu
President, CEO Chief Financial Officer
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Notes to the individual financial statements
for the financial year ended 31 December 2025
6
1. Reporting company
Lion Capital S.A. (the "Company") was established on the basis of Law no. 133/1996 through the
reorganization and transformation of the Banat-Crişana Private Property Fund and is a joint stock
company operating under Law 31/1990. The company is constituted 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 in accordance with the provisions of Law no. 243/2019
as a closed, diversified alternative investment fund for retail investors (FIAIR). The Financial Supervisory
Authority issued the Authorization no. 130/01.07.2021 authorizing Lion Capital S.A. as an Alternative
Investment Fund for Retail Investors (F.I.A.I.R).
The company also prepares consolidated financial statements, as the final parent company for the group
entities.
Lion Capital S.A. is headquartered in Arad, Calea Victoriei, nr. 35 A, Arad County, 310158 code, tel:
0257.304.438, Fax: 0257.250.165. The registration number from the Trade Register Office is:
J02/1898/1992, and the Unique Tax Registration Code is: RO 2761040.
The object of activity of the Company is:
• portfolio management;
• risk management;
• other activities carried out within the collective management of an investment fund, permitted
by the legislation in force.
The Company's shares are listed on the Bucharest Stock Exchange, starting with November 1, 1999 and
are traded on the regulated market Premium category, with the indicative LION.
The Company's storage company, starting with 28.11.2019 is Banca Comerciala Romana ("BCR"), until this
date (from 29.01.2014) being BRD Groupe Société Générale.
The company providing registry services is Depozitarul Central SA Bucharest.
2. Basics of preparation
(a) Declaration of conformity
The individual financial statements have been prepared in accordance with the International Financial
Reporting Standards (IFRS) adopted by the European Union and the Financial Supervisory Authority
("FSA") Standard no. 39/28 December 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 FSA in the Financial Instruments and Investments Sector, as subsequently amended
and supplemented (hereinafter referred to as the "Standard").
Users of these individual financial statements should read these statements together with the Group's
consolidated financial statements for the year ended December 31, 2025, in order to obtain complete
information on the financial position, results of operations and cash flows of the group as a whole.
The individual financial statements were approved by the Board of Directors at its meeting on March 27,
2026.
- Segment reporting
Business segments are reported in a manner consistent with internal reporting, as analysed by the
Company's main decision-maker (the Board of Directors). He is responsible for allocating resources and
evaluating the performance of the operational segments. Reportable segments whose revenue, profit or
assets are ten or more percent of all segments are reported separately. The Company manages all
activities as a single reportable business segment.
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Notes to the individual financial statements
for the financial year ended 31 December 2025
7
(b) Presentation of individual financial statements
The Company has adopted a liquidity-based presentation in the statement of financial position and a
presentation of income and expenses by their nature in the statement of comprehensive income,
considering that these methods of presentation provide information that is credible and more relevant
than that which would have been presented under other methods permitted by IAS 1 "Presentation of
Financial Statements".
(c) Basis of assessment
The individual financial statements are prepared on the basis of the going concern principle and on the
basis of the fair value convention 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
amortised cost, revalued value or historical cost.
The methods used to measure fair value are set out in Note 3(e)(iii) and Note 5.
(d) Functional and presentation currency
The Company's management considers that the functional currency, as defined by IAS 21 "Effects of
Exchange Rate Changes", is the Romanian leu (RON or RON). The individual financial statements are
presented in lei, rounded to the nearest leu, the currency that the Company's management has chosen
as the presentation currency.
(e) Use of estimates and judgments
The preparation of individual financial statements in accordance with IFRS involves management's use of
estimates, judgments and assumptions that affect the application of accounting policies as well as the
reported value of assets, liabilities, revenues and expenses. The estimates and assumptions associated
with these judgments are based on historical experience as well as other factors considered reasonable
in the context of these estimates. The results of these estimates form the basis for judgments regarding
the carrying values of assets and liabilities that cannot be obtained from other sources of information.
The results obtained may differ from the values of the estimates.
The estimates and assumptions underlying them are reviewed periodically. Revisions to accounting
estimates are recognised in the period in which the estimate is revised, if the revision affects only that
period, or in the period in which the estimate is revised, and future periods if the revision affects both the
current period and future periods.
The judgments made by management in application of IFRS that have a material effect on the individual
financial statements as well as the estimates implying 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 document "Presentation of Accounting Policies (Amendments to IAS 1 and
Statement 2 on IFRS Practice)" as of January 1, 2023. Management reviewed accounting policies in this
context, and the Amendments did not lead to changes to accounting policies themselves.
The details of the changes and their application have already been presented in the set of individual
financial statements for 2023 and 2024.
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Notes to the individual financial statements
for the financial year ended 31 December 2025
8
3. Accounting policies with material impact
The accounting policies set out below have been applied consistently to all periods presented in these
individual financial statements.
(a) Subsidiaries and associated entities
Subsidiaries are entities under the control of the Company. The Company controls an entity in which it
has invested when it is exposed to or has rights to variable returns based on its interest in the Company
in which it has invested, and has the ability to influence that income through its authority over the entity
in which it has invested. At the time of the evaluation of the control, the potential or convertible voting
rights that are exercisable at the time are also taken into account.
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 of December 31, 2025 and December 31, 2024
are presented in Note 22 to the individual financial statements.
In the individual 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),
with the exception of consolidated subsidiaries (Societate de Administrare a Investiurilor Muntenia and
Administrare Imobiliare) which are accounted for as financial assets at fair value through other
comprehensive income.
(b) Foreign currency transactions
Transactions denominated in foreign currency are recorded in lei at the official exchange rate from the
date of settlement of transactions. Monetary assets and liabilities recorded in foreign currency at the date
of preparation of the statement of financial position are converted into the functional currency at the
exchange rate of that day. Gains or losses on monetary items are represented by the difference between
the amortised cost expressed in functional currency at the beginning of the reporting period, adjusted for
effective interest and payments during the period, and the amortised cost in foreign currency converted
into functional currency at the closing rate of the period.
Settlement gains or losses are recognised in the statement of income and loss, except in cases where
exchange rate differences arise from the translation of financial instruments classified as measured at
fair value by other comprehensive income that are included in the reserve arising from changes in the fair
value of those financial instruments and cases where exchange rate differences arise from the translation
of financial instruments classified at value fair by profit and loss that are presented as fair value gains or
losses.
The exchange rates of the main foreign currencies were:
Currency
Spot course
December 31, 2025
Spot course
December 31, 2024
EUR
5,0985
4,9741
USD 4,3417 4,7768
Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
9
(c) Cash and cash equivalents
Cash includes what is available at home and at banks and demand deposits.
Cash equivalents are short-term, highly liquid financial investments that are easily convertible into cash
and are subject to an insignificant risk of change in value.
When drawing up the statement of cash flows, cash equivalents were also considered as cash: actual
cash, current accounts with banks and deposits with an initial maturity of less than 90 days.
(d) Financial assets and liabilities
Financial instruments under IFRS 9 include the following:
• Investments in equity instruments (shares);
On December 31, 2025 and December 31, 2024, the shares are measured at fair value at profit or
loss or at fair value through other comprehensive income.
• Investments in debt instruments (bonds and loans);
As of December 31, 2025 and December 31, 2024, investments in debt instruments held are
measured at fair value through profit and amortised cost.
• Commercial and other receivables;
• Cash and cash equivalents;
• Interests in subsidiaries and associated entities; associates and joint ventures;
• Financial debts;
• Government bonds and securities.
For more details see the chapters below.
(i) Classification
The financial instruments held are presented by the Company in accordance with IFRS 9 as financial
assets and financial liabilities.
The Company presents financial assets at amortised cost, at fair value through other comprehensive
income or at fair value through profit or loss on the basis of:
(a) the entity's business model for the management of financial assets, and
(b) the characteristics of the contractual cash flows of the financial asset.
Business model
• It represents the way in which an entity manages its financial assets to generate cash flows:
collection, sale of assets or both, for trading;
• Its determination is carried out factually, taking into account: the way of evaluating and reporting
their performance, the existing risks and the way of managing them, respectively the way of
compensation of the management (based on the fair value or on the basis of the cash flows
associated with these investments).
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Business model for the shares held for which the FVTOCI option was selected at the date of transition or at the
date of initial recognition
• efficient management of a diversified portfolio of quality assets, able to ensure a constant flow of
income, preservation and medium-long term capital growth, in order to increase the value for
shareholders and obtain the highest possible returns on invested capital;
• The differentiated approach adopted by the Company for each of its shareholdings aims to
capitalize on an aggregate return, generated from dividend gain and capital gain.
Model of assets held for collection (amortised cost)
• Managed to achieve cash flows by collecting principal and interest over the life of the instrument;
• It is not necessary to hold until maturity, but there must be a clear intention to collect cash flows
• There are categories of sales transactions compatible with this model: those due to increased
credit risk, limited or insignificant sales in value or sales on dates close to the maturity of the
instruments;
• Interest income, expected gains or losses on loans, and exchange rate differences are recognized
in profit and loss;
• The accounting reflection of these assets (in the event that the SPPI* criterion is also met and the
fair value by profit or loss option has not been selected) is made at amortised cost (using the
effective interest method, i.e. a method of depreciation of the asset based on estimated cash
flows).
* SPPI – payments exclusively for principal and interest.
Collection and Sale Held Assets Model (FVTOCI)
• Managed both to realize cash flows from collection and through the sale (in full) of assets;
• Sales are of high frequency and value, but under IFRS 9, frequent and significant sales can lead to
the reclassification of financial assets, usually under other accounting models, such as fair value
through profit or loss (FVPL). There is no exact numerical threshold for sales compatible with this
model, but frequent sales can affect the classification.
• The purpose of these sales can be: to manage current liquidity needs, maintain a certain
structure of the returns obtained or decisions to optimize the entity's balance sheet (correlation
of the duration of financial assets with that of financial debts);
• The accounting reflection of these assets (in the event that the SPPI criterion is also met and the
fair value through profit and loss option has not been selected) is made at fair value through
other comprehensive income (use of the effective interest method; interest, expected credit
gains or losses and exchange rate differences – in profit and loss / change in the fair value of
these instruments – in other comprehensive income, amounts recognised in other
comprehensive income are recycled through profit and loss on asset recognition).
Other Business Model (FVTPL)
• Assets under management for the purpose of achieving cash flows through sales;
• The collection of cash flows associated with these investments is incidental, it is not the purpose
of holding the assets for the collection of principal and interest;
• Assets whose performance is managed and reported on the basis of their fair value;
• Their accounting reflection is carried out at fair value through the profit and loss account.
SPPI 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 arrangement (interest reflects the value over time of the
money, the credit risk associated with the principal, the coverage of other risks and costs
associated with lending, and a profit margin).
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There are a number of indicators that signal whether debt instruments held should be measured
at fair value at profit and loss:
• Certain non-standard interest rates;
• the presence of leverage;
• Certain hybrid instruments (include a built-in derivative).
There are also indicators that, although they would require a fair value reflection, may in certain
circumstances be consistent with the SPPI criterion and those assets may continue to be
accounted for at amortised cost:
• the existence of an option to repay early or extend the term of the asset;
• non-recourse assets guaranteeing debt repayment;
• contractually related instruments.
Financial assets measured at fair value through the statement of profit or loss (FVTPL)
A financial asset must be measured at fair value at profit or loss, unless it is measured at amortised cost
or fair value by other comprehensive income, according to the criteria set out in the applicable
accounting standards (e.g. the SPPI criterion for financial assets).
Financial assets measured at fair value through other comprehensive income (FVOCI)
A financial asset, in the nature of debt instruments, must be measured at fair value by other
comprehensive income if both of the following conditions are met:
(a) the financial asset is held under a business model the objective of which 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 which are
exclusively payments of principal and interest on the amount of principal due.
The Company may make an irrevocable election at initial recognition in the case of certain investments in
equity instruments, which would otherwise be measured at fair value at profit or loss, to present
subsequent changes in fair value in other comprehensive income.
Financial assets measured at amortised cost
A financial asset must be measured at amortised 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 for the
purpose of collecting contractual cash flows, and
(b) the contractual terms of the financial asset give rise, on certain dates, to cash flows which are
exclusively payments of principal and interest on the amount of principal due.
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Financial debts
Financial liabilities are measured at fair value at profit or loss (FVTPL) if:
- meet the requirements of the definition of 'held for trading';
- are designated in the FVTPL category at initial recognition (if the specific conditions are met).
The other financial liabilities are valued at amortised cost.
(ii) Recognition
Financial assets and liabilities are recognised on the date on which the Company becomes a contractual
party under the terms of that instrument. When the Company first recognises a financial asset, it must
classify it: amortised cost, fair value through profit or loss, or 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 or minus transaction costs, respectively, directly attributable to the
acquisition or issuance of the asset or liability).
Upon initial recognition of an investment in equity instruments that is not held for trading, the Company
may irrevocably elect to disclose subsequent changes in fair value in other comprehensive income. This
option applies to each tool, as applicable.
At the date of the 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 by other comprehensive income under
specific circumstances. These securities are mainly held for the long term and have been designated as
measured at fair value by other comprehensive income.
All financial assets that are not classified as measured at amortised cost or fair value by other
comprehensive income, as described above, will be measured at fair value at profit or loss. In addition, on
initial recognition, the Company may irrevocably designate a financial asset, which otherwise meets the
requirements to be measured at amortised cost or fair value by other comprehensive income, to be
measured at fair value at profit or loss, if doing so eliminates or significantly reduces an accounting
mismatch that would arise otherwise.
(iii) Rating
After initial recognition, the Company must value 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 must 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 on profit or loss;
b) financial liabilities arising when the transfer of a financial asset does not meet the conditions for
derecognition;
c) financial collateral agreements, measured at the greater of the amount of the provision for losses and
the amount initially recognised minus accumulated income (IFRS 15);
d) commitments to provide a loan at a below-market interest rate, measured at the greater of the
amount of the provision for losses and the amount originally recognised less accumulated income
(IFRS 15);
e) contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies.
Valuation at amortised cost
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The amortised cost of a financial asset or financial liability is the amount at which the financial asset or
financial liability is measured after initial recognition minus principal repayments, plus or minus the
cumulative amortization using the effective interest method for each difference between the original
value and the maturity value, and minus any reduction for any estimated credit losses.
The effective interest rate is the rate that accurately discounts 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, respectively the amortised cost of the financial liability. In calculating the effective interest rate, the
Company shall estimate cash flows taking into account all contractual conditions of the financial
instrument, but shall not take into account future losses from changes in credit risk. The calculation
includes all commissions and points paid or collected by the parties to the contract that are an integral
part of the effective interest rate, transaction costs and all other premiums and discounts.
Fair value measurement
Fair value represents the price that would have been received on the sale of an asset or paid for the
transfer of a debt in a transaction carried out under normal conditions between participants in the main
market, at the valuation date, or in the absence of the main market, in the most advantageous market to
which the Company has access at that date.
The company measures the fair value of a financial instrument using the prices quoted on an active
market for that instrument. A financial instrument has an active market if quoted prices are readily and
regularly available for that instrument. The company measures instruments quoted on active markets
using the closing price.
A financial instrument is considered to be quoted on an active market when quoted prices are readily and
regularly available from an exchange, dealer, broker, industry association, pricing service or regulatory
agency, and those prices reflect transactions that occur on a real and regular basis conducted under
objective market conditions.
The category of shares listed on an active market includes all those shares admitted to trading on the
Stock Exchange or on the alternative market and which present frequent transactions. The market price
used to determine fair value is the market closing price on the last trading day before the valuation date.
Fund units are valued on the basis of the net asset unit value (NAV), calculated by the fund manager using
closing quotes. For all funds, prices (unit value of net assets) are readily and regularly available to the
Company. For all funds, transactions with fund units take place on a regular basis under normal market
conditions.
The Company also considered that the frequency was sufficient, given the characteristics of the asset, the
subscription and redemption intervals being set by the Fund Manager, and the transactions taking place
at the quoted price (NAV), unadjusted. The Company considers that the NAV of each fund is
representative of fair value as of December 31, 2025 and December 31, 2024.
In the absence of a price quote on an active market, the Company uses valuation techniques. The fair
value of financial assets not traded on an active market is determined by authorised 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 in the form of an asset, in a market that is not active, and for
assets for which observable prices are not available, valuation techniques based on the analysis of
discounted cash flows, and other valuation methods commonly used by market participants. These
include the method of comparisons with similar instruments for which there is an observable market
price, i.e. the method of the percentage of the net assets of these companies, adjusted with a discount
for minority ownership and a discount for lack of liquidity), making maximum use of market information,
relying as little as possible on company-specific information. The Company uses valuation techniques that
maximize the use of observable data and minimize the use of unobservable data.
Evaluation techniques are used consistently.
(iv) Identification and assessment of expected credit losses
The Company must recognise an adjustment for expected credit losses on a financial asset that is
measured in accordance with IFRS 9 (debt instruments measured at amortised cost or fair value through
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other comprehensive income), a receivable arising from a lease, a lending commitment and a financial
guarantee agreement.
The Company applies the expected credit loss provisions for recognition of the impairment adjustment
for assets measured at fair value through other comprehensive income (debt instruments that meet the
criteria of IFRS 9 – assets held for the purposes of cash flow collection and sale, the cash flows of which
are solely principal repayments or interest payments). The adjustment thus determined is recognised on
account of other comprehensive income and does not reduce the carrying amount of the financial asset
in the statement of financial position.
At each reporting date, the Company assesses the credit loss adjustment for an instrument to reflect:
- Expected credit losses for 12 months, if credit risk has not increased significantly since initial
recognition;
- Expected credit losses over the lifetime, if credit risk has increased significantly since initial
recognition.
The Company uses a simplified approach whereby 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 'recommended investment category'. Based on the information available, it
was concluded that there were no events leading to a significant increase in credit risk or default events.
The Company recognises in profit or loss, as an expected credit gain or loss, the amount of anticipated,
recognised or recovered losses imposed to affect the adjustment for losses at the reporting date up to
the level required by IFRS 9.
The Company assesses the expected credit losses of a financial instrument so that it represents:
- An unbiased value, resulting from weighting several possible outcomes according to the
probabilities associated with them;
- The time value of the money;
- Reasonable information available without disproportionate cost or effort at the date of
reporting.
The Company may assume that the credit risk for a financial instrument has not increased significantly
since initial recognition if the financial instrument is considered to have a low credit risk at the reporting
date. A financial instrument is considered to have a low risk if:
- The obligor has a high capacity to meet the obligations associated with the contractual cash
flows in the near term;
- Unfavourable changes in the economic and business environment may, but not necessarily,
reduce the debtor's ability to fulfil its obligations.
Collateral shall not be taken into account in the assessment of low credit risk for issuers. At the same
time, financial instruments are not considered to be low-risk merely because they have a lower risk than
the other instruments issued by the debtor or compared to the credit risk prevailing in the geographical
region or jurisdiction in which it operates.
The Company primarily uses available external credit risk ratings in its credit risk assessment.
The gain or loss related to the disposal of a financial asset or financial liability measured at fair value at
profit or loss is recognised in the current profit or loss.
Upon derecognition of equity instruments designated as financial assets measured at fair value by other
comprehensive income, gains or losses representing favourable or unfavourable differences in valuation,
as evidenced in revaluation reserves, are recognised in other comprehensive income (retained earnings
representing net realised surplus - IFRS 9).
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Upon derecognition of financial assets, the retained earnings since the date of transition to IFRS 9 are
transferred to a retained profit representing realized surplus.
A gain or loss on a financial asset that is measured at amortised cost is recognised in the current profit or
loss when the asset is derecognised.
(v) Derecognition
The Company derecognizes a financial asset when the rights to receive cash flows from that financial
asset expire, or when the Company has transferred the rights to receive the contractual cash flows
related to that financial asset in a transaction in which it has transferred substantially all of the risks and
benefits of ownership.
Any interest in transferred financial assets retained by the Company or created for the Company is
separately recognised as an asset or liability.
The company recognises a financial debt when the contractual obligations have been concluded or when
the contractual obligations are cancelled or expire.
The derecognition of financial assets and liabilities shall be accounted for using the weighted average cost
method. This method involves calculating the value of each item based on the weighted average of the
value of the like items in stock at the beginning of the period and the value of the like items purchased
during the period.
(vi) Gains and losses
Gains or losses resulting from a change in the fair value of a financial asset or financial liability that is not
part of a hedging relationship are recognised as follows:
a) Gains or losses arising from financial assets or financial liabilities classified as measured at fair value
at profit or loss are recognised as profit or loss;
b) Gains or losses arising from a financial asset measured at fair value through other comprehensive
income are recognised to other comprehensive income.
Gains on shares measured at fair value by other comprehensive income are recognised as follows:
- Changes in fair value (including exchange rate) in other comprehensive income – these gains will
never be recycled in the profit and loss account, even on derecognition (unlike FVOCI debt
instruments);
- Dividend income is recognized in profit or loss.
Gains on debt instruments (bonds):
- Changes in fair value (including exchange rate) in other profit and loss accounts
- Interest income is recognised in profit or loss
- Impairment adjustments are recorded in profit or loss
When the asset is derecognised, the accumulated gains or losses previously recognised to other
comprehensive income:
- are reclassified from equity to profit or loss, in the case of debt instruments;
- are transferred as part of the retained profit in the case of equity instruments (shares).
At the time of depreciation or derecognition of financial assets accounted for at amortised cost, as well as
through their amortization process, the Company recognises a gain or loss in the profit or loss account.
In the case of financial assets recognised 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
recognised for assets recorded at cost or amortised cost (except for expected loan losses). For assets

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accounted for at fair value, however, the change in fair value must be recognised in profit or loss or in
equity, as the case may be.
(e) Other financial assets and liabilities
Other financial assets and liabilities are measured at amortised cost using the effective interest method.
(f) Property, plant and equipment
(i) Recognition and evaluation
Tangible assets recognised as assets are initially measured at cost. The cost of a property, plant and
equipment consists of the purchase price, including sunk taxes, after deduction of any commercial price
reductions and any costs that can be directly attributed to bringing the asset to the location and under
the condition necessary for it to be used for the intended purpose of management, such as: employee
expenses that result directly from the construction or acquisition of the asset, site set-up costs, initial
delivery and handling costs, installation and assembly costs, professional fees.
Tangible assets are classified by the Company into the following asset classes of the same nature and
with similar uses:
- Land and constructions;
- Technical installations and means of transport;
- Other installations, machinery and furniture.
(ii) Evaluation after recognition
After recognition as an asset, tangible assets of the nature of land and buildings whose fair value can be
reliably measured are accounted for at a revalued value, which is the fair value at the revaluation date
less any depreciation accrued thereafter and any accumulated impairment losses. Other tangible assets
are measured at cost minus cumulative depreciation and amortization losses.
Revaluations are made regularly to ensure that the carrying amount does not differ materially 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 entire class of property, plant and
equipment to which that item belongs is subject to revaluation.
If the carrying amount of an asset is increased as a result of a revaluation, the increase is recognised in
other comprehensive income and accumulated in equity as a revaluation surplus.
However, the increase will be recognised in profit or loss to the extent that it compensates for a decrease
in the revaluation of the same previously recognised asset in profit or loss.
If the carrying amount of an asset is reduced as a result of a revaluation, this decrease is recognised in
profit or loss.
However, the reduction will be recognised in other comprehensive income to the extent that the
revaluation surplus shows a credit balance for that asset. Transfers from the revaluation surplus to
retained earnings are not made by profit or loss.
(iii) Subsequent costs
The subsequent costs related to tangible assets are assessed in the light of the general criterion for the
recognition of tangible assets, namely:
- whether the entry of future economic benefits associated with the asset is likely;
- Whether these costs can be measured reliably.
The costs of daily maintenance ("repair and maintenance expenses") related to tangible fixed assets are
not capitalized; they are recognised as costs of the period in which they occur. These costs consist mainly
of labor and consumables expenses, and may also include the cost of low-value components.

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Expenses for the maintenance and repair of tangible assets are recorded in the profit or loss account
when they occur, and significant improvements to tangible assets, which increase their value or lifespan,
or which significantly increase their ability to generate economic benefits, are capitalized.
(iv) Amortization
Depreciation is calculated for the cost of the asset or another value that substitutes for the cost, minus
the residual value. Depreciation is recognised in the statement of profit or loss using the straight-line
method for the estimated useful life of property, plant and equipment.
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 old
Furniture and other tangible assets 3-20 years
The depreciation methods, the estimated useful life as well as the residual values are reviewed by the
Company's management on each reporting date.
(v) Sale/disposal of tangible assets
The carrying amount of a tangible asset is derecognised (eliminated from the statement of financial
position) upon 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 cumulative depreciation. Any profit or loss resulting from such a transaction is included in
the current profit or loss account.
(g) Real estate investments
An investment property is real estate (land, building or part of a building) held by the Company for the
purpose of obtaining rental income or for increasing the value of capital (valid in the case of the
Company), or both, rather than to be used for the production or provision of goods or services or for
administrative purposes or to be sold in the normal course of business.
(i) Recognition
A real estate investment should be recognised as an asset if, and only if there is a likelihood that the
future economic benefits associated with the real estate investment will accrue to the Company and the
cost of the real estate investment can be reliably assessed.
(II) Rating
Assessment on recognition
A real estate investment must initially be valued at cost, including transaction costs. The cost of a
purchased real estate investment 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).
Assessment after recognition
Fair value model
After initial recognition, all real estate investments are measured at fair value, unless fair value cannot be
reliably determined on a continuous basis.

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In exceptional situations where, at the time of the first acquisition of a real estate investment, there is
clear evidence that the fair value of the real estate investment cannot be reliably determined on a
continuous basis, the Company shall value that real estate investment using the cost model. All other real
estate investments are measured at fair value. If the Company has previously valued a real estate
investment at fair value, then it will continue to value that real estate investment at fair value until the
time of disposal.
Gains or losses resulting from changes in the fair value of real estate investments are recognised in the
profit or loss of the period in which they occur.
The fair value of real estate investments must reflect market conditions at the end of the reporting
period.
(iii) Derecognition
The carrying amount of a real estate investment is derecognised (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 from its disposal.
Gains or losses arising from the scrapping or disposal of a real estate investment shall be recognised in
profit or loss at the time of decommissioning or disposal.
(h) Depreciation of non-financial assets
The carrying amount of the Company's assets that are not financial in nature, other than deferred tax
assets is reviewed at each reporting date to identify the existence of impairment indices. If such indices
exist, the recoverable value of those assets shall be estimated.
An impairment loss is recognised when the carrying amount of the asset or its cash-generating 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 independent of other
assets and groups of assets. Impairment losses are recognised in the statement of profit and loss.
The recoverable value of a cash-generating asset or unit is the maximum of its use value and its fair
value, less the costs of selling that asset or unit. To determine net use value, future cash flows are
discounted using a pre-tax discount rate that reflects current market conditions and the risks specific to
that asset.
Depreciation losses recognised in previous periods are measured at each reporting date to determine
whether they have diminished or no longer exist. The impairment loss is resumed if there has been a
change in the estimates used to determine the recovery amount. The impairment loss is resumed only if
the carrying amount of the asset does not exceed the carrying amount that would have been calculated,
net of depreciation and amortization, if the impairment loss had not been recognized.
(i) Share capital and treasury shares
Ordinary shares are recognized in the share 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 purpose of preparing the individual financial statements in accordance with IFRS, the Company
also applied the provisions of IAS 29 "Financial Reporting in Hyperinflationary Economies" adjusting, to be
expressed in the current unit of measure as at December 31, 2003, the share capital.
The Company recognises the buybacks of treasury shares at the date of the transaction, as a decrease in
equity. The repurchased own shares are recorded at the purchase value, brokerage commissions and
other costs directly related to the acquisition being recognized in a separate account also as a decrease in
equity. The cancellation of treasury shares held is carried out based on the approval of the shareholders,
in compliance with all legal requirements regarding this operation. Upon derecognition, the Company
uses the share capital accounts (for the nominal value) and retained earnings (for the difference between
the acquisition cost and the nominal value) in exchange for the cancelled treasury shares.

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(j) Provisions for risks and expenses
Provisions are recognised in the statement of financial position when an obligation arises for the
Company related to a past event and it is likely that in the future it will be necessary to consume
economic resources to extinguish this obligation and a reasonable estimate of the value of the obligation
can be made. To determine the provision, future cash flows are discounted using a pre-tax discount rate
that reflects current market conditions and the risks specific to that liability. The amount recognised as a
provision is the best estimate of the expenses necessary to settle the current obligation at the end of the
reporting period.
(k) Interest income and expense
Interest income and expenses are recognised in the separate statement of profit or loss by the effective
interest method. The effective interest rate is the rate that accurately discounts 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, respectively the amortised cost of the financial liability. Interest income
also includes the financing component of a contract for the sale of financial assets, in the event that it is
significant and results, implicitly or explicitly, from the terms of the contract.
(l) Dividend income
Dividends on an equity instrument classified at fair value by other comprehensive income or fair value by
profit or loss shall be recognised in profit or loss where the entity's entitlement to receive those amounts
is established, unless those amounts represent a substantial recovery of the cost of the investment,
according to IFRS 9.
The company does not record dividend income related to shares received free of charge when they are
distributed proportionally to all shareholders.
Dividend income is recorded at the gross value including dividend tax (2025: 10%, 2024: 8%), which is
recognised as a current corporate income tax expense. Their accounting recognition is carried out after
the date of registration, which identifies the shareholders on whom the resolutions of the general
meeting of shareholders are affected, taking into account the number of shares held by the Company on
the date of registration and the gross dividend/share approved by those resolutions.
(m) Employee benefits
(i) Short-term benefits
The obligations with short-term benefits granted to employees are not updated and are recognized in the
statement of the overall result as the related service is provided.
Short-term benefits for employees include salaries, bonuses, and social security contributions. Short-term
employee benefits are recognized as an expense when services are provided.
(ii) Determined contribution plans
The company makes payments on behalf of its employees to the pension system of the Romanian state,
health insurance, during the normal course of business. Also, the Company retains and transfers to
private pension funds, the amounts with which employees have enrolled in an optional pension plan.
All employees of the Company are members and also have the legal obligation to contribute (through
social contributions) to the pension system of the Romanian State (a plan of determined contributions of
the State). All related contributions are recognised in the profit or loss account for the period when they
are made. The company has no other additional obligations.
The company is not employed in any independent pension scheme and, consequently, has no other
obligations in this regard.

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(iv) Payment based on shares and share option plan programs

According to IFRS 2, for share-settled payment transactions, the Company must 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 must assess their value and the
corresponding increase in equity indirectly, in relation 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 in relation to the fair value of
the equity instruments granted, as it is generally not possible to reliably estimate the fair value of the
services received. The fair value of those equity instruments shall be assessed at the date of granting.
A grant of equity instruments may be conditional on the fulfilment of specific conditions for entitlement.
For example, an award of shares or stock options to an employee is generally conditional on the
employee remaining in the service of the entity for a specified period of time. It may be necessary to
satisfy certain performance conditions, such as that the Company achieve a specified increase in profit or
a specified increase in the share price of the entity. Conditions for entitlement, other than market
conditions, should not be taken into account when estimating the fair value of shares or stock options at
the valuation date. Instead, the conditions for entitlement must be taken into account by adjusting the
number of equity instruments included in the valuation of the transaction so that, ultimately, the value
recognised for the goods or services received in exchange for the equity instruments granted must be
based on the number of equity instruments that ultimately become entitled. Therefore, on a cumulative
basis, no value is recognised for the goods or services received if the equity instruments granted do not
become entitlements due to the non-fulfilment of a condition for entitlement, for example, the partner
does not complete the specified service period or a performance condition is not met.

(n) Corporate income tax

Reflected in the statement of financial position

The corporate income tax includes the current tax and the deferred tax.
Corporate income tax is recognised in profit or loss or other comprehensive income if the tax relates to
capital items.
The Company recognises a deferred corporate income tax liability/(receivable) for temporary taxable
(deductible) fair value differences in the case of investments in shares measured at fair value by other
comprehensive income. The amount of this liability/(receivables) is adjusted accordingly each time any
differences in taxable fair value (deductible) are recognised.
The deferred tax is determined using the balance sheet method for those temporary differences that
occur between the tax basis for calculating the tax on assets and liabilities and their carrying amount
used for reporting in the individual financial statements.
Deferred tax is not recognised for the following temporary differences: initial recognition of goodwill,
initial recognition of assets and liabilities arising from transactions which are not combinations of
undertakings and which do not affect either accounting or tax profits, and differences arising from
investments in subsidiaries and associated entities, provided that they are not resumed in the near
future. The deferred tax is calculated on the basis of the tax percentages that are expected to be
applicable to the temporary differences when they are resumed, based on the legislation in force on the
reporting date or the legislation issued on the reporting date and which will enter into force later.
The deferred tax liability is recognised only to the extent that taxable profit is likely to be obtained in the
future after offsetting against the tax loss of previous years and the corporate income tax to be
recovered. The deferred tax claim is reduced to the extent that the related tax benefit is unlikely to be
realised.
The calculated deferred tax receivables and liabilities are presented at net value in the Company's
individual financial statements.
Deferred tax claims and liabilities are set off if there is a legal right to offset current tax claims and
liabilities that relate to taxes levied by the same tax authority, from the same taxable entity, or on

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


21
different tax entities, but which intend to offset current tax claims and liabilities on a net basis or their tax
assets and liabilities will be realised simultaneously.

Reflected in the profit or loss situation

The current corporate income tax also includes the tax on income from dividends recognized at gross
value.
The additional taxes arising from the distribution of dividends are recognised on the same date as the
obligation to pay dividends.
The current tax is the tax payable related to the profit made in the current period, determined on the
basis of the percentages applied at the balance sheet date and all the adjustments related to the previous
periods.
On December 31, 2025 and December 31, 2024, the corporate tax was 16%.

(o) Earnings per share

The Company presents basic and diluted earnings per share for ordinary shares. The basic earnings per
share are determined by dividing the profit or loss attributable to the Company's ordinary shareholders
by the weighted average number of ordinary shares for the reporting period. Diluted earnings per share
are 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 distribution of profits during the period in which they were declared and
approved by the General Meeting of Shareholders.
Dividends not collected for three years and for which the right to claim them has been prescribed are
recorded in equity in Other reserves – separate analytical.

(o) Adoption of new or revised Standards and Interpretations

New IFRS accounting standards and amendments to existing standards that are in effect for the
current year:

In the current year, the Company has applied amendments to IAS 21 "Lack of convertibility" issued by the
International Accounting Standards Board (IASB) that are mandatory for reporting periods on or after
January 1, 2025. The adoption of these amendments had no impact on the information to be provided or
on the amounts reported in these individual financial statements.

New IFRS accounting standards and amendments to existing standards issued and adopted by the
EU but not yet entered into force

At the date of approval of these individual financial statements, the Company has not applied the
following amended IFRS Accounting Standards that have been issued by the IASB and adopted by the EU,
but have not yet entered into force, with the effective date set by the IASB being January 1, 2026:

Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and measurement of financial
instruments.

Amendments to IFRS 9 and IFRS 7 - Contracts Referring to Electricity Dependent on Natural Conditions.

Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 - Annual Improvements to IFRS Accounting
Standards - Volume 11.

New IFRS accounting standards and amendments to existing standards issued but not yet adopted
by the EU

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


22

Currently, IFRS as adopted by the EU does 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 date of authorisation of these individual financial
statements:

IFRS 18 - Presentation and disclosure of information in financial statements (effective date determined by
the IASB: January 1, 2027).

IFRS 19 as amended - Non-public liability subsidiaries: information to be provided (effective date set by
the IASB: January 1, 2027).

Amendments to IAS 21 - Transition to a hyperinflationary presentation currency (effective date set by the
IASB: January 1, 2027).

IFRS 14 - Deferral Accounts for Regulated Activities (effective date set by the IASB: January 1, 2016).

Amendments to IFRS 10 and IAS 28 - Sale of or contribution of assets between an investor and its
associates or joint ventures and subsequent amendments (effective date deferred indefinitely by the
IASB, but early application permitted)

The Company anticipates that the adoption of these new standards and amendments to existing
standards will not have a material impact on the Company's individual financial statements in the future.

Risk hedging 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 hedging
accounting for a portfolio of financial assets and liabilities pursuant 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 subsequent to the balance sheet date

Events occurring after the balance sheet date may provide additional information on the reported period
compared to that 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 favourable or unfavourable, that occur between the
balance sheet date and the date on which the annual financial statements are approved. Post-balance
sheet events include all events that occur up to the date on which the annual financial statements are
approved, even if those events occur after the public disclosure of financial information.

Two types of post-balance sheet events can be identified:

- those proving the conditions that existed at the balance sheet date. These events subsequent to the
balance sheet date lead to the adjustment of the annual financial statements; and
- those that provide indications of conditions arising after the balance sheet date. These events
subsequent to the balance sheet date do not lead to an adjustment to the annual financial statements.










Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


23
(s) Non-financial climate-related disclosures and the impact of climate risks on asset impairments

In the context of the European Union's objective of achieving climate neutrality by 2050, the Company
recognises the need for significant investment and capital mobilisation towards economic sectors that
can facilitate the transition to a sustainable model. In this regard, part of the Company's sustainability
efforts have focused on integrating ESG (environmental, social and governance) principles into its current
activities. The Company has also assessed the impact of climate risks on its assets, including the
impairment risks associated with them, and has adopted appropriate measures to manage them.

Impairment of non-financial assets

The tangible assets held by the Company, classified as both tangible assets and real estate investments
(presented in the specific notes to the financial statements), are amortized in accordance with the
applicable legal provisions and accounting rules. Their periodic revaluation, for the purpose of
demonstrating them at fair value, carried out in accordance with the applicable valuation standards, shall
also take into account the risks associated with the holding or exploitation of those assets. The assets
held by the Company and reflected as tangible assets or real estate investments have not suffered
impairments that represent the effect of climate change and whose impact is recognized in the financial
statements prepared by the Company.

Provisions, accounting treatment of electricity purchase contracts

The Company has not concluded and does not have concluded contracts for the purchase of electricity,
other than those signed as a final consumer to ensure the operation of the operational activity carried
out at the Company's main headquarters and at the branch in Bucharest. As a result, the Company did
not recognise provisions in this regard. Both in the previous financial years and in the financial year
ended December 31, 2025, the share of energy costs in the Company's total operating expenses was low.


(t) Impact of the conflict in Ukraine on financial statements

The Company does not have any investments or exposures in the area of the military conflict in Ukraine.
The impact on the Company's equity and financial performance is related to unpredictable developments
in financial markets, significant fluctuations in the value of some asset classes, significant changes in fair
value in the case of equity holdings of issuers facing disruption in the raw material supply chain,
increases in operating costs or increased energy costs. These aspects were reflected in the changes in
Tier 1 fair value during the year, in the interim reports, and in these financial statements, on account of
the assumptions taken into account in determining the Tier 3 fair value applied to unlisted or non-active
market shareholdings.

(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 record exceptional variations in employee benefits as a result of the current
macroeconomic environment. Any changes in the level of employees' remuneration are the result of
periodic negotiations between the Company's management and the employees' representatives, under
the conditions of the applicable legal regulations.



Impairment of non-financial assets
The tangible assets held by the Company, classified as both tangible assets and real estate investments
(presented in the specific notes to the financial statements), are amortized in accordance with the

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


24
applicable legal provisions and accounting rules. Their periodic revaluation, for the purpose of
highlighting them at fair value, 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. The assets held by the Company and reflected as tangible assets or real
estate investments have not suffered impairments that represent the effect of the current
macroeconomic environment and whose impact is recognized in the individual financial statements
prepared by the Company.

Expected credit losses
The Company assessed the need for the recognition of expected credit losses in accordance with IFRS,
using the simplified model of expected credit losses ("ECL"). The estimate was based on the analysis of
the likelihood of payment, risk exposure and expected losses, taking into account the information
available at the reporting date.
As a result of this analysis, it was determined that the expected credit losses do not have an impact on
the individual financial statements. Compared to previous periods, there were no significant changes in
the ECL estimates that would warrant further adjustments. Details of these financial instruments are set
out in the notes to the financial statements, in the sections relating to the risks to which the Company is
exposed, as well as in the notes detailing the equity positions that include these assets.


4. Management of significant risks

The risk management activity is found in the organizational structure of the Company and concerns both
general risks and specific risks, as provided for by the applicable national and European legislation and
regulations.
The most important financial risks to which the Company is exposed are credit risk, liquidity risk and
market risk. Market risk includes currency risk, interest rate risk and equity price risk. This note provides
information regarding the Company's exposure to each of the above-mentioned risks, the Company's
objectives and policies, and the risk assessment and 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 dedicated to each type of risk.


4.1 Financial risks

(a) Market risk

Market risk is the current or future risk of losses on on-balance sheet and off-balance sheet positions due
to adverse fluctuations in the price market (such as e.g. share prices, interest rates, exchange rates). The
Company's management sets the risk limits that can be accepted, limits that are regularly monitored.
Position risk is associated with the portfolio of financial instruments held by the Company with the
intention of benefiting from the favorable evolution of the price of those financial assets or from any
dividends/coupons granted by issuers. The Company is exposed to position risk, both in relation to the
general and to the specific one, due to the short-term investments made in bonds, shares and fund units.

The management has continuously pursued and continues to minimize the possible adverse effects
associated with this financial risk through an active policy of prudential diversification of the portfolio, as
well as by using one or more risk mitigation techniques depending on the evolution of market prices
related to the financial instruments held by the Company.







Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
25
Concentration risk
Concentration risk concerns all assets held by the Company, regardless of the period of their holding, and
by reducing this type of risk, the aim is to avoid the registration of too large an exposure to a single
debtor/issuer at the level of the Company.
The Management's Exposure Diversification Policy applies to the portfolio structure, the structure of the
business model, as well as the structure of the exposures to financial risks. Thus, this diversification policy
involves: diversifying the portfolio by avoiding excessive exposure to a debtor, issuer, country or
geographical region; the diversification of the structure of the business plan aims at the level of the
Company to avoid excessive exposure to a certain line of business/sector of activity; The diversification of
the financial risk structure aims to avoid excessive exposure to a certain type of financial risk.
The market risk of equity instruments results predominantly from shares measured at fair value through
other comprehensive income and the profit or loss account. The entities in which the Company holds
shares operate in various industries.
The objective of market risk management is to control and manage market risk exposures within
acceptable parameters, to the extent of profitability optimization.
The Company's market risk management strategy 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) Equity price risk
Price risk is the risk of making losses due to asset price developments.
The Company is exposed to the 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 activity of its issuer or factors
affecting all instruments traded on the market.
The Board of Directors monitors the manner in which market risk management is carried out, and
internal procedures provide that, when price risks are not in line with the Company's investment policy
and principles, the portfolio must be rebalanced.
A positive change of 10% in the price of financial assets at fair value through the profit and loss account
(subsidiary shares, associates, bonds, securities and fund units) would lead to an increase in profit after
tax, by RON 157,707,264 (December 31, 2024: RON 137,184,314), a negative change of 10% having a
similar impact, but in the opposite direction.
A 10% positive change in the prices of financial assets measured at fair value through other elements of
the comprehensive result, investments in equities, would lead to an increase in equity, net of corporate
income tax, by RON 96,691,535 (December 31, 2024: RON 74,047,634), a negative change of 10% having a
similar impact, but in the opposite direction.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
26
The company holds shares in companies operating in different sectors of activity, as follows:
As can be seen from the table below, as of December 31, 2025, the Company held mainly shares in
companies operating in the financial-banking and insurance fields, with a share of 57.5% of the total
portfolio, up from the 51.8% share recorded on December 31, 2024.
In LEI
December 31,
2025
%
December 31,
2024
%
Financial intermediation and insurance 2.821.824.145 57,5% 1.966.391.133 51,8%
Financial services applicable to the real estate
field
906.147.452 18,5% 799.724.938 21,1%
Manufacturing 505.486.259 10,3% 531.428.464 14,0%
Extractive industry 353.305.800 7,2% 251.752.575 6,6%
Hotels and restaurants
77.746.609
1,6%
98.666.643
2,6%
Real estate rentals
203.175.738
4,1%
76.079.976
2,0%
Transport and storage
31.501.393
0,6%
42.431.866
1,1%
Production and supply of energy, gas, water - 0,0% 27.450.000 0,7%
Construction 3.841.912 0,1% 4.463.516 0,1%
Wholesale & Retail, Automotive Repair
863.100
0,0%
206.465
0,0%
TOTAL
4.903.892.409
100,0%
3.798.595.576
100,0%
As of December 31, 2025, the Company holds fund units worth RON 177,072,799 (December 31, 2024:
RON 316,965,914), in the following investment funds: ASSET PLUS (Alternative investment fund with
private capital), OPTIMINVEST (Alternative investment fund with private capital), STAR VALUE (Alternative
open-ended investment fund), MULTICAPITAL INVEST (Alternative investment fund with private capital),
ROMANIA STRATEGY FUND (Closed-end alternative investment fund). The Company is exposed to price
risk in terms of the 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
fluctuate as a result of changes in market interest rates.
With regard to interest-bearing financial instruments: interest rate risk is composed of the risk of
fluctuation in the value of a particular financial instrument as a result of changes in interest rates and the
risk of differences between the maturity of interest-bearing financial assets and that of interest-bearing
liabilities. However, interest rate risk can also influence the value of fixed interest-bearing assets (e.g.
bonds), by decreasing their fair value, so that an increase in the market interest rate will cause the value
of future cash flows generated by them to decrease and may lead to a reduction in their price, if it causes
an increase in 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 can cause the price of
stocks and bonds to rise and will cause an increase in the fair value of future cash flows.
With respect to fixed interest bearing assets or marketable assets, the Company is exposed to the risk
that the fair value of future cash flows related to financial instruments may fluctuate as a result of
changes in market interest rates.
As such, the Company will be subject to limited exposure to fair value rate risk or future cash flows due to
fluctuations in prevailing market interest rate levels.
The Company does not use derivatives to hedge against interest rate fluctuations.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
27
The following table illustrates the annual interest rates earned by the Company on interest-bearing assets
during 2025:
RON EUR
Interval Interval
Financial assets
Min
Max
Min
Max
Bank deposits 4,30% 6,80% 1,01% 1,80%
Financial assets at amortised cost 3,65% 6,3% 4,75% 15%
Financial assets at fair value through profit and loss* - - 5,44% 6,21%
* Financial assets at fair value through the profit or loss account include two loans in euro granted in 2024 and 2022 to
subsidiaries.
The following table illustrates the annual interest rates earned by the Company on interest-bearing assets
during 2024:
RON EUR
Interval Interval
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%
* Financial assets at fair value through the profit or loss account include two loans in euro granted in 2024 and 2022 to
subsidiaries.
The company faces interest rate risk due to exposure to adverse interest rate fluctuations. The change in
market interest rates for ROBOR and EURIBOR directly influences the income and expenses related to
variable interest rate financial assets and liabilities, as well as the market value of fixed interest rates. As
of December 31, 2025 and December 31, 2024, most of the Company's assets and liabilities are non-
interest-bearing. As a result, the Company is not directly affected by the risk of interest rate fluctuations.
Cash and cash equivalents are generally invested at short-term interest rates. However, the decrease in
market returns may affect the valuation value of the assets held by the Company.
The table below contains a summary of the Company's exposure to interest rate risks. The table includes
the Company's assets and liabilities at book values, classified according to the most recent date between
the date of the change in interest rates and the maturity date.
In RON 2025 2024
Cash and cash equivalents*
708.409.315 607.728.000
Financial assets at fair value through profit and loss - loans granted
32.633.300 56.707.569
Financial assets at amortised cost – bonds
83.866.359 1.243.601
Financial assets at amortised cost – government securities
59.955.166 -
TOTAL 884.864.141 665.679.170
*Short-term investments in bank deposits are included in cash equivalents (maturity of less than 3 months)
The impact on the Company's net profit (on account of interest income) of a change of ± 1.00% in the
interest rate on assets and liabilities bearing variable interest and denominated in other currencies in
conjunction with a change of ± 1.00% in the interest rate related to assets and liabilities bearing variable
interest and expressed in lei is RON 645,951 (December 31, 2024: 339,496 lei).

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
28
(iii) Currency risk
Currency risk is the risk of incurring losses or not realizing the estimated profit as a result of unfavorable
exchange rate fluctuations. The Company invests in financial instruments and enters into transactions
that are denominated in currencies other than its functional currency, thus being exposed to risks that
the exchange rate of the national currency relative 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 carried out transactions during the reporting periods in both Romanian currency (Leu) and
foreign currency. The Romanian currency fluctuated compared to foreign currencies, EURO and USD.
The financial instruments used give the possibility to preserve the value of monetary assets held in lei, by
making investments and collecting interest depending on the maturity date.
The Company has not engaged in any exchange rate derivatives transactions during the financial years
presented.
The Company's financial assets and liabilities in lei and foreign currencies as of December 31, 2025 and
December 31, 2024 can be analyzed as follows:
Financial assets at exchange rate risk (EUR/USD/GBP in RON)
In RON 2025 2024
Cash and cash equivalents
304.988.648
376.012
Financial assets at fair value through profit or loss account –
(including assets held by investment funds)*
38.404.487
59.972.121
Financial assets at amortised cost 85.750.075 1.243.601
Total assets 429.143.210
61.591.734
Debts from the leasing contract (2.126.955) (2.247.505)
Total liabilities (2.126.955) (2.247.505)
Net financial assets
427.016.254
59.344.229
* Financial assets at fair value through the profit or loss account include loans in euros (granted in 2024 and 2022) and
holdings in foreign currency of closed-end investment funds, proportional to the Company's holding in their net assets.
As of December 31, 2025 and December 31, 2024, the Company holds fund units in ASSET PLUS
(Alternative Private Equity Investment Fund), OPTIMINVEST (Private Equity Alternative Investment Fund),
STAR VALUE (Open-ended Alternative Investment Fund), MULTICAPITAL INVEST (Private Equity Alternative
Investment Fund), ROMANIA STRATEGY FUND (Closed-End Alternative Investment Fund). The Company is
exposed to currency risk in terms of the investments made by these Investment Funds (financial
instruments listed on foreign markets, available or investments in foreign currency).
As of December 31, 2025 and December 31, 2024, respectively, the assets of private equity funds
represented mainly investments in shares listed on a regulated market in Romania and other European
Union 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 correspondence with the reporting currency, keeping
all other variables constant:
December 31, 2025 December 31, 2024
Impact on
the profit
and loss
account
Impact on other
elements of the
overall result
Impact on
the profit
and loss
account
Impact on other
elements of the
overall result
EUR appreciation 5% (2024: 5%)
1.558.609
-
151.328
-
Depreciation of EUR 5% (2024:
5%)
(1.558.609)
-
(151.328)
-
Total - - - -

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


29
(b) Credit risk

Credit risk is the risk that a counterparty to a financial instrument fails to meet a financial obligation or
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 made in bonds issued by
companies or the Romanian State, current accounts and bank deposits and other receivables.
The Company's management closely and constantly monitors its exposure to credit risk so that it does
not suffer losses as a result of the concentration of credit in a particular sector or field of activity.
As of December 31, 2025 and December 31, 2024, it does not hold collateral as insurance, nor other
credit rating upgrades.
As of December 31, 2025 and December 31, 2024, the Company had no outstanding financial assets,
except for balances from various debtors, which were considered impaired

The Company assessed the need for the recognition of expected credit losses in accordance with IFRS,
using the simplified model of expected credit losses (ECL). The estimate was based on the analysis of the
likelihood of payment, risk exposure and expected losses, taking into account the information available at
the reporting date.
As a result of this analysis, it was determined that the expected credit losses do not have an impact on
the financial statements. Compared to previous periods, there were no significant changes in the ECL
estimates that would warrant further adjustments.

Below are the financial assets with exposure to credit risk:

December 31, 2025
Current
accounts Bank deposits
Government
bonds/bonds
(valued at
amortised cost)
Other
financial
assets Total

AAA to A- rating





AAA+

BBB+ 51.821 335.734.155 335.785.976
BBB






BBB- 589.712 372.675.160 59.955.166 436.720.421
BB+




BB
5.630



5.630

Baa2
No rating

83.866.359 41.491.372 127.241.447
TOTAL

647.163

708.409.315

149.205.624

41.491.372

899.753.474


December 31, 2024
Current
accounts Bank deposits
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+




BB
14.817

304.168.000

304.182.817

Baa2






No rating

33.778.620 90.486.190
TOTAL
1.176.537

607.728.000

33.778.620
642.683.158

In the financial statements for the year ended 31 December 2024, the table presenting the financial assets
exposed to credit risk included a loan classified at fair value through profit or loss (FVTPL). To align the

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


30
presentation with the nature of the instruments included in the credit risk exposure analysis in this note, that
loan has been excluded from the above table for both the current period and the comparative information for
the year ended 31 December 2024. This modification represents a presentation reclassification only and has no
impact on the Company’s financial position, financial performance, or cash flows.

The Company's maximum exposure to credit risk is RON 894,369,377 as of December 31, 2025
(December 31, 2024: RON 642.683.158). Below are the most important components at risk:


*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 at risk of being lost or reduced in value.

The category of other financial assets mainly includes miscellaneous debtors amounting to RON
41,473,188 (December 31, 2024: RON 33,190,738) that do not represent outstanding or impaired
receivables.

As of December 31, 2025 and December 31, 2024, the Company considers the value of receivables
(among miscellaneous debtors) to be depreciated in the amount of RON 717,477 (December 31, 2024:
RON 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 experience difficulties in fulfilling its obligations arising
from short-term financial liabilities, which are extinguished by payment in cash or other financial means,
or that such obligations will be extinguished in a manner unfavourable to the Company.
The company monitors the evolution of the liquidity level in order to be able to pay its obligations on the
date they become due and permanently analyzes the assets and liabilities, depending on the period
remaining until the contractual maturities.
















Credit
rating
Parent company

Sourc
e
December 31,
2025
December 31,
2024
BRD - Societe Generale Group BBB+
BRD - Societe
Generale Group

Fitch
2.156 1.941
Banca Transilvania BBB- Banca Transilvania Fitch 337.579.228 247.789.127
Banca Comerciala Romana BBB+
Banca Comerciala
Romana
Fitch 335.783.555 56.910.854
CEC Bank

BB

CEC Bank

Fitch

5.630

6.327

Exim Bank BB Exim Bank Romania Fitch 35.685.645 304.176.490
Intesa Sanpaolo Romania*

BBB

Intesa Sanpaolo Italy

Fitch

-

18.810

UniCredit Tiriac BBB+ UniCredit Tiriac Fitch 265 988
TOTAL (Note 13)




709.056.478

608.904.537


Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


31







The structure of assets and liabilities was analyzed based on the period remaining from the balance sheet
date to the contractual maturity date, both on December 31, 2025 and December 31, 2024, as follows:

In LEI
Book value
Under 3
months
Between 3
and 12
months
More than
1 year
No default
maturity
December 31, 2025
Financial assets











Cash and cash equivalents 711.319.033 711.319.033 - - -
Financial assets at fair value
through the profit and loss
account
1.778.544.726 37.325.600 - - 1.741.219.126
Financial assets measured at
fair value through other
comprehensive income
3.339.746.096 - - - 3.339.746.096
Financial assets measured at
amortised cost
149.205.624 63.455.549 84.460.779 1.289.295 -
Other financial assets
42.208.849 42.190.665 13.058 5.126 -
Total financial assets
6.021.024.328 854.290.847 84.473.837 1.294.422 5.080.965.222







Financial debts






Payout dividends
36.989 - - - 36.989
Other financial liabilities

3.693.767

3.693.767

-

-

-

Debts from the leasing
contract
2.126.955 60.197 180.591 1.886.168 -
Total financial liabilities 5.857.712 3.753.964 180.591 1.886.168 36.989

Excess liquidity
6.015.166.616 850.536.883 84.293.247 (591.746) 5.080.928.233


In LEI
Book value
Under 3
months
Between 3
and 12
months
More than
1 year
No default
maturity
December 31, 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
amortised 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 debts
Payout dividends

9.816.739 - - - 9.816.739
Other financial liabilities 2.898.559 2.898.559 - - -
Debts from the leasing
contract
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


Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


32

Excess liquidity
4.807.687.006 625.909.904 15.994 74.674.943 4.107.086.165

The share of immediately available cash (cash and cash equivalents) is increasing compared to the
previous year and there is a surplus of liquidity on each relevant maturity/maturity category, presented in
the table above. The liquidity risk remains mainly influenced by the liquidity of the local capital market,
respectively by the ratio between the volume of the Company's main listed holdings and their average
daily liquidity.

4.2 Other risks

By the nature of its object of activity, 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
Company is exposed are:
• taxation risk;
• the risk related to the business environment;
• operational risk.

Risk management aims to maximize 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 dedicated to each type of risk.

(a) Taxation risk

Starting with January 1, 2007, following Romania's accession to the European Union, the Company had to
comply with the regulations of the European Union, and consequently prepared for the application of the
changes brought by the European legislation. The company has implemented these changes, but the way
of implementing them remains open to tax audit for 5 years.
The interpretation of the texts and the practical implementation of the procedures of the new applicable
tax regulations could vary and there is a risk that in certain situations the tax authorities will adopt a
different position from that of the Company.
From the point of view of corporate income tax for the financial year 2015, there is a risk of different
interpretation by the tax authorities of the accounting treatments determined by the transition to IFRS as
an accounting basis.

The company chose to prescribe the dividends distributed and not collected for 3 years by the
shareholders and to record them in the Other Reserves account (separate analytical). According to the
provisions of the Civil Code, the statute of limitations applies to the right to request enforcement, not to
the right of ownership over the amounts. Given that the transfer of these amounts, already taxed in the
sphere of both corporate and dividend tax, back to equity represents a transaction with shareholders, not
a taxable transaction. Consequently, the Company did not recognize a deferred tax related to these
amounts. In those circumstances, there is a risk of a different interpretation by the tax authorities relating
to these transactions.
In addition, the Romanian Government has a number of agencies authorized to carry out the audit
(control) of companies operating on the territory of Romania. These controls are similar to tax audits in
other countries, and can cover not only tax issues, but also other legal and regulatory issues of interest to
these agencies. The Company may be subject to tax audits as new tax regulations are issued.

(b) Risk related to 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 2025 it has
adopted the necessary measures for the sustainability and development of the Company in the existing
conditions on the financial market, by monitoring cash flows and the adequacy of investment policies.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


33
The avoidance of risks, the mitigation of their effects are ensured by the Company through an investment
policy that complies with the prudential rules imposed by the applicable legal provisions and regulations.
Lion Capital S.A. has adopted risk management policies through which they are actively managed, with
specific procedures for identifying, assessing, measuring and controlling risks being applied, which
provide reasonable assurance regarding the achievement of the Company's objectives, ensuring a
constant balance between risk and expected profit.
The risk management process aims to: (i) identify and assess significant risks with a major impact in
achieving the investment objective and developing activities to counteract the identified risk; (ii) adapting
risk management policies to financial developments in the capital market, monitoring performance and
improving risk management procedures; (iii) reviewing investment decisions in correlation with the
evolution of the capital and money markets; (iv) compliance with the legislation in force.
The aggressive measures taken by the main central banks (the Federal Reserve, the European Central
Bank, etc.) to moderate inflation and the uncertainties regarding the short- and medium-term impact of
these measures on macroeconomic developments have led to high volatility among the main capital
markets. The lack of visibility in terms of central banks' attitude to these externalities, the necessary level
of successive interest rate hikes and their impact on global demand are the main challenges in asset
portfolio management in 2025 as well.

(c) Operational risk

Operational risk is the risk of direct or indirect losses resulting from deficiencies or deficiencies in the
Company's internal procedures, personnel, systems or from external events that may have an impact on
its operations. Operational risks arise from all of the Company's activities.
The Company's objective is to manage operational risk to the extent that it limits its financial losses, does
not damage its reputation and achieves its investment objective of generating benefits for investors.
The primary responsibility for the implementation and development of operational risk control lies with
the Board of Directors. This responsibility is supported by the development of general operational risk
management standards, which encompass controls and processes at service providers and service
engagements with service providers.


(d) Capital adequacy

The management's capital adequacy policy focuses on maintaining a solid capital base in order to
support the Company's continued development and achieve investment objectives.
The Company's equity includes share capital, various types of reserves and retained earnings.
Shareholders' equity amounted to RON 5,699,128,590 as of December 31, 2025 (RON 4,593,615,461 as of
December 31, 2024).

5. Accounting estimates and significant judgments

Management discusses the development, selection, presentation and application of significant
accounting policies and estimates. All these are approved during the meetings of the Company's Board of
Directors.
These presentations complement the information on financial risk management (see note 4.1).












Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


34






Key sources of forecast uncertainty

Significant accounting judgments for the application of the Company's accounting policies include:

Application of Amendments to IFRS 10 Investment Entities

In 2018, the Company reconsidered the IFRS 10 criteria for classification as an investment entity and
concluded that they are met, namely:
a) obtain funds from one or more investors for the purpose of providing them with investment
management services;
b) commits to its investors that the purpose of its business is to invest funds only for gains from
increasing the value of the investment, income from investments or both; and
c) quantifies and evaluates the performance of almost all of its investments on a fair value basis (IFRS
10.27).

The company also meets the specific characteristics of an investment entity, namely:
- Investment-related services;
- The purpose of the activity; and
- Fair value measurement.

As an investment entity under IFRS 10, the Company does not consolidate the subsidiaries it controls,
which are measured at fair value at profit or loss in accordance with IFRS 9. Based on the disclosure
requirements of IFRS 12, the Company discloses detailed information for each non-consolidated
subsidiary below, including: principal place of business, percentage owned, nature of business,
measurement method and level of fair value hierarchy under IFRS 13.

Subsidiary Country / City Percentage of
holding
Nature of the
activity
Fair Value Level Classification
SIF Real Estate Cyprus / Nicosia 100% Real Estate 3 FVTPL
Napomar Romania / Cluj 99.43% Real Estate 3 FVTPL
SIF 1 IMGB

Romania /
Bucharest
99.99%

Real Estate

3

FVTPL

SIF Hotels

Romania /
Oradea
99%

Horeca

3

FVTPL

IAMU Romania / Blaj 96.53% Manufacturing 3 FVTPL
Vrancart

Romania /
Adjud
76.33%

Manufacturing

1

FVTPL

SIF SPV TWO

Romania /
Bucharest
99.99%

Real Estate

3

FVTPL

SIF SPV Logistic Romania / Cluj 5.53%

Real Estate 3 FVTPL
SIF SPV THREE Romania /
Bucharest
99.90%

Real Estate 3 FVTPL
SIF SPV FOUR Romania /
Bucharest
99.90%

Real Estate 3 FVTPL







Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


35






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 calculating fair value:

• Level 1: The market price quoted on an active market for an identical instrument.
• Level 2: Evaluation techniques based on observable elements. This category includes instruments
valued using: the market price quoted on the active markets for similar instruments; quoted prices
for similar instruments on markets considered less active; or other valuation techniques in which
elements may be directly or indirectly observable from market statistics.
• Level 3: Evaluation techniques based largely on unobservable elements. This category includes all
instruments for which the assessment technique includes elements that are not based on observable
data and for which unobservable input parameters may have a significant effect on the assessment
of the instrument. This category includes instruments that are valued on the basis of quoted prices
for similar instruments but for which adjustments are required based largely on unobservable data
or estimates to reflect the difference between the two instruments.

The concentration risk to which the Company is exposed is presented in Note 4.1 (a) (i), which includes
the structure of exposures to the main NACE sectors as at 31 December 2025 and 31 December 2024
respectively.
The fair value of financial assets and liabilities that are traded on active markets shall be based on the
prices quoted on the market or the prices quoted by intermediaries. For all other financial instruments,
the Company determines fair value using valuation techniques. Valuation techniques include net present
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 include risk-free interest rates and benchmark rates, credit spreads and
other premiums used to estimate discount rates, bond and equity yields, exchange rates, capital price
indices, volatilities and forecasted correlations. The purpose of measurement techniques is to determine
fair value that reflects the price of financial instruments at the reporting date, which would be
determined under objective conditions by market participants.
The Company uses recognised valuation models to determine the fair value of simple financial
instruments that use only market-observable data and require very few estimates and analysis from
management (e.g. instruments that are measured 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 entry parameters are usually
available in the market for equity instruments. Their availability reduces the need for management
estimates and analysis and the uncertainty associated with determining fair value. The degree of
availability of observable market prices and input data varies by product and market and is subject to
change as a result of specific events and general financial market conditions.
For shares that do not have a market price quoted in an active market, the Company uses valuation
models that are usually derived from known valuation models. Some or all of the significant input data in
these models may not be observable in the market and are derived from market prices or are estimated
on the basis of assumptions. Valuation models that require unobservable inputs require a higher degree
of analysis and estimation from management to determine fair value. Management analysis and
estimation are in particular involved in selecting the appropriate valuation model, determining the future
cash flows of the financial instrument, determining the likelihood of counterparty default and advance
payments, and selecting appropriate discount rates.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


36
For financial instruments for which there is no active market (level 3), fair value was determined by
external valuers using valuation techniques that include techniques based on net present value, the
discounted cash flows method, the method of comparisons with similar instruments for which there is an
observable market price. The assessment techniques have been used consistently, with no changes in
their application.
In 2025, the valuation methods for unlisted and listed holdings that do not meet the criteria to be
considered an active market according to IFRS 13 were maintained.
However, the impact of further changes in these assumptions on financial markets in general, and on
individually assessed issuers, may be favourable or unfavourable to fair values in future financial years.
The Company's management analyzed the situation between the date of completion of the valuation
reports and the date of authorization for the publication of the annual financial statements, concluding
that there is no publicly available information that could significantly impact the fair values of the
holdings presented in these annual financial statements.

An analysis of financial instruments and investments in real estate and land and buildings recognised at
fair value according to the valuation method is presented in the table below:


December 31, 2025
In LEI

Level 1 Level 2 Level 3 Total
Financial assets at fair value through profit
and loss account – shares
440.588.704 - 1.123.557.615 1.564.146.319
Financial assets at fair value through profit
and loss account - fund units
- 177.072.807 177.072.807
Financial assets at fair value through profit
and loss account – loans granted -
- 37.325.600 37.325.600
Financial assets measured at fair value
through other comprehensive income –
equities
3.064.101.253 - 275.644.842 3.339.746.096
Real estate investments

-

-

10.737.442

10.737.442

Land and buildings - - 4.236.517 4.236.517


3.504.689.957

177.072.807

1.451.502.017

5.133.264.781





In 2025 there were the following transfers between the fair value levels (holding in Grand Hotel
Bucharest). The holding was reclassified from level 2 to level 3 of the market value hierarchy, given the
absence of an active market for this financial instrument. Fair value was determined on the basis of an
external valuation report prepared by a licensed valuer. According to the accounting policy and valuation
methodology, the input data used is largely unobservable on the market, which justifies the classification
at Level 3 according to IFRS 13 – Fair Value Measurement.

Level 1 Level 2 Level 3
Book value as of January 1, 2025

-


77.050.702

-

Transfers to Level 2 - (77.050.702)

-

Transfers to Level 3 77.050.702
Change in fair value of financial assets measured by other
comprehensive income -

-

(15.700.702)

Acquisitions/participations in share capital - - -
Sales - - -
Book value as of December 31, 2025 -

-

61.350.000


December 31, 2024

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


37
In LEI
Level 1 Level 2 Level 3 Total
Financial assets at fair value through 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 –
equities
2.176.680.651 77.050.702 189.186.344 2.442.917.698
Real estate investments - - 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 level 1 to level 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 of January 1, 2024

62.912.186


-


-

Transfers to Level 2 (62.912.186) 62.912.186

-

Change in fair value of financial assets measured by other
comprehensive income -


(6.929.786)
-

Acquisitions/participations in share capital - 21.068.302 -
Sales - - -
Book value as of December 31, 2024 -

77.050.702

-







The following table shows the reconciliation from the beginning balance to the ending balance for
financial assets measured at fair value and real estate investments, level 3 of the fair value hierarchy:

2025
Financial assets
measured at fair value
through other
comprehensive income
- equities
Financial assets
measured at fair
value through profit
or loss account -
shares


Real estate
investments
Balance as of January 1, 2025 189.186.344 916.863.520 11.913.467
(Gains) or losses recognised in:
- profit and loss account - 206.694.096 (1.176.025)
- other elements of the overall
result 26.560.513 -

Acquisitions/Entries

61.797.610

-


Value of shares sold (1.899.624) -
Balance as of December 31, 2025 275.644.843 1.123.557.616 10.737.442
2024

Balance on January 1, 2024 171.304.930 921.293.571 14.363.411
(Gains) or losses recognised in:




- profit and loss account - 52.926.827 4.275

-

other elements of the overall
result 17.836.054 -


Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


38
Acquisitions/Entries 471.720 61.288.650
Value of shares sold

(426.359)

(118.645.528)

(2.454.219)

Balance as of December 31, 2024

189.186.344

916.863.520

11.913.467



Although the Company considers its own fair value estimates to be adequate, the use of other methods
or assumptions could lead to different fair value values. For fair values recognised following the use of a
significant number of unobservable input data (level 3), changing one or more variables in order to make
alternative assumptions possible would have effects on the overall result and the current result.

At the value resulting from the evaluation of the investments in shares, a sensitivity analysis was carried
out by estimating some risk variations on the main influencing factors. Two evaluation techniques were
used, namely:

(1) Valuation based on discounted net cash flow – thus, both the EBITDA values and the weighted average
cost of capital values were statistically changed by +/-5% (2024: +/-5%), considered as a risk limit,
obtaining values per share and implicitly of the company's equity with a deviation from the standard
value. These deviations from the standard value influence the profit and loss account, respectively other
items of the comprehensive result (net of tax).

2025
Modifying the Global
Elements Variable
Impact on the profit or loss
account
Impact on other elements of the
overall result
EBITDA growth by 5% 5.167.308 4.784.093
EBITDA decrease by 5% (5.167.308) (4.784.093)
WACC increase by 5% 5.974.380 4.747.115
Decrease WACC by 5% (5.974.380) (4.747.115)
2024
Modifying the Global
Elements Variable
Impact on the profit or loss
account
Impact on other elements of the
overall result
EBITDA growth by 5% 6.391.848 12.744.366
EBITDA decrease by 5% (6.391.848) (12.744.366)
WACC increase by 5% 9.061.532 12.781.462
Decrease WACC by 5%

(9.061.532)

(12.781.462)



(2) Corrected net asset valuation – both asset values and obligations (liabilities) were changed by +/-5%
(2024: +/-5%), resulting in values per share and equity of the Company, with a deviation from the
standard value. These deviations from the standard value influence the profit and loss account,
respectively other items of the comprehensive result (net of tax).

2025
Modifying the Global Elements Variable
Impact on the profit or
loss account
Impact on other
elements of the overall
result
Increase in assets by 5% 25.478.789 1.145.480
Decrease in assets by 5%

(25.478.789)

(1.145.480)

Increase in debts by 5%

(43.454.238)

(4.209.901)

Debt reduction by 5% 43.454.238 4.209.091
2024
Modifying the Global Elements Variable
Impact on the profit or
loss account
Impact on other
elements of the overall
result
Increase in assets by 5%

40.154.310

6.378.101

Decrease in assets by 5% (40.154.310) (6.378.101)
Increase in debts by 5% (4.275.629) (3.179.453)
Debt reduction by 5% 4.275.629 3.179.453


Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


39
At the value resulting from the evaluation of the fund units, a sensitivity analysis was carried out. These
funds generally invest in highly liquid stocks and bonds. As such, the sensitivity analysis was carried out
considering a variation of +/-10% in the market prices of equity instruments. These variations influence
the profit and loss account (net of tax) with the amount of +/- RON 17,707,280 as of December 31, 2025
(December 31, 2024: +/- RON 31,696,591).

At the value resulting from the valuation of real estate investments, a sensitivity analysis was carried out
by estimating risk variations on the main influencing factors. Two evaluation techniques were used,
namely:

- valuation based on updated net cash flow - thus, the values of the estimated revenues to be obtained
from these real estate investments have been modified +/-5%. These deviations from the standard value
influence 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 real estate investments have been modified +/-5%. These deviations from the standard value
influence the profit and loss account (net of tax).

2025
Modifying the Global Elements Variable Impact on the profit or loss account
Revenue growth by 5%

-

Revenue decrease by 5% -
Market value increase by 5% 536.872
Decrease in market value 5% (536.872)

2024
Modifying the Global Elements Variable

Impact on the profit or loss account

Revenue growth by 5% -
Revenue decrease by 5% -
Market value increase by 5% 595.673
Decrease in market value 5%

(595.673)


Management considers that a presentation in the manner of the above is useful for establishing useful
directions of action in risk management.



Classification of financial assets and liabilities

The Company's accounting policies provide the basis for assets and liabilities to be classified, at the initial
time, in 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 presented in note
3(e)(i) were met.
Details on the classification of the Company's financial assets and liabilities are set out in note 6.

Determining the Fair Value of Real Estate Investments
The fair value of completed real estate investments is determined using the income method with explicit
assumptions about the benefits and liabilities of ownership over the life of the asset, including an exit or
closing value. As an accepted method within the income approach for valuation, the method of
capitalization of income on real estate property shares is used. To projected cash flow series, a market-
derived capitalization ratio is applied to determine the present value of cash flows associated with real
estate.
The specific income and timing of entries and exits are determined by events such as rent review,
renewal of the lease agreement and related rental periods, reletting, redevelopment or renovation. The
corresponding duration is usually determined by market behavior. In the case of real estate investments,
revenues estimated as gross income minus unoccupied spaces, sunk expenses, collection losses, rental

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


40
incentives, maintenance costs, agency costs and commissions and other operating and management
expenses.
For the years ended December 31, 2025 and 2024, the Company obtained valuation reports on its real
estate investments. The fair value of real estate investments is based on these valuations.
For all real estate investments, the current degree of utilization is equivalent to the highest and best
degree of utilization. In the case of outsourcing the preparation of valuation reports, the Company
reviews the valuations carried out by the independent evaluators for financial and reporting purposes.
IFRS 13 defines fair value as the price that would have been received in the event of the sale of an asset
or paid for the transfer of 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 the inputs used in valuation techniques into three levels. The hierarchy gives the highest priority
(Level 1) to prices listed in the active markets for identical assets or liabilities and the lowest priority (Level
3) to insignificant entries. The different levels of the fair value hierarchy are explained below:
— Level 1: Prices listed (unadjusted) on the active markets for identical assets or liabilities that the
Company can access at the valuation date;
— Tier 2: Use of a model with inputs (other than prices included in Tier 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.
The Company's real estate investments are classified as Level 3. There were no transfers between levels
of the hierarchy during the year.

Information related to the measurement of fair value using significant unobservable inputs (Level 3) for
2025 is presented in the table below:

Segments Evaluation method Estimated value –
euro/sqm
Commercial & Services – Buildings Sales comparison
method
1,305 euro/sqm

Information on the measurement of fair value using significant unobservable entries (Level 3) for 2024 is
presented in the table below:

Segments Evaluation
method
Estimated rent
value – euro/sqm
Capitalization
Rates %
Commercial & Services – Buildings Revenue method 16 - 18 euro/sqm 8 – 11,5%

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


41
6. Financial assets and liabilities


The table below summarizes the carrying amounts and fair values of the Company's financial assets and liabilities as of December 31, 2025:



Financial assets valued at:

In LEI Fair Value by Profit
and Loss Account
fair value through
other
comprehensive
income
Financial
assets/liabilities
measured at
amortised cost
Total book
value
Fair Value













Cash and cash equivalents 711.319.033 711.319.033 711.319.033
Cash in the cashier and other values 1.256 1.256 1.256
Current accounts with banks 647.163 647.163 647.163
Bank deposits with an initial maturity of less than 3 months



710.670.614

710.670.614

710.670.614

Bank deposits
Financial assets at fair value through the profit and loss account

1.778.544.726



1.778.544.726

1.778.544.726

Actions 1.564.146.319 1.564.146.319 1.564.146.319
Background units

177.072.807





177.072.807

177.072.807

Loans granted

37.325.600





37.325.600

37.325.600

Financial assets measured at fair value through other
comprehensive income

3.339.746.096


3.339.746.096 3.339.746.096
Actions 3.339.746.096 3.339.746.096 3.339.746.096
Financial assets at amortised cost 149.205.624 149.205.624 148.912.435
Bonds



85.750.075

85.750.075

85.464.975

Government bonds



63.455.549

63.455.549

63.447.461

Other financial assets
41.491.372
41.491.372
41.491.372
Total financial assets 1.778.544.726 3.339.746.096 902.016.029 6.020.306.851 6.020.013.662
Payout dividends



(36.989)

(36.989)

(36.989)

Other financial liabilities (3.693.767) (3.693.767) (3.693.767)
Other debts and income recorded in advance



(20.858)

(20.858)

(20.858)

Debts from the leasing contract (2.126.955) (2.126.955) (2.126.955)
Total financial liabilities



(5.878.569)

(5.878.569)

(5.878.569)





Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
42
The table below summarizes the carrying amounts and fair values of the Company's financial assets and liabilities as of December 31, 2024:
Financial assets valued at:
In LEI
Fair Value by Profit
and Loss Account
fair value through
other
comprehensive
income
Financial
assets/liabilities
measured at
amortised cost
Total book
value
Fair Value
Cash and cash equivalents
612.916.069 612.916.069 612.916.069
Cash in the cashier and other values 1.998 1.998 1.998
Current accounts with banks
1.176.537
1.176.537
1.176.537
Bank deposits with an initial 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
Actions 1.355.677.877 1.355.677.877 1.355.677.877
Background units 316.965.914 316.965.914 316.965.914
Loans granted 59.676.154 59.676.154 59.676.154
Financial assets measured at fair value through other
comprehensive income
2.442.917.696
2.442.917.696 2.442.917.696
Actions
2.442.917.696
2.442.917.696
2.442.917.696
Financial assets at amortised 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
Payout dividends (9.816.739) (9.816.739) (9.816.739)
Other financial liabilities
(2.898.559)
(2.898.559)
(2.898.559)
Other debts and income recorded in advance
(2.129.455)
(2.129.455)
(2.129.455)
Debts from the leasing contract (2.247.505) (2.247.505) (2.247.505)
Total financial liabilities (17.092.258) (17.092.258) (17.092.258)

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
43
7. Dividend income
In accordance with IFRS 9 and as a result of the fact that the Company has chosen the option to measure
the investments through other comprehensive income, dividends related to such investments are
recognised as income, unless they represent substantially a recovery of the cost of the investment.
Dividend income is recorded at gross value. The dividend tax rates for the financial year ended December
31, 2025 from resident and non-resident companies were 0% and 10% (2024: 0%, 8%). The breakdown of
dividend income by the main counterparties is presented in the table below:
In LEI 31-Dec-25 31-Dec-24
Rating
Banca Transilvania 116.110.518 47.767.943 FVTOCI
SNP Petrom 22.867.230 25.317.289 FVTOCI
SAI Muntenia Invest 19.996.000 32.993.400 FVTOCI
BRD 14.406.557 28.525.828 FVTOCI
Biofarm 11.224.994 11.224.994 FVTPL
SIF Hotels 6.905.137 5.937.781 FVTPL
Conpet 3.805.903 3.818.984 FVTOCI
Hydroelectric
2.022.502 3.147.750 FVTOCI
Central Depository
270.739 160.918 FVTOCI
SIF Real Estate - 34.874.698 FVTPL
Bucharest Stock Exchange - 638.541 FVTOCI
SIFI CJ Logistic - 22.884 FVTPL
Total 197.609.580 194.431.012
FVTOCI
179.479.449 142.370.654
FVTPL
18.130.131 52.060.357
FVTPL = Financial assets at fair value through profit or loss/ FVTOCI = Financial assets at fair value through other
comprehensive income
8. Interest income
Interest income (amortised cost assets)
In LEI
December 31,
2025
December 31,
2024
Interest income on deposits and current accounts 24.344.854
30.342.109
Interest income on bonds valued at amortised cost
33.601.235
13.993
Interest income on government bonds valued at amortised cost 6.929.017 -
64.875.106
30.356.102

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
44
Interest income (assets at fair value through profit or loss)
In LEI December 31,
2025
December 31,
2024
Interest income on bonds - 629.561
Interest income related to the contract for the sale of financial assets 1.749.737 1.043.198
Interest income related to loan contracts -
2.520.453
1.749.737
4.193.213
9. Net gain/(loss) from financial assets at fair value through the profit and loss account
In LEI December 31,
2025
December 31,
2024
Gain/(Loss) from Valuation/Redemption of Fund Units 52.010.965 26.419.773
Gain/(Loss) from bond valuation - (737.496)
Gain/(Loss) from the valuation/disposal of shares to subsidiaries
and associated entities
209.494.074
(46.282.399)
Interest on loans granted to subsidiaries (under FVTPL*
2.833.813 -
Total 264.338.852 (20.600.123)
*During the financial year ended December 31, 2025, the Company revised the presentation of interest on loans
to subsidiaries, classified as financial assets measured at fair value through profit or loss (FVTPL). In accordance
with IFRS 7, this interest is included in the "Net gain/(loss) from financial assets at fair value through the profit
and loss account". As of December 31, 2024, interest on loans to subsidiaries was 2,520,453 (Note 8 – Assets at
fair value through profit and loss). This reclassification represents a change in presentation and does not affect
the net profit of any of the financial years.
As of December 31, 2025, the valuation of the fund units resulted in a gain of RON 52 million (as of
December 31, 2024: RON 26.4 million).
The result from the fair value measurement of shares in subsidiaries and associates as of December 31,
2025 is favorable in the amount of RON 209.4 million (gain of RON 174.7 million from the valuation of
subsidiaries and gain of RON 34.7 million from the valuation of associates).
The result from the fair value measurement of shares in subsidiaries and associates as of December 31,
2024 is unfavorable in the amount of RON 46.3 million (loss of RON 6.4 million from the valuation of
subsidiaries and loss of RON 39.8 million from the valuation of associates). During 2024, a subsidiary
(Azuga Turism S.A.) was sold.
10. Commission expenses
In LEI December 31,
2025
December 31,
2024
Financial Supervisory Authority fees 4.575.426 4.152.485
Storage fees 1.536.475 1.329.043
Fees due to transactions 89.593 -
Registration fees 257.043 218.732
Other fees
81.869
68.421
Total 6.540.405
5.768.681

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
45
11. Other operational expenditure
In LEI December 31,
2025
December 31,
2024
Expenditure on other taxes, fees and similar payments 241.879 268.521
Salary and other personnel expenses 18.540.350 20.572.849
Depreciation expenses
419.729
307.575
Expenditure on external benefits 7.467.766 5.551.331
Interest expenses and depreciation of the assets with the right of
use from the leasing contract
354.076
264.112
Total 27.023.800 26.964.387
Expenses with salaries and similar December 31, 2025 December
31, 2024
Salary expenses 17.471.637 19.506.796
- fixed
13.167.558
12.120.747
- Variable
4.304.079
7.386.049
Expenditure on insurance and social protection
509.997
536.855
Other staff expenditure 558.716 529.198
Total 18.540.350 20.572.849
As of 31 December 2025, the number of employees was 33 (2024: 30). The average number of employees
for the financial year ended 31 December 2025 was 30 (2024: 31).
The fee paid to the auditors during 2025 for the audit of the financial statements was in the amount of
RON 356,895 (2024: RON 414,559), of which for individual statements RON 275,319 (2024: RON 319,803),
for consolidated statements RON 45,887 (2024: RON 53,300) and additional expenses RON 35,690 (2024:
RON 41,456). The amounts include VAT.
12. Corporate income tax
In LEI December
31, 2025
December
31, 2024
Current Corporate Income Tax
Current corporate income tax (16%) 12.040.850 6.128.112
Tax on dividends (0%, 8%, 10%) 15.948.345 8.752.011
Tangible assets/Real estate investments (147.871) (377.386)
Total corporate income tax recognised in profit or loss for the year 27.841.324 14.502.738

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
46
Reconciliation of pre-tax profit with corporate income tax expense in profit and loss account:
In LEI December 31,
2025
December
31, 2024
Profit before tax 498.723.589 176.237.389
Tax under statutory tax rate of 16% (2024: 16%) 79.795.774 28.197.982
Effect on corporate income tax of:
Dividend tax (0%, 8%, 10%) 15.948.345 8.752.011
Non-deductible expenses and similar items 24.539.541 31.147.208
Non
-
taxable income
(89.655.778)
(53.217.078)
Income
-
like items
26.307.563
2.263.089
Items similar to expenditure (30.190.690) (2.738.405)
Tax losses to be recovered - -
Deferred tax (147.871) (377.386)
Amounts representing sponsorship within legal limits and other
deductions
(2.638.687) -
Tax recognized in the retained profit 3.883.127 475.316
Corporate income tax 27.841.324 14.502.738
Non-deductible expenses on which the effect of corporate income tax has been calculated mainly include
unfavorable differences in the fair value measurement of holdings where holding is greater than 10% for
an uninterrupted period of more than 1 year.
Non-taxable income mainly includes dividend income due from Romanian legal entities and income from
fair value measurement related to participations where the holding is more than 10% for an
uninterrupted period of more than 1 year.
Starting with January 1, 2014, the amendments to the Fiscal Code entered into force, according to which
the income from the sale/assignment of equity securities and income from liquidation are included in the
category of non-taxable income for the calculation of corporate income tax, together with income from
dividends, regardless of whether the legal entities in which the shares are held are Romanian or foreign
legal entities, from states with which Romania has concluded double taxation conventions (including
from outside the EU). This income is non-taxable if certain conditions are met (if, on the date of sale/sale
of the shareholdings or on the date of the start of the liquidation operation, the minimum period of 1
year of uninterrupted holding of a holding of at least 10% is fulfilled).
13. Cash and cash equivalents
In LEI
December 31,
2025
December 31,
2024
Cash in the cashier and other values 1.256 1.998
Current accounts with banks 647.163 1.176.537
Deposits with banks with an initial maturity of less than 3 months
710.670.614 611.737.535
Total 711.319.033 612.916.069
Current accounts opened with banks and bank deposits are at the Company's disposal at all times and
are not restricted.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
47
14. Other financial assets
In LEI
December 31,
2025
December 31,
2024
Miscellaneous debtors 42.190.665 33.190.739
Other financial assets 18.184 47.840
Provisions for impairment of miscellaneous debtors (717.477) (717.477)
Total 41.491.372 32.521.102
As of December 31, 2025, various debtors are mostly the guarantee for the purchase of shares issued by
Fondul Proprietatea SA (RON 40 million).
As of December 31, 2024, various debtors mostly represent the claim related to the sale of the stake held
in Azuga Turism S.A (RON 31.9 million).
15. Assets measured at fair value through the profit or loss account
In LEI December 31,
2025
December 31,
2024
Shares measured at fair value, of which: 1.564.146.320 1.355.677.878
- unconsolidated subsidiaries
1.270.848.086 1.097.140.916
-Associated entities
293.298.234
258.536.962
Fund units measured at fair value 177.072.807 316.965.914
Loan granted 37.325.600 59.676.154
Total
1.778.544.727
1.732.319.946
The shares measured at fair value through the profit and loss account include subsidiaries
(unconsolidated) in the amount of RON 1,270,848,086 (2024: RON 1,097,140,916) and associates RON
293,298,234 (2024: RON 258,536,962).
In 2025, fund units were repurchased in the total amount of RON 227 million.
In March 2024, the Vrancart bond matured, Also in 2024, fund units were repurchased in the total
amount of RON 105 million.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
48
The fair value of investments in subsidiaries is set out below:
December 31,
2025
December 31,
2024
1
Measured at fair value through the profit and loss account
SIF IMOBILIARE PLC NICOSIA 488.835.975 441.742.722
SIF1 IMGB SA BUCHAREST 332.502.753 272.410.021
VRANCART SA ADJUD 147.290.468 180.277.396
IAMU SA BLAJ 62.322.618 85.111.606
SIF SPV THREE 74.237.174 64.205.645
SIF HOTELS SA ORADEA 16.396.609 21.615.941
NAPOMAR SA CLUJ-NAPOCA 20.323.924 19.903.254
SIF SPV TWO SA BUCHAREST
127.278.625
10.385.117
SIFI CJ LOGISTIC SA BUCHAREST 1.552.209 1.343.380
SIF SPV OVEN 107.730 145.834
Total 1.270.848.086 1.097.140.916
2
Measured at fair value by other comprehensive
income
Administrare Imobiliare SA Bucharest 59.710.800 61.545.942
SAI Muntenia Invest SA Bucharest
132.305.662 107.211.454
Total
192.016.462 168.757.396
Situation of Investment Funds in which fund units are held:
December 31,
2025
December 31,
2024
CERTINVEST ACTIUNI (Open-ended alternative investment fund) - 125.090.505
ASSET PLUS (Private Equity Alternative Investment Fund) 30.939.147 82.052.945
OPTIMINVEST (Private Equity Alternative Investment Fund)
26.803.957 49.346.526
ROMANIA STRATEGY FUND (Closed-end alternative investment
fund) 61.031.082 46.984.060
STAR VALUE (Open
-
ended Alternative Investment Fund)
30.331.203
13.491.879
MULTICAPITAL INVEST (Alternative investment fund with private
capital)
27.967.418
-
Total
177.072.807 316.965.914

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
49
The movement of financial assets measured at fair value through the profit and loss account in 2025 is
presented in the following table:
In LEI
Actions
Background
units
Loans
granted
Corporate
bonds Total
1 January 2025
1.355.677.878
316.965.914
59.676.154
-
1.732.319.946
Procurement
- 34.999.978 - - 34.999.978
Sales - (226.904.050) (26.476.701) - (253.380.751)
Variation in interest
receivable
- - 2.833.812 - 2.833.812
Change in fair value
(including exchange rate
differences)
208.468.442 52.010.965 1.292.335 - 261.771.742
December 31, 2025 1.564.146.320 177.072.807 37.325.600 - 1.778.544.726
During 2025, the following significant transactions took place:
- Purchase in full of the fund units held in Certinvest, in the amount of RON 136.9 million, but also
of other units held in the Active Plus (RON 59.9 million) and Optim Invest (RON 29.9 million)
funds;
- Acquisition of units in the funds Star Value (RON 9.9 million) and Multicapital Invest (RON 24.9
million);
- Repayment of the loan granted to a subsidiary (SIF IMGB) in the amount of 26 million lei.
The movement of financial assets measured at fair value through the profit and loss account in 2024 is
presented in the following table:
In LEI
Actions
Background
units
Loans
granted
Corporate
bonds Total
January 1, 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)
Variation in interest
receivable
- - 2.520.040 (573.630) 1.946.410
Change in fair value
(including exchange rate
differences)
(46.282.399) 26.419.773 (7.200) (737.496) (20.607.322)
December 31, 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 the total amount of RON 61.3 million) and capital contribution to Vrancart (in the total
amount of RON 25 million);
- The sales of shares mostly represent the value of the stake held in Azuga Turism S.A. – RON 44.7
million. sold in full and the capital decrease in the amount of approximately RON 73 million at SIF
Hoteluri;
- Also in 2024, the Company repurchased fund units in the total amount of RON 105 million.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
50
Hierarchy analysis of the fair value of financial instruments
As at 31 December 2025, financial assets measured at fair value classified as Level 3 are as follows:
Financial assets
Val,justa
31/12/25
Evaluation
technique
Input data used
Unobservable input
data
Weighted average cost of
capital
Capitalization Rate Sensitivity
Financial
investments, d,c:
1.399.202.460
Standard
values
Var. vs val.
standard
Standard
values
Var. vs val.
standard
- unlisted majority
shareholdings or no
active market
276.302.204
Revenue Approach -
Updated Cash Flow
Method
Turnover, EBITDA
for each majority
shareholding
Change +/- 5
% from the
standard
value
Weighted average cost
of capital
11.36%-
21.7% (for
3
companies
Change +/- 5
% from the
standard
value
The increase in EBITDA
(influenced by the increase
in revenue and/or decrease
in costs) and the decrease
in wacc leads to an increase
in fair value and vice versa
leads to a decrease in fair
value
- unlisted majority
shareholdings or no
active market
1.100.621.875
Corrected net asset
approach
Adjusted net assets
for each majority
shareholding in the
holding group
Change +/- 5
% from the
standard
value of assets
and
obligations
unit rent and
capitalization rate for
real estate investments
(major influence on net
assets)
8%-11.5% in
the valuation of
fixed assets
(majority share
in total assets)
Change +/- 5
% from the
standard
value
The increase in net assets
(influenced by the increase
in the value of real estate
investments) leads to an
increase in fair value and
vice versa to a decrease in
fair value
12.095.178
Approach through
market
comparisons
similar transactions
with the shares of
the company or
comparable
companies
10.183.203
Corrected net asset
approach
annual and half-
yearly historical
financial statements
Discount: lack of
liquidity, minority
stake, low profitability
Total 1.399.202.460

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
51
Hierarchy analysis of the fair value of financial instruments
As at December 31, 2024, financial assets measured at fair value classified as Level 3 are as follows:
Financial assets
Justa
12/31/24
Evaluation
technique
Input data used
Unobservable input
data
Weighted average cost of
capital
Capitalization Rate Sensitivity
Financial
investments, d,c:
1.106.049.864
Standard
values
Var. vs val.
standard
Standard
values
Var. vs val.
standard
- unlisted majority
shareholdings or no
active market
233.842.255
Revenue Approach -
Updated Cash Flow
Method
Turnover, EBITDA
for each majority
shareholding
Change +/- 5
% from the
standard
value
Weighted average cost
of capital
9.1%-13.4%
(for 5
companies)
and 27%
(for one
company)
Change +/- 5
% from the
standard
value
The increase in EBITDA
(influenced by the increase
in revenue and/or decrease
in costs) and the decrease
in wacc leads to an increase
in fair value and vice versa
leads to a decrease in fair
value
- unlisted majority
shareholdings or no
active market
851.778.660
Corrected net asset
approach
Adjusted net assets
for each majority
shareholding in the
holding group
Change +/- 5
% from the
standard
value of assets
and
obligations
unit rent and
capitalization rate for
real estate investments
(major influence on net
assets)
8%-11.5% in
the valuation of
fixed assets
(majority share
in total assets)
Change +/- 5
% from the
standard
value
The increase in net assets
(influenced by the increase
in the value of real estate
investments) leads to an
increase in fair value and
vice versa to a decrease in
fair value
5.881.013
Approach through
market
comparisons
similar transactions
with the shares of
the company or
comparable
companies
14.547.935
Corrected net asset
approach
annual and half-
yearly historical
financial statements
Discount: lack of
liquidity, minority
stake, low profitability
Total 1.106.049.864

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025
52
16. Assets measured at fair value through other comprehensive income
The fair value of the shares for which the Company has selected the fair value accounting reflection
option through other comprehensive income as of December 31, 2025 and December 31, 2024 is
presented below, structured by the main sectors of economic activity. The Company chose, at the date of
the transition to IFRS 9, respectively at the initial recognition of new acquisitions, this way of presentation
provided by IFRS 9 provided that this option is in line with the Company's strategy and investment
horizon regarding these investments.
In LEI
December 31,
2025 %
December 31,
2024 %
Financial intermediation and insurance 2.821.824.145 84,5% 1.966.391.133 80,5%
Extractive industry
353.305.800
10,6%
251.752.575
10,3%
Hotels and restaurants
61.350.000
1,8%
77.050.702
3,2%
Financial services applicable to the real estate
field 64.484.800
1,9%
65.668.942
2,7%
Transport and storage
31.501.393
0,9%
42.431.866
1,7%
Production and supply of energy, gas, water
-
0,0%
27.450.000
1,1%
Manufacturing
2.574.937
0,1%
7.502.498
0,3%
Construction
3.841.912
0,1%
4.463.516
0,2%
Wholesale & Retail, Automotive Repair
863.100
0,0%
206.465
0,0%
TOTAL 3.339.746.096 100,0% 2.442.917.696 100,0%
Dividend income from shares measured at fair value by other comprehensive income is presented
separately in Note 7.
The movement of financial assets measured at fair value through other comprehensive income in 2025 is
presented in the following table:
In LEI
Actions*
1 January 2025 2.442.917.696
Procurement 214.255.321
Sales
(41.300.509)
Change in fair value (including exchange rate differences) 723.873.587
December 31, 2025
3.339.745.095
*the option to measure at fair value through other comprehensive income was exercised at initial recognition
The inflows of shares in 2025, in a total amount of RON 214 million, mainly include the acquisition of
shares of Banca Transilvania (RON 130 million), Infinity Capital Investments (RON 44.7 million) and Fondul
Proprietatea SA (RON 38.6 million). As for the exits in 2025, the most significant transaction was
represented by the sale of the package of shares held in SPEEH Hidroelectrica in the amount of RON 27.4
million.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


53

In LEI
Actions*
January 1, 2024 1.977.331.822

Procurement


83.373.322

Sales
(426.359)
Change in fair value (including exchange rate differences) 382.638.911

December 31, 2024


2.442.917.696


*the option to measure at fair value through other comprehensive income was exercised at initial recognition

The share inflows in 2024, in a total amount of RON 83.3 million, mainly include the acquisition of Grand
Hotel Bucharest and Infinity Capital Investments shares.


Reserves from revaluation of financial assets designated at fair value through other
comprehensive income

In LEI December 31,
2025
December 31,
2024
On January 1 1.434.541.708 1.095.404.908
Gain/(Loss) on the measurement at fair value of financial assets
measured at fair value by other comprehensive income
723.873.587 382.638.911
Gain/(loss) transferred to retained earnings related to financial
assets measured at fair value through other comprehensive
income items from the portfolio (2.330.186) 3.922.447
(Gain)/loss transferred to the income statement and loss related
to financial assets measured at fair value through other
comprehensive income items in the portfolio



-



-

Effect of the related deferred corporate income tax

(101.425.163)

(47.424.558)

On December 31 2.054.659.945 1.434.541.708


During 2025, the loss of RON 2,330,186 (in 2024: gain of RON 3,922,447) represents mostly the difference
in market mark-up accumulated up to the date of sale.




















Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


54
16.1 Financial assets measured at amortized cost

În LEI

31
december
2025

31 d
ecember

2024

Treasury bill (T-bill) in RON 63.455.549

-

Bonds in EURO 85.750.075

1.257.518
Total


149.205.624



1.257.518




În LEI
T-bill Bonds
1
january
202
5

-


1.257.518

Purchases 201.636.532 384.913.300
Maturities

(140.000.000) (305.498.567)
Movement
4.989.179 29.023.339
Amortisation

1.561.838 779.937
Received interest
(4.732.000) (22.167.364)
F/X - (2.558.088)
31
december

202
5

63.455.549

85.750.075


În LEI
T-bill Bonds
1
january

202
4

-


-


Purchases - 1.242.494
Maturities

-

Movement
-
13.841
Amortisation

-

Received interest
-

F/X - 1.183
31
january

202
4

-


1.257.518



The coupon rates for the government securities issued by the Government of Romania in 2025 were
3.65% and 6.30%, and for bonds: 4.75% and 15% (in 2024: 4.75%).
The Company assessed the need to recognize expected credit losses in accordance with IFRS, using the
simplified expected credit loss (ECL) model. The estimation was based on an analysis of the probability of
default, exposure at default, and expected losses, taking into account the information available at the
reporting date.
Following this assessment, it was determined that the expected credit losses do not have an impact on
the financial statements. Compared to prior periods, no significant changes were identified in the ECL
estimates that would require additional adjustments.


17. Other financial liabilities

In LEI

December 31, 2025

December 31, 2024

Debts to employees and related contributions 2.522.297

2.327.673

Fees and Taxes 446.864

25.571

Domestic suppliers and creditors 724.608

545.315

Total


3.693.767


2.898.559




Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


55
18. Deferred corporate income tax liabilities

The deferred tax assets and liabilities on 31 December 2025 are generated by the items detailed in the
following table:

In LEI Assets Liabilities Net
Financial assets at fair value through the profit and
loss account
- - -
Financial assets at fair value through other
comprehensive income

- 2.068.667.011 (2.068.667.011)
Property, plant and equipment and Real Estate
Investments
- 12.876.685 (12.876.685)
Total - 2.081.543.695 (2.081.543.695)
Net temporary differences – 16% rate -

(333.046.993)
Deferred corporate tax liabilities -

(333.046.993)


The deferred tax assets and liabilities as of December 31, 2024 are generated by the items detailed in the
following table:

In LEI

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)
Property, plant and equipment and Real Estate
Investments

- 13.800.880 (13.800.880)
Total - 1.442.423.445 (1.442.423.445)
Net temporary differences – 16% rate -

(230.787.752)
Deferred corporate tax liabilities -

(230.787.752)

The corporate income tax liabilities deferred in the balance as of December 31, 2025 in the amount of
RON 333,046,993 (2024: RON 230,787,752) include:

- deferred corporate income tax recognized directly by reducing other items of comprehensive income in
the amount of RON 331,396,463 (2024: RON 228,579,611), being generated by the reserves related to
financial assets measured at fair value through other items of comprehensive income;

- deferred tax mainly related to differences in the inflation of financial assets, depreciation adjustments
and real estate investments, in the amount of RON 2,060,270 recognized in the retained earnings.
















Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


56
Table of movements regarding deferred income tax debts:


01/01/2025
Increases/decreas
es in the profit and
loss account
Increases/decreases
in other items of the
overall result 31/12/2025
Financial assets measured at
fair value through other
comprehensive income
228.579.612 - 102.407.108 330.986.721
Tangible assets and Real Estate
Investments
2.208.142 (147.871) - 2.060.271
Total 230.787.752 (147.871) 102.407.108 333.046.992


01/01/2024
Increases/decreas
es in the profit and
loss account
Increases/decreases
in other items of the
overall result 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 Real Estate
Investments
2.373.544 (377.386) 211.983 2.208.142
Total

182.852.994


(377.386)

48.312.142

230.787.752



19. Capital and reserves

(a) Share capital

As of December 31, 2025, the share capital of Lion Capital S.A. has the value of RON 50,751,006, being
divided into 507,510,056 shares with a nominal value of RON 0.1 and is the result of the direct
subscriptions made to the share capital of Lion, by transforming into shares the amounts due as
dividends based on Law no. 55/1995 and by the effect of Law 133/1996. As of December 31, 2025, the
number of shareholders was 5,732,456 (December 31, 2024: 5,735,100).
The shares issued by Lion Capital S.A have been traded on the Bucharest Stock Exchange since November
1999. The records of the shares and shareholders are kept by the company Depozitarul Central S.A.
Bucharest.

In LEI December 31, 2025 December 31, 2024
Share capital

50.751.006

50.751.006

Total 50.751.006 50.751.006

(b) Retained earnings

In LEI December 31, 2025 December 31, 2024
Retained earnings from the transition to IAS
and IFRS
422.323.709 422.323.709
Retained earnings from the application of
IFRS 9 (including gains from transactions)

402.786.544

397.555.180
Profit for the year (profit) 470.882.265 161.734.651
Other amounts recognised in retained
earnings (legal reserves, revaluation of
tangible assets, etc.)
(262.597) 2.187.404
Total 1.295.729.921 983.800.944


Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


57
(c) Other reserves

In LEI

December 31, 2025

December 31,
2024






Reserves distributed from net profit


2.024.300.415


1.863.082.223

Reservations constituted following the application of Law
no. 133/1996*
145.486.088

145.486.088

Reserves from prescribed dividends 98.154.949

88.420.910

Reserves from exchange rate differences and investment
facilities
19.832.946

19.832.946

Total


2.287.774.397


2.116.822.166


The reserve related to the initial portfolio was constituted following the application of Law no. 133/1996,
as the difference between the value of the contributed portfolio and the value of the subscribed share
capital. Thus, these reserves are assimilated to a contribution premium and are not used for the sale of
fixed assets.

(d) Legal reservations

According to the legal requirements, the Company constitutes legal reserves in the amount of 5% of the
profit recorded according to the applicable accounting regulations, until the total value of the reserves
reaches 20% of the share capital, according to the Articles of Incorporation. The value of the legal reserve
as of December 31, 2025 is RON 10,150,201 (December 31, 2024: RON 10,150,201).
Legal reserves cannot be distributed to shareholders.

(e) Differences in change in fair value of financial assets measured by other comprehensive income

This reserve comprises the cumulative net changes in the fair values of financial assets measured by
other comprehensive income from the date they were classified in this category until the date on which
they were derecognised or write-down.
The reserves are recorded at the net value of the related deferred tax, the amount of the deferred tax
recognized directly by the reduction of equity is presented in Note 19.
The following table presents the reconciliation of net differences from change in fair value for financial
assets measured by other comprehensive income:

In LEI December 31, 2025 December 31, 2024
Differences in change in fair value for financial assets
measured by other comprehensive income (equities)
2.054.659.945

1.434.541.708

Total

2.054.659.945


1.434.541.708



(f) Dividends

During 2025, the distribution of dividends from the profit of the financial year 2024 was not approved.
During 2024, the distribution of dividends from the profit for the financial year 2023 was not approved.

(g) Own actions

In LEI December 31, 2025 December 31, 2024
Own shares (3.850.000) (7.221.000)
Total (3.850.000) (7.221.000)


Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


58
Between 13.10.2025 - 24.10.2025, the public tender offer of shares issued by Lion Capital S.A. was carried
out, approved by decision A.S.F 964/07.10.2025. It was completed by the redemption of 1,100,000 own
shares, by Lion Capital S.A., in the amount of RON 3,850,000.

20. Earnings per share

The calculation of the basic earnings per share was made on the basis of the profit attributable to
ordinary shareholders and the weighted average number of ordinary shares:

In LEI 2025 2024
Profit attributable to ordinary shareholders 470.882.265

161.734.652

Weighted average number of ordinary shares* 507.366.710

506.683.990

Basic earnings per share




0,9281


0,3192

*taking into account the redeemed own shares

Diluted earnings per share are equal to basic earnings per share, as the Company has not recorded any
potential ordinary shares.
In 2025 and 2024 there were no changes in accounting policies or new standards adopted that would
affect earnings per share and require disclosure in accordance with IAS 8.


21, Commitments and contingent liabilities

(a) Court actions

As of December 31, 2025, the Company's records contained 49 disputes pending before the courts. The
company had standing in 35 disputes, passive standing in 14 disputes.
In most of the disputes in which the Company is a plaintiff, the object of the disputes is the
annulment/declaration of nullity of decisions of the general meetings of shareholders of the portfolio
companies or the insolvency procedure of some portfolio companies.
(b) Transfer price

The tax legislation in Romania has contained rules on transfer pricing between related persons since
2000. The current legislative framework defines the principle of 'market value' for transactions between
related persons, as well as transfer pricing methods. As a result, tax authorities are expected to initiate
thorough transfer pricing checks to ensure that the tax result is not distorted by the pricing effect on
related party relations. The company cannot estimate the impact of such verification.

22. Related Parties

Related parties are entities or legal persons that are linked to each other by a relationship of control or
significant influence. Under accounting and tax regulations, an affiliated party may be an entity that
directly or indirectly owns a significant interest in another entity, or that is under the control of the same
entity or group of entities. Related parties also include entities that are influenced by the same economic
or administrative interests. Transactions between related parties are governed by specific principles and
methods, in particular with regard to transfer pricing.








Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


59
The company has identified the following related parties during the course of its activity:

Key management personnel

December 31, 2025

• As of December 31, 2025, the Board of Directors of Lion Capital S.A consisted of 4 members: Bogdan-
Alexandru Drăgoi-President, Rachid El Lakis – Vice-President, Sorin Marica, Marcel Pfister;
• On December 31, 2024, the members of the executive management of Lion Capital S.A: Bogdan-
Alexandru Drăgoi – General Manager, Florin Daniel Gavrilă – Director and Laurențiu Riviș – Director.

December 31, 2024

• On December 31, 2024, the Board of Directors of Lion Capital S.A consisted of 4 members: Bogdan-
Alexandru Drăgoi-President, Răzvan-Radu Străuț-Vice-President (term ended on October 1, 2024),
Sorin Marica, Marcel Pfister and Ionel Marian Ciucioi;
• On December 31, 2024, the members of the executive management of Lion Capital S.A: Bogdan-
Alexandru Drăgoi – General Manager, Răzvan-Radu Străuț – Deputy General Manager (mandate
ended on October 1, 2024), Florin Daniel Gavrilă – Director and Laurențiu Riviș – Director.

During the financial year, no transactions were made and no advances and loans were granted to the
Company's directors and administrators, except for advances for travel in the interest of the service.

During 2025, the gross amounts paid to the members of the Board of Directors and Directors (authorized
by the FSA) amounted to 6.652 thousand lei (2024: 9.924 thousand lei).
The Company has not received or granted any warranties in favor of any Affiliated Party.

Subsidiary

Subsidiaries are legal entities controlled directly or indirectly by a parent company, by holding a significant
shareholding (usually at least 50%) of the voting rights or by exercising control over the subsidiary's business
and financial policy.

The Company's subsidiaries as of December 31, 2025 and December 31, 2024 are as follows:

Company name Percentage of
holding as of
December 31,
2025

Percentage of
holding as of
December 31, 2024

SIF IMOBILIARE 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% 99,99%
SIF SPV FOUR S.A. BUCHAREST

99,99%

99,99%


SIF HOTELS SA ORADEA

98,99%

98,99%


ADMINISTRARE IMOBILIARE SA BUCHAREST 97,40% 97,40%
IAMU SA BLAJ 96,53% 96,53%
VRANCART SA ADJUD 76,33% 76,33%
SIF SPV TWO SA BUCHAREST 99,99% 99,99%
SIFI CJ LOGISTIC SA BUCHAREST* 5,53% 5,53%
* are subsidiaries through controlled and indirect control through SIF Imobiliare Plc





Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


60

Related entities


The associated entities of the Company as of December 31, 2025 and December 31, 2024 are as follows:

a. Entities in which the Company holds shares over 20% of the share capital and in which it has significant
influence:

Company name Percentage of holding
as of December 31,
2025
Percentage of holding as of
December 31, 2024
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, due to the fact that the Company does not exercise a significant influence in the
companies:

Company name Percentage of holding
as of December 31,
2025
Percentage of holding
as of December 31,
2024
GRAND HOTEL BUCHAREST SA 40,19% 40,19%


Profit or Loss Transactions






2025

2024

Dividend income, of which:
SIF Real Estate PLC


-

34.874.698

SAI MUNTENIA INVEST SA



19.996.000

32.993.400

BIOFARM SA 11.224.994 11.224.994
SIF Hotels 6.905.137 5.937.781
SIFI CJ LOGISTIC SA - 22.884
Total
38.126.131 85.053.757


Interest income, of which:
VRANCART SA -

629.561

SIF SPV TWO SA 1.857.694

2.297.794

SIF 1 IMGB 976.118

222.659

Total



2.833.812


3.150.014


Other expenses, of which:
ADMINISTRARE IMOBILIARE SA – rents, operating
expenses
367.913

403.154




367.913


403.154


Transactions through the statement of financial position




2025

2024

Other claims, of which:




SIF SPV TWO SA – main loan 32.633.300

31.837.069

SIF SPV TWO SA – interest to be collected 4.692.299

2.745.977

SIF 1 IMGB – main loan
-

24.870.500

SIF 1 IMGB - interest receivable
- 222.608
Total 37.325.599

59.676.154



Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


61

During 2025, the following operations were carried out with the subsidiaries:

- Napomar – participation in the reduction of the share capital in cash by the amount of RON
1,025,624.

During 2024, the following operations were carried out with the subsidiaries:

- Vrancart S.A. – participation in the increase of the share capital in cash with the amount of RON
24,861,062, representing the countervalue, 248,078,495 shares and the receipt of the bond: RON
36,874,800;
- SIF SPV THREE and FOUR – participation / contribution to the increase of the share capital in cash
with the total amount of RON 61,288,650;
- Azuga Turism and SIFI Uniteh – full sale / liquidation of the stake, the value of the transactions
being RON 44.7 million and RON 0.7 million.

As of December 31, 2025 and December 31, 2024, there are no other commitments, guarantees,
contractual obligations or forms of financial support granted to subsidiaries other than those presented
in the financial statements. No loans, guarantees, letters of support or other commitments have been
made to the affiliated entities that are not reflected in the notes to the financial statements.

As of 31 December 2025 and 31 December 2024, there are no legal, contractual or financial restrictions
limiting the ability of subsidiaries (consolidated and non-consolidated) to distribute dividends, transfer
cash available or provide other cash flows to the company.
Subsidiaries may make distributions or repayments of funds without limitations imposed by law,
financing agreements or other arrangements.'


23. Reporting by business segments

Activity Segment Information

Business segments are components that engage in commercial activities, that may generate revenue or
expense, whose results of operations are periodically reviewed by the main decision maker (CODM) and
for which discrete financial information is available. The CODM is the person or group of people who
allocate resources and evaluate the performance of the entity. CODM was identified as the Board of
Directors of the Company.

Description of the products and services from which each reportable segment derives its revenue

The company is organized on the basis of a main business segment, its main activity being to make
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 the exercise of all
related rights to the invested instruments.

Factors that were used by management to identify reportable segments

The company considered that it had only one segment of activity, because it had only one strategic
business unit.
Segment financial information that is reviewed by CODM includes the Company's investment portfolio.
mainly financial assets, as well as dividend income of the Company. CODM obtains the Company's
financial statements prepared according to IFRS. This financial information overlaps with the analysis of
the segment provided internally to CODM. As such, management has applied the basic principle of IFRS 8,
Business Segments, in determining which of the overlapping sets of financial information should form the
basis of some business segments.

Graphics
Notes to the individual financial statements
for the financial year ended 31 December 2025


62
Management considered that information on the IFRS financial statements is not available frequently
enough to conclude that segment reporting should exclude any details other than information on the
investment portfolio and dividend income.
The segment's operating profit measurement, i.e. the assets and liabilities attributable to the CODM
segment, reviews the financial statements prepared based on IFRS and evaluates the performance of the
profit-based segment before tax.

24. Events after the balance sheet date

On 13 March 2026, the relocation of the registered office of Lion Capital S.A. was approved, from its
previous address in Arad Municipality, 35A Calea Victoriei, Arad County, to its new address in Bucharest,
District 2, 46–48 Serghei Vasilievici Rahmaninov Street, 3rd floor.