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SIF Banat Crisana S.A.

Annual / Quarterly Financial Statement Mar 2, 2020

2303_er_2020-03-02_409a79ab-7472-421f-ac0b-d4ce2f828c3a.pdf

Annual / Quarterly Financial Statement

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CONTENTS

1 Company presentation 2
2 Statement of main items of the financial position and the preliminary
results as at December 31, 2019
3

Annexes:

Annex 1 Separate Statement of Financial Position as at December 31, 2019
(preliminary unaudited)
5
Annex 2 Separate Statement of Profit and Loss and Other Comprehensive
Income as at December 31, 2019
(preliminary unaudited)
6
Annex 3 Statement of changes in equity as at December 31, 2019
(preliminary unaudited)
7
Annex 4 Cash flow statement as at December 31, 2019
(preliminary unaudited)
9

This report presents the preliminary unaudited financial results of SIF Banat-Crișana as at December 31, 2019, prepared in compliance to the Norm 39/2015 issued by the Financial Supervisory Authority (ASF). The financial results presented herein are preliminary and subject to subsequent adjustments.

This English version of the report is a convenience translation of the Romanian language "Preliminary financial results as at December 31, 2019". The Romanian version of the report is the official document.

1. COMPANY PRESENTATION

COMPANY NAME Societatea de Investiții Financiare Banat-Crișana S.A. (hereinafter referred to
as "SIF Banat-Crișana" or "the Company")
COMPANY TYPE ▪ closed-end investment company self-managed, with a diversified investment
policy investment policy, endorsed by the Financial Supervisory Authority by
Endorsement no. 258 / 14.12.2005 and as AIFM with Authorization no.
78/09.03.2018, equivalent to closed-ended AIF
▪ set-up as a joint stock company in November 1996 pursuant to the provisions
of Law no. 133/1996 for the conversion of the Private Property Funds (FPP) into
Financial Investment Companies (SIF)
▪ Romanian legal entity with private capital
SHARE CAPITAL ▪ RON 51,746,072.40 – subscribed and paid-in capital
▪ 517,460,724 shares issued; 514,542,363 outstanding shares
▪ RON 0.10 per share nominal value
REGISTRATIONS ▪ Number in Trade Register J02/1898/1992
▪ Tax Identification Code RO 2761040
▪ Number in ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018
▪ Number in ASF SIIRS Register PJR09SIIR/020002/2006
▪ Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274
MAIN ACTIVITY Main activity is, as per the classification of economic activities in the national
economy (CAEN): financial intermediation, except for insurance and pension
funds (CAEN code 64), and the main object of activity: Other financial
intermediation n.c.a. (CAEN code 6499):
▪ carrying out financial investments in order to maximize the value of own
shares in accordance with the regulations in force;
▪ management of investment portfolio and exercising all of the rights related to
the instruments in which investments are made;
▪ risk management;
▪ other activities auxiliary and associated to the collective investment activity, in
accordance with the regulations in force.
TRADING MARKET The company is listed since November 1, 1999 on the regulated market of
Bucharest Stock Exchange (BVB or BSE) – Premium category - ticker SIF1
FINANCIAL AUDITOR Deloitte Audit S.R.L. starting with 2019 financial year
(PricewaterhouseCoopers Audit S.R.L. for 2016 – 2018 financial years)
DEPOSITARY BANK Banca Comercială Română (BCR), starting with November 2019
(BRD - Groupe Société Générale during January 2014 – October 2019)
SHARES AND
SHAREHOLDERS' REGISTRY
Depozitarul Central S.A. Bucharest
HEADQUARTERS Arad, 35A Calea Victoriei, 310158, Romania
TEL +40257 304 438 FAX +40257 250 165
EMAIL [email protected] WEB www.sif1.ro
BRANCH Bucharest
46-48 S. V. Rahmaninov Str., 3rd floor, sector 2, 020199, Bucharest

2. STATEMENT OF MAIN ITEMS OF THE FINANCIAL POSITION AND THE PRELIMINARY RESULTS AS AT DECEMBER 31, 2019

SIF Banat-Crișana publishes the preliminary unaudited financial results as at December 31, 2019, prepared in compliance to the Norm 39/2015 for the approval of the Accounting Regulations compliant with IFRS adopted by EU applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority (ASF) Financial Instruments and Investments Sector.

Total assets held by SIF Banat-Crișana as at December 31, 2019, amounting to RON 2,926.7 million, are up 19.3% as compared to 2018, as an effect of the fair value increase related to the financial assets with the highest weight in the managed portfolio (stakes in financial and energy companies), on the back of the upward evolution of the stock markets.

Within the total assets, the main weight is held by the financial assets, of 99%, comparable to 2018. These mainly consist of financial assets measured at fair value through profit or loss (holdings in subsidiaries and associates, bonds issued by subsidiaries and fund units) and the financial assets measured at fair value through other comprehensive income (shares and corporate bonds). Measurement at fair value is carried out in accordance with the provisions of IFRS 13, using either the available market quotation for listed assets (which meet active market conditions) or valuation reports prepared by authorized valuators, as per International Valuation Standards (for unlisted or listed holdings but without an active market).

Cash and cash equivalents comprise mostly short-term placements in bank deposits, having an initial duration of up to 3 months. The increase versus 2018 is primarily a consequence of steering the net cash from financial assets trades towards short term fixed income instruments.

Total liabilities are above those at the end of 2018, up 35.7%, mainly as an effect of the recognition of a deferred income tax, related to the positive taxable changes recognized in other comprehensive income, as a result of the measurement at fair value of the financial assets during 2019.

As at December 31, 2019, equity amounted to RON 2,748.2 million, up 18.4% vs. the value recorded at the end of the previous year, on the back of:

  • The upsurge of the Net profit compared to 2018, due both to the contribution of the income elements (dividends, interest) and especially to the component of investment gains (positive changes in fair value related to the financial assets measured at fair value through profit or loss), mainly driven by the investments held in fund units;

  • The increase of Other reserves is due to the transfer of the net profit of the year 2018 in the reserves, as own funding sources;

  • The item changes in the fair value of the financial assets measured through other comprehensive income rose 35% compared to the end of 2018, following the recognition of the positive changes of fair value related to the financial assets highlighted in this category (shares in companies where SIF Banat-Crișana holds a minority position - mainly the banking and energy sector, shares in the 2 consolidated subsidiaries, corporate bonds).

Dividend income, interest income and other income as at December 31, 2019 (preliminary) amounted to RON 121.5 million, up 5.8% as compared to 2018. The increase is mainly due to the upturn in the volume of dividends collected from stakes in banks held by the Company and directing the investments in fixed income instruments to corporate bonds.

Gain on investment in the financial year 2019, favourable as compared to 2018, is mainly the effect of recognizing within the revenues the fair value changes of assets measured at fair value through profit or loss.

Other operating expenses, including operating expenses, are 28.7% above those of the previous year's, having an slower yoy progress compared to the growth of the company's net profit (+106%) or to the increase of the value surplus of the financial assets at fair value through other comprehensive income (+35%).

The preliminary net profit for the financial year 2019 is of RON 159.5 million, up 106.6% as compared to the prior year's result, mainly as a result of the influences detailed above.

Other comprehensive income includes changes in fair value of financial assets at fair value through other comprehensive income, up as compared to the previous year mainly as an effect of the positive dynamics of the fair value of the portfolio of financial assets listed on the Stock Exchange (stakes in the financial and the energy sector).

Bogdan-Alexandru DRĂGOI Chairman and CEO

Dorel BABA Financial Reporting Manager

Annex 1

Separate statement of financial position

  • preliminary unaudited -
Assets
Cash and cash equivalents 117,203,806 29,230,410
Bank deposits 4,512,500 6,044,457
Financial assets at fair value through profit and loss 1,220,126,673 1,105,989,265
Financial assets at fair value through other comprehensive income (shares) 1,503,213,414 1,274,462,535
Financial assets at fair value through other comprehensive income (bonds) 5,053,633 4,882,639
Financial assets at amortized cost 49,911,172 6,505,683
Investment property 20,047,164 20,128,515
Tangible assets 4,080,130 3,203,517
Assets representing rights of use of assets reflected according to IFRS 16 1,117,902 -
Other financial assets 1,191,647 2,277,307
Other assets 220,299 218,926
Total assets 2,926,678,339 2,452,943,252
Liabilities
Dividends to be paid - 5,495
Deferred income tax 169,850,613 129,889,043
Liabilities recognised according to IFRS 16 1,121,202 -
Current income tax 4,451,293
Other financial liabilities 3,041,305 1,614,345
Other liabilities and deferred revenues 10,473 13,757
Total liabilities 178,474,885 131,522,640
Equity
Statutory share capital 51,746,072 51,746,072
Treasury shares (7,295,461) (223,486)
Loss on repurchase of own shares (134,838) (559)
Benefits granted in equity instruments - 2,380,000
Retained earnings 812,306,354 683,411,583
Other reserves 997,961,099 920.774.872
Reserves from revaluation of tangible assets 1,176,569 105,016
Legal reserves 10,349,214 10,349,214
Reserves from fair value changes in assets measured at fair value through other
comprehensive income 882,094,444 652,877,901
Total equity 2,748,203,454 2,321,420,613
Total liabilities and equity 2,926,678,339 2,452,943,252

Bogdan-Alexandru DRĂGOI

Chairman and CEO

Dorel BABA

Financial Reporting Manager

Annex 2

Separate statement of profit and loss and other comprehensive income

  • preliminary unaudited -
Revenues
Dividend income
115,088,023
110,224,602
Interest income – assets at amortized cost, assets at fair value through other
comprehensive income
2,374,141
2,680,780
Interest income – assets at fair value through profit or loss
3,678,040
1,719,092
Other operating revenues
397,308
252,136
Gain/(Loss) on investment
Gain / (Loss) on investment property
(81,351)
86,351
Gain / (Loss) on foreign exchange
1,961,301
92,468
Gain / (Loss) on financial assets at fair value through profit and loss
74,073,706
(14,950,272)
Net profit / (Loss) on sale of assets
-
(1,282,416)
Expenses
Fees and charges
(3,322,619)
(3,248,280)
Other operating expenses
(18,913,441)
(14,682,344)
Profit before income tax
175,255,109
80,892,117
Income tax
(15,760,578)
(3,705,890)
Net profit for the period
159,494,532
77,186,227
Other comprehensive income
Amounts that are or may be transferred to profit or loss
Amounts that may be transferred to profit or loss (debt instruments)
41,503
(28,769)
Amounts transferred to profit or loss (debt instruments)
-
1,282,416
Amounts that are or may be transferred to retained earnings
Change in fair value of shares measured through other comprehensive
income
329,488,683
(106,586,424)
Change of reserve from revaluation of fixed assets
1,071,553
7,222
The effect of income tax on items above
(53,727,177)
22,127,427
Other comprehensive income
276,874,562
(83,198,128)
Total comprehensive income for the period
436,369,094
(6,011,901)
Earnings per share
Basic
0.309
0.149
Diluted
0.309
0.149
in RON Dec. 31, 2019 Dec. 31, 2018

Bogdan-Alexandru DRĂGOI

Chairman and CEO

Dorel BABA

Financial Reporting Manager

SIF BANAT-CRIȘANA PRELIMINARY FINANCIAL RESULTS AS AT DECEMBER 31, 2019

Denominated in RON Share capital Treasury stock Losses from the
repurchase
of own
shares
Legal
reserves
Reserves from
value changes in
financial assets
at fair value
through other
comprehensive
income
Reserves from
revaluation of
fixed assets
Other reserves Benefits granted
in equity
instruments
Retained
earnings
Total
Balance at December 31, 2019 51,746,073 (223,487) (559) 10,349,214 652,877,901 105,016 920,774,871 2,380,000 683,411,583 2,321,420,613
Comprehensive income
Profit for the period 159,494,532 159,494,532
Other comprehensive income
Reserve from revaluation of financial assets
transferred to profit and loss
Reserve from revaluation of financial assets
transferred to retained earnings (54,738,485) 54,738,485 -
Change of legal reserve 329,538,091 329,538,091
Revaluation of tangible assets 1,071,553 1,071,553
Related deferred tax (45,583,064) (8,152,018) (53,735,082)
Total comprehensive income for the period 229,216,543 1,071,553 206,080,998 436,369,094
Other reserves – own sources 77,186,227 (77,186,227) -
Dividends payable for 2018
Dividends written-off
Change in benefits granted 3,499,788 64,684 (2,380,000) 1,184,473
Repurchase of own shares (10,571,763) (198,963) (10,770,726)
Cancelation of own shares
Total transactions with shareholders
recognized directly in equity
(7,071,974) (134,279) 77,186,227 (2,380,000) (77,186,227) (9,586,253)
Balance at December 31, 2019 51,746,073 (7,295,461) (134,837) 10,349,214 882,094,444 1,176,569 997,961,098 - 812,306,354 2,748,203,454

SIF BANAT-CRIȘANA PRELIMINARY FINANCIAL RESULTS AS AT DECEMBER 31, 2019

Denominated in RON Share
capital
Treasury
stock
Losses from the
redemption of
own shares
Legal
reserves
Reserves from
revaluation of
financial
assets
available for
sale
Reserves from
value changes in
financial assets at
fair value through
other
comprehensive
income
Reserves
from
revaluation
of
fixed assets
Other
reserves
Benefits
granted in
equity
instruments
Retained
earnings
Total
Balance as at December 31, 2017 52,000,000 (4,748,190) (124,659) 10,976,985 1,251,829,179 0 97,794 835,775,929 0 145,433,106 2,291,240,143
Effect of transition to IFRS 9 (1,251,829,179) 1,176,253,311 94,173,757 18,597,889
Balance at January 1, 2018 - restated 52,000,000 (4,748,190) (124,659) 10,976,985 0 1,176,253,311 97,794 835,775,929 0 239,606,863 2,309,838,033
Effect of IFRS 10 – change of fair value for
deconsolidated subsidiaries
(376,323,691) 376,323,691 0
Profit for the period - - - 77,186,227 77,186,227
Reserve from revaluation of financial assets
transferred to profit or loss
- - 1,282,416 - 1,282,416
Reserve from revaluation of financial assets
transferred to retained earnings
(71,300,623) 71,300,623 0
Change in reserve - (627,771) (106,620,673) 627,771 (106,620,673)
Revaluation of tangible assets 7,222 (7,222) -
Related deferred tax 29,587,161 (7,454,254) 22,132,907
Total comprehensive income for the period - - - (627,771) (523,375,410) 7,222 - - 517,976,836 (6,019,123)
Other reserves – own sources 69,553,194 - (69,553,194) 0
Dividends payable for 2017 - - - - -
Dividends written-off - - - - 15,445,748 - 15,445,748
Repurchase of own shares (223,486) (559) 2,380,000 (4,618,922) (2,462,967)
Cancelation of own shares (253,928) 4,748,190 124,659 4,618,921
Total transactions with shareholders
recognized directly in equity
(253,928) 4,524,704 124,100 - - - 84,998,942 2,380,000 (74,172,116) 17,601,702
Balance at December 31, 2018 51,746,073 (223,486) (559) 10,349,214 0 652,877,901 105,016 920,774,871 2,380,000 683,411,583 2,321,420,613

Bogdan-Alexandru DRĂGOI Dorel BABA

Chairman and CEO Financial Reporting Manager

Cash flow statement

  • preliminary unaudited -
Denominated in RON Dec. 31, 2019 Dec. 31, 2018
Operating activities
Net profit for the period 159,494,532 77,186,227
Adjustments for:
Depreciation of tangible and intangible assets 271,833 281,866
Net (gain)/loss from disposal of tangible assets 1,585 4,557
Gain from valuation of investment property 81,351 (86,351)
Net profit from sale of assets (debt instruments) - 1,282,416
(Net gain)/Net loss from financial assets at fair value through profit or loss (74,073,706) 14,950,272
Dividend income (115,088,023) (110,224,602)
Interest income (6,052,181) (4,399,872)
Interest on purchase of assets reflected according to IFRS 16 7,622 -
Expense with / (income from) foreign exchange of financial assets (1,231,751) (10,086)
Benefits granted in equity instruments 1,414,000 2,380,000
Income tax 15,760,578 3,705,890
Changes in operating assets and liabilities
Change in other assets (claims, etc.) (85,847) 17,207
Change in other financial liabilities 1,393,549 (2,083,394)
Income tax paid (19,121,966) (25,588,823)
Net cash used in operating activities (37,228,425) (42,584,692)
Investment activities
Payments for acquisition of financial assets measured at fair value through other
comprehensive income (shares, bonds) (6,586,167) (101,077,286)
Proceeds from sales of financial assets measured at fair value through other
comprehensive income (shares, bonds) 107,323,972 172,710,266
(Placements) / Proceeds from bank deposits with term greater than three months 1,500,000 (1,200,000)
Proceeds from sale / repurchase of assets at fair value through profit or loss
account (fund units, bonds)
Payments for purchase of assets at fair value through profit or loss account (fund
84,852,486 23,466,399
units, bonds, shares) (123,637,912) (145,923,864)
Proceeds / (Payments) from/for sale of assets measured at amortized cost (42,995,700) -
Payments for purchases of tangible assets (49,697) (58,870)
Dividends collected 110,293,952 106,528,122
Interest collected 5,277,106 6,274,164
Net cash from investment activities 135,978,041 60,718,931
Financing activities
Dividends paid (5,495) -
Repurchase of own shares (10,770,725) (224,045)
Net cash used in financing activities (10,776,220) (224,045)
Net increase / (decrease) in cash and cash equivalents 87,973,396 17,910,193
Cash and cash equivalents at January 1 29,230,410 11,320,217
Cash and cash equivalents at December 31 117,203,806 29,230,410

Bogdan-Alexandru DRĂGOI

Chairman and CEO

Dorel BABA Financial Reporting Manager Annex 4

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