Dear Shareholders and Partners,

The drafting of the Annual Report is always a valuable opportunity for our entire team to pause, reflect with clarity, and reaffirm our motivation and direction for the future. We do so with the confidence that your continued support and trust—earned over the years remain firmly with us.

The year 2024, shaped by a complex global and local environment, tested our resilience. At the same time, it sharpened our focus and accelerated the transformation we recognised as essential. In response, we committed to a renewed strategy - one rooted in performance, agility, and long-term value creation. This new direction is guided by clear, measurable objectives: by 2028, we are targeting an annual growth of 6% in the unitary net asset value and a reduction of at least 7% in the trading discount. These are more than just targets—they are key milestones in our journey to unlock the full potential of our portfolio.

In finance, perhaps more than in any other field, evolution is rarely linear. It is a journey of adaptation, discipline, and resilience. We evolve by remaining rational and by taking ownerhip of both our successes and our challenges. As we move forward, we are committed to reaching higher standards, including in our role as your trusted financial partner. That means continuing to prioritize transparency, strategic discipline, and operational efficiency.

We are also by our investors' side through the remuneration mix proposed to them. Thus, the Company proposes to distribute a dividend of RON 0.0150/share for 2024, which represents 67% of the net profit for 2024 and to carry out approved share buyback programs, aimed at maximizing the aggregate return for investors.

We remain fully committed to delivering results that reinforce investor confidence. We look ahead to 2025 with optimism— confident in the strength of our solid, well-balanced portfolio supported by optimal liquidity and managed by a team of dedicated professionals ready to deliver.

We extend our gratitude to our partners and collaborators, as well as to all those who believe in the vision and leadership of Transilvania Investments' management team and support us on this journey.

With special consideration,

Marius-Adrian Moldovan, Executive President

Pag. 2

REPORT OF THE EXECUTIVE BOARD FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2024

Annual Report drafted according to the Law No. 24/2017 regarding the issuers of financial instruments and market operations, the F.S.A. Regulation no. 5/2018 regarding the issuers of financial instruments and market operations, Law no. 74/2015 on alternative investment fund managers, Law no. 243/2019 regulating alternative investment funds and the F.S.A. regulations issued for the enforcement thereof, Regulation (EU) no. 231/2013, the Bucharest Stock Exchange Rule Book, Accounting Law no. 82/1991, republished as subsequently amended and supplemented, F.S.A. Rule no. 39/2015 approving the Accounting Regulations compliant with the International Financial Reporting Standards, applicable to the entities authorised, regulated and supervised by the Financial Supervisory Authority from the Financial Instruments and Investments Sector.

Report date: 31.12.2024

Company name	Transilvania Investments Alliance S.A. (Transilvania
	Investments or the Company hereinafter)
Registered Office	Brasov Municipality, 2 Nicolae Iorga Street, postal
Branch Office	code 500057 Bucharest, Ana Tower, Poligrafiei Boulevard 1A,
	Floor 1, Zone B, Sector 1
	0268 416 171 / 0268 473 215
Phone/ Fax	[email protected]
E-mail
Website	www.transilvaniainvestments.ro
Sole Registration Code	3047687
Tax Registration Code	RO3047687
Trade Register Number	J08/3306/1992
Registered with the Securities Registration	Registration Certificate no. 401/05.02.2020
Office within F.S.A.
Registered with F.S.A. Register - Section 8 -	Subsection Alternative Investment Fund Managers
Alternative Investment Fund Managers	authorized by F.S.A. (A.I.F.M.A.A.) - under no. PJR071
	AFIAA/080005
Registered with F.S.A. Register - Section 9 -	Subsection Alternative Investment Funds dedicated
Alternative Investment Funds	to retail investors and established in Romania
	(F.I.A.I.R.) - under no. PJR09FIAIR/080006
Subscribed and paid-up share capital	RON 216,244,379.70 lei
Main characteristics of the securities issued by	Common, registered, indivisible, of equal value and
the company	dematerialized, issued at the nominal value of RON
	0.10/share
Regulated market on which the issued securities	Bucharest Stock Exchange, Main Segment, Premium
are traded	Category (market symbol: TRANSI)
Depository	BRD-Groupe Société Générale
Auditors as at 31 December 2024	Forvis Mazars Romania S.R.L. – financial auditor
	KPMG Audit S.R.L. – internal auditor

1.	INTRODUCTION	4
	1.1 General macroeconomic context	4
	1.2 Economic growth prospects. Key risks and vulnerabilities of the financial system	5
	1.3 Romanian capital market context	5
2.	EVOLUTION OF THE TRANSILVANIA INVESTMENTS SHARES IN 2024	6
3.	ANALYSIS OF THE COMPANY'S ACTIVITY	8
	3.1 General framework	8
	3.2. Strategy and objectives	10
	3.3 Investment entity	10
	3.4 Financial assets at fair value
	3.5 Main aspects of the portfolio evolution in 2024	12
	3.6 Portfolio management in 2024	18
	3.7 Investment activity in 2024	29
	3.8 Main results of the assessment of the Company's activity	33
4.	TANGIBLE ASSETS	37
5.	MARKET OF THE SECURITIES ISSUED BY THE COMPANY	38
6.	FINANCIAL POSITION AND PERFORMANCE AT 31.12.2024	40
7.	CORPORATE GOVERNANCE STATEMENT	43
8.	E.S.G. ASPECTS AT TRANSILVANIA INVESTMENTS	72

Annexes:

List of companies in which Transilvania Investments is the majority shareholder as at 31 December 2024 (Annex no. 1)
List of companies in which Transilvania Investments has a significant influence as at 31 December 2024 (Annex no. 2)
List of companies in bankruptcy, insolvency, voluntary winding-up and judicial reorganization as at 31 December 2024 (Annex no. 3)
Statement of compliance with the provisions of the BSE Corporate Governance Code (CGC) (Annex no. 4)
Statement regarding the application of the corporate governance principles, according to the F.S.A. Regulation no. 2/2016 (Annex no. 5)
Remuneration Report of Transilvania Investments Alliance for the year 2024 (Annex no. 6)
Annex on litigations 2024 (Annex no. 7)
Statement of assets and liabilities as at 31 December 2024, prepared in accordance with Annex 10 to the FSA Regulation 7/2020
Detailed statement of investment as at 31 December 2024, prepared in accordance with Annex 11 to the FSA Regulation 7/2020

Pag. 4

1. INTRODUCTION

Through the nature of its activities, Transilvania Investments aligns with both the economic and legislative context in Romania, as well as the regional and global macroeconomic dynamics. A series of events recorded in 2024 had a direct or indirect impact on the Company's results and performance.

1.1 General Macroeconomic Context

The year 2024 was marked by a slowdown in global economic growth, driven by restrictive monetary policies, persistent inflationary pressures, and geopolitical uncertainties. According to the International Monetary Fund (IMF), the global economy recorded a growth rate of 3.2%, maintaining a level similar to that of 2023. In advanced economies, economic activity stagnated, with stronger performance in the U.S., where GDP grew by 2.8%,supported by private consumption. In contrast, the eurozone experienced slower economic growth, impacted by high energy costs and declining external demand. China continued to face economic slowdown, while emerging economies recorded moderate growth of 4.2%, slightly below the previous year's level.

In Romania, the economy grew below expectations, with real GDP advancing by 1.4% in 2024, compared to 2.4% in 2023. In the first half of the year, private consumption supported domestic demand, but in the second half, the effects of the economic slowdown in Europe became more evident, impacting exports and contributing to a persistently high trade deficit. Inflation remained above 5% throughout the year, driven by rising food and energy prices, as well as wage increases in the public sector.

The budget deficit continued to deepen, reaching 8.65% of GDP in 2024, putting additional pressure on public finances. Public debt increased to 54% of GDP, with prospects of exceeding the 60% threshold in the coming years. This context sustained the risk of negative revisions to the country's credit rating, given the lack of clear fiscal consolidation measures.

On the political front, 2024 was a complex electoral year, with four rounds of elections: local, European Parliament, parliamentary, and presidential. The June elections confirmed the dominance of the PSD-PNL coalition, but the autumn elections highlighted the rise of extremist parties and a fragmentation of the political spectrum. The parliamentary elections on December 1 led to the governing coalition losing its majority, increasing uncertainties regarding future economic policies.

The National Bank of Romania lowered the monetary policy interest rate twice in 2024, from 7% to 6.75% in July and subsequently to 6.50% in August, maintaining this level until the end of the year. This strategy reflected the need to balance economic growth support with inflation control, as the annual inflation rate declined to 5.1% in December. Long-term government bond yields fluctuated significantly, influenced both by investor perceptions of sovereign risk and by international trends in monetary policy, including expectations of potential monetary easing in 2025 by major central banks.

In conclusion, 2024 was a year of economic and political transition, marked by modest economic growth, high inflation, fiscal pressures, and significant uncertainties. In this context, companies and investors faced a volatile business environment, requiring a cautious approach and effective management of macroeconomic risks

1.2 Economic Growth Prospects. Key Risks and Vulnerabilities of the Financial System

In 2025, Romania's economy is expected to experience a slight recovery, with a projected growth rate between 2.0% and 2.5%, driven by supporting factors but also facing significant risks. In the medium term, economic performance will depend on the government's ability to implement fiscal and structural reforms, the absorption of EU funds, and the stability of the external environment.

One of the main drivers of growth is the absorption of European funds, particularly through the National Recovery and Resilience Plan (PNRR) and the 2021-2027 Multiannual Financial Framework. Public

investments in infrastructure, digitalization, and energy are expected to stimulate economic activity and generate spillover effects in the private sector. However, the actual pace of fund absorption remains a risk due to administrative delays and potential budgetary constraints.

Private consumption will continue to play a central role in economic growth, supported by wage increases, including those in the public sector, and pension adjustments. Although inflation remained above 5% in 2024, a potential decline below this threshold in 2025 could improve household purchasing power and, consequently, boost domestic demand. On the other hand, a potential increase in taxation or VAT could constrain consumption growth and place additional pressure on disposable incomes.

The National Bank of Romania is expected to maintain a prudent monetary policy, with the possibility of key interestrate cutsin the second half of 2025 asinflation stabilizes. Such a measure could support lending and private investments, particularly in the consumer and real estate sectors. Long-term government bond yields will continue to be influenced by investor perceptions of sovereign risk and international trends in the monetary policies of major central banks.

Romanian exports could benefit from a stabilization of external demand, especially if eurozone economies return to a growth trajectory. Additionally, attracting foreign direct investments in sectors such as technology, automotive, and renewable energy will play a crucial role in medium-term economic growth. However, international financial market volatility, high energy prices, and geopolitical tensions in the region remain risk factors that could negatively impact Romania's economic outlook.

The high budget deficit and rising public debt will remain major challenges in 2025. In 2024, the budget deficit reached 8% of GDP, far exceeding the 3% threshold set by the EU Stability and Growth Pact. Without the implementation of fiscal consolidation measures, Romania risks severe macroeconomic corrections and potential downgrades to its credit rating. Public debt has risen to over 52% of GDP and is projected to exceed the 60% threshold in the coming years, increasing financing costs and potentially limiting fiscal space for investments.

Another major risk is political instability, exacerbated by the results of the December 2024 parliamentary elections, which led to a fragmented political landscape and difficulties in forming a stable majority. The lack of consensus on fiscal and economic measures could delay essential reforms and undermine investor confidence. Additionally, any delays in implementing the reforms committed under the National Recovery and Resilience Plan (PNRR) could result in the suspension of EU funding tranches, negatively impacting investment prospects and economic development.

In 2025, Romania's economy has growth potential, but it operatesin an environment marked by significant risks. European funds, investments, and private consumption could provide economic momentum, yet the high budget deficit, political uncertainties, and external risks will remain major challenges. The government's ability to implement sustainable fiscal reforms and attract investments will be crucial in shaping medium-term growth prospects.

1.3 Romanian Capital Market Context

Throughout 2024, the Romanian capital market continued to record positive developments, with the BET-TR index registering an appreciation of approximately 16.85% compared to the same period of the previous year. This performance was supported by the strong financial results reported by most listed companies, as well as an attractive dividend distribution policy. The dividend yield remained at a competitive level of around 7.9%, further strengthening investor interest in assets listed on the Bucharest Stock Exchange (BVB).

A significant milestone for the local capital market was the listing of the first ETF (Exchange Traded Fund) tracking the performance of the BET-TRN index, launched by InterCapital Asset Management, the largest independent investment manager in Croatia, with over €500 million in assets under management. This

Pag. 6

innovative instrument provided investors with broader exposure to the Romanian capital market, incorporating both the price performance of the most important listed companies and the effect of reinvesting net dividends distributed by these companies.

Regarding market liquidity, the total trading value of all financial instruments on the Bucharest Stock Exchange (BVB) Regulated Market declined compared to 2023, primarily due to the exceptional volumes recorded in the previous year following the listing of Hidroelectrica, the largest IPO in the history of the Romanian stock exchange. Nevertheless, investor interest in listed companies remained high, supported by stable dividend yields and favourable prospects for key economic sectors.

Amid a year marked by significant political and economic events, the Romanian capital market maintained its attractiveness, demonstrating resilience and growth potential, in line with the positive trends observed in other emerging international markets. In 2024, the performance ofstockslisted on the regulated market, compared to the previous financial year, highlighted the following key aspects:

- ⇨ Compared to the same period of the previous year, the total trading value on the regulated segment of the Bucharest Stock Exchange (B.S.E.) recorded a lower aggregate level;

⇨ At the end of 2024, the market capitalisation of the regulated was 35.7% higher compared to the same period of the previous year (YoY change).

Source: Bucharest Stock Exchange

Since the beginning of 2024, the evolution recorded by the main index of the regulated market (BET TOTAL RETURN -calculated in local currency, includes dividends) has been positive, registering an increase of 17.22%. We notice the widening gap between the evolution of the local index and the evolution of the MSCI Frontier Markets, resulting in an outperformance of the local market.

Source: Bloomberg

2. EVOLUTION OF TRANSI SHARES IN 2024

During 2024, the TRANSI shares had an evolution characterized by the following trading benchmarks:

⇨	minimum closing price	RON 0.2850/share
⇨	average price	RON 0.3460 /share RON 0.3449 /share, if DEAL transactions are not considered
⇨	maximum closing price	RON 0.3820 /share
⇨	trading volume	170.86 million shares 162.21 million shares, if DEAL transactions are not considered
⇨	number of trading sessions	248 sessions
⇨	daily average trading volume	0.689 million shares /session 0.654 million shares /session, if DEAL transactions are not considered

Note: prices not adjusted by the dividend distributed during the period.

Pag. 8

During 2024, the TRANSI shares had an upward evolution, with the closing price on the last day of the year being 14.6% higher than the closing price recorded at the beginning of the year.

In 2024, the average daily liquidity with TRANSI shares increased to 648,821 shares compared to the average value recorded in 2023, of 258,969 shares. Throughout 2024, we see an improvement in liquidity compared to the previous year, with a positive dynamic of +151%. The chart below highlights the average daily traded volume and median from January 2023 to December 2024.

Evolution of TRANSI shares' trading discount during the last 12 months

Source: Transilvania Investments

Over the last 12 months, the unit value of net assets increased from RON 0.8019/share in December 2023 to RON 0.8622/share at the end of December 2024. Also, the TRANSI share price increased from RON 0.3260/share at the end of December 2023 to RON 0.3760/share at the end of December 2024. The trading discount had a positive evolution, decreasing from 59% at the end of December 2023 to 56% at the end of December 2024.

Starting with March 14, 2024, Transilvania Investments benefits from the Issuer's Market Maker services offered by BRK Financial Group, to improve the liquidity of the shares issued by the Company.

Analysis of TRANSI shares' trading discount at 31.12.2024

By reference to the Net Asset Value per Share reported for the reference date 31.12.2024, the price of TRANSI shares registers a significant discount of 56%. At the same time, the price of TRANSI shares registered a significant discount in relation to the Top 10 holdings in the portfolio (including cash and equivalents), namely 41%.

3. ANALYSIS OF THE COMPANY'S ACTIVITY

3.1 General framework

Transilvania Investments is an Alternative Investment Fund Manager (A.I.F.M.), authorized by the F.S.A. (Authorization no. 40/15.02.2018), which operates according to the provisions of Law no. 74/2015 on alternative investment fund managers. At the same time, the Company is authorized as a closed-end Retail Investor Alternative Investment Fund (R.I.A.I.F.), diversified, established as an investment company, selfmanaged, according to the provisions of Law no. 243/2019 on the regulation of alternative investment funds (F.S.A. Authorization no. 150/09.07.2021).

Transilvania Investments is a Romanian legal entity organised as a joint stock company. The Company is listed on the Bucharest Stock Exchange, on the Main segment, within the Premium category, under TRANSI symbol, the trading of the shares issued by the Company being subject to the rules applicable to regulated market and closed-end alternative investment funds.

The Company manages an investment portfolio which has a predominant exposure on the Romanian capital market, mainly on shares of listed companies from Banks, Travel and leisure, Real Estate, Financial services and Energy sectors. The managed portfolio may include, without limitation thereof, any of the following main classes of financial instruments/assets: shares, fixed-income instruments, fund units/ETFs, equity

Pag. 10

holdings in investment funds/collective investment undertakings, equity interests, alternative investment instruments (including derivatives).

The structure of the portfolio managed by the Company complies with the investment limitations undertaken through the risk profile and the status of Retail Investor Alternative Investment Fund, and it therefore remains focused on shares listed on the Romanian capital market.

3.2 Strategy and objectives

In accordance with the Transilvania Investments' 2024-2028 Strategy, approved through the Resolution of the Ordinary General Meeting of Shareholders of 22.04.2024, the investment strategy of the Company consists in the maximization of the aggregate returns obtained by its current and potential shareholders, through the investments carried out by the Company, and the increase in the net asset value per share.

The investment policy of the Company seeks the insurance of the portfolio quality through carrying-on the accelerated restructuring thereof, structural balancing of the portfolio, insurance of an optimal level of the portfolio aggregate liquidity and promotion of efficient and attractive shareholder remuneration instruments, and the proper management of the financial resources needed to implement such instruments.

Moreover, the 2024-2928 Strategy established the new business lines, namely travel and leisure, real estate, active trading and private equity, the main lines of action being the following:

Travel and leisure → changing/consolidating the management and business models for the subportfolio of companies operating in the tourism sector. In order to increase the performance of companiesfrom thissector, agreementsforspecialized operating services and/or operation under international brands can also be considered.
Real estate → efficient and centralized operating of the real-estate portfolios, including the assets held by companies operating in the industry sector where the risk-adjusted profitability of the industrial activity is lower than the estimated efficiency of operation as a real-estate vehicle.
Active trading → includesthe strategy afferent to issuers actively traded on financial markets, with high liquidity, regardless of the trading environment (local or international) with the view of maintaining an adequate liquidity level profile of the managed portfolio and targets both short and longer investment horizons.
Private equity → developing and efficiently capitalizing on the potential offered by the niche of private equity investments, both in new sectors and by a private equity approach for the assets in the existing portfolio. The private equity investments and participation in entrepreneurial projects create the premises for the increase in the profitability of the assets managed and have the purpose of mitigating the negative performances recorded on the capital market.

In addition, the 2024-2028 Strategy set the main objectives for the period 30.04.2024-30.04.2028, such as an annual increase in the net asset value per share by at least 6% (increase calculated before any distribution of dividends and/or other shareholder remuneration forms) and annual reduction of the trading discount by at least 7%, shareholder remuneration through a mix of instruments (dividends and reduction of the trading discount), restructuring the historical portfolio, increasing the weight of dividends generated by subsidiaries, maintaining the portfolio medium risk profile and the investment entity status etc.

The evolution of the two multiannual performance indicators (K.P.I.) from the start date of the abovementioned Strategy (30.04.2024) until 31.12.2024 was the following:

➢ Annual increase in the net asset value pershare (NAVPS) → 2.48% increase (compared to the 2024 year-end target of 4.00%)
➢ Annual reduction of the trading discount 11.12% reduction (compared to the 2024 year-end target of 4.67%).

We mention that the assessment of the annual evolution of the NAVPS and the trading discount for the periods that do not correspond to a full financial year is carried out proportionally for the assessed period. Also, for the calculation of the trading discount, the TRANSI share price was adjusted with the value of the dividend distributed in July 2024.

3.3. Investment entity

Transilvania Investments applies the IFRS standards as the accounting base, in compliance with the requirements of the F.S.A. Rule no. 39/2015 for the approval of the accounting regulations compliant with International Financial Reporting Standards, applicable to the entities authorized, regulated and supervised by the Financial Supervisory Authority from the financial instruments and investments sector.

IFRS 10.4 sets out certain exceptions with respect to the preparation of consolidated financial statements, among which the exception applicable to parent companies which are classified as "investment entities". As a result of the analyses carried out, Transilvania Investments' management found that the Company met the requirements of the definition of an "investment entity" in compliance with IFRS 10, respectively the Company:

i. obtains funds from one or more investors for the purpose of providing those investors with investment management services;
ii. commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both, and
iii. measures and evaluates the performance of substantially all its investments on a fair value basis.

Under these circumstances, Transilvania Investments prepares a single set of financial statements, respectively separate financial statements in accordance with IFRS.

Starting 1 January 2015, the Company's financial investments are measured at fair value. In the light of IFRS 9, starting 1 January 2018, Transilvania Investments classified its investments in subsidiaries and associated entities, the bonds and the fund units as financial instruments measured at fair value through profit or loss. The Company's investments in other equity instruments (other than subsidiaries and associated entities) are classified as financial assets at fair value through other comprehensive income and/or as financial assets at fair value through profit or loss.

Transilvania Investments directly provides investment management services for its investors, having as its main and exclusive business scope activities specific to closed-end investment companies. Transilvania Investments does not provide investment related consultancy and administrative services, directly or indirectly through a subsidiary, to third parties and/or its investors.

The Company applies an exit strategy based on the permanent monitoring of its investments, analysis of the current market developments, achievement of higher yields and fulfilment of the objectives set under the annual revenue and expenditure budgets.

Transilvania Investments presents its strategy to its current and potential investors based on specific documents approved by the General Meeting of Shareholders, namely the Company's Strategy and Investment Policy Statement.

The Company is authorized by the Financial Supervisory Authority as a Retail Investor Alternative Investment Fund (R.I.A.I.F.). The Company's operation in the capacity of a R.I.A.I.F., of closed-end type, diversified, set-up as an investment company, self-managed, is based on a series of rules regarding the risk profile, investment exposure limits, measurement of the portfolio financial assets and their presentation in the Company's net asset value, transparency and reporting requirements.

Transilvania Investments monitors the structure and performance of its investment portfolio and:

Pag. 12

i. publishes monthly the statement of assets and liabilities, namely reports regarding the net asset value and net asset value per share, calculated by the company and certified by the depository (Annex no. 10 to the F.S.A. Regulation no. 7/2020), together with the statement of assetsfor which valuation methods compliant with the international standards and fair value principle were considered (Annex prepared according to Article 38, paragraph (4) of Law no. 243/2019);
ii. calculates monthly and publishes on a quarterly, half-yearly and yearly basis the detailed statement of investments (Annex no. 11 to the F.S.A. Regulation no. 7/2020), at the deadlines provided by the applicable legislation for the publishing of the quarterly, half-yearly and yearly reports).

3.4 Financial assets at fair value

According to IFRS 13, the fair value levels, depending on the input data used in the measurement process, are defined as follows:

Level 1 input data are quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can access on the measurement date;
Level 2 input data are input data, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly;
Level 3 input data are unobservable input data for the asset or liability.

Establishing the materiality threshold of the input data used in the process of fair value measurement, in its entirety, requires the use of professional judgment, considering the specific factors, because of the complexity implied by the measurement of these investments and the presentation of the fair value changes in the financial statements. The fair value measurement of the financial instruments held by Transilvania Investments is carried out in compliance with the fund's policy and rules regarding the asset valuation, the internal procedure and the related methodology.

Under the general concept and according to the rules defined at the level of the fund by its authorisation as a R.I.A.I.F., it was considered that the shares held in issuers listed on an alternative/multilateral system in Romania should be assimilated to securities with a liquidity considered to be irrelevant for the application of the mark-to-market method, the option being that the shares of such companies to be valuated based on a valuation report in accordance with the valuation standards in force. For the companies listed on the main segment of Bucharest Stock Exchange, usually, the trading activity of the shares concerned is considered relevant to apply the mark-to-market method. In specific situations, which do not fall within the general coordinates mentioned above, a prudent judgement is considered with regard to quantitative and/or qualitative aspects of the market and trading activity of the issuer's securities.

In the context of the above and the provisions of art. 114 - (5) of the F.S.A. Regulation no. 9/2014, we mention the following aspectsrelating to the issuersin the portfolio held as at 31 December 2024 for which the valuation was not carried out on a mark-to-market basis:

within the share portfolio held by Transilvania Investments as at 31 December 2024, for issuers whose shares are admitted to the multilateral trading system of the Bucharest Stock Exchange and traded within a 30 business days period prior to 31 December 2024, presented in the table below, the option of estimating the value based on a valuation report has been maintained;
the analysis of the information on issuers' characteristics and the trading activity of the shares of the respective issuers highlighted a number of aspects and elementsthat could not be considered relevant for the use of the mark-to-market method;
the summary data of some trading indicators or parameters for a 12-month period prior to 2024 highlights: the dominant, control or significant position held by Transilvania Investments as shareholderin the companies,shareholding structures with a high degree ofstake concentration which results in a generally low free-float, low number of trading sessions for those companies in the context

of the annual trading programme of the B.S.E. or compared to issuers traded in the same segment for which the mark-to-market method was used, certain trading discontinuities resulting from time intervals without transactions, low volumes traded compared to the total number of shares of the issuers and/or stakes of Transilvania Investments, low average number of trades in a trading session, lack of presence of the issuers in the composition of some stock indices etc.

Company	Market	Symbol	TIA holding %	Free-float	Trading sessions	Average no. of trades	Trades volume	Non- trading periods	BetAeRIO Index

Aro Palace S.A.	BMB - XRS1	ARO	85.7%	4.0%	118	3	0.19%		по
Casa Alba Independenta S.A.	BVB - XRS1	CAIN	53.3%	24.8%	25	2	0.05%	2 months	по
Dorna Turism S.A.	BMB - XRS1	DOIS	32.0%	18.0%	10	2	0.32%	7 months	по
Emailul S.A.	BVB - XRS1	EMA	28.9%	10.7%	73	2	220%		no
Feper S.A.	BVB - XRS1	FEP	85.8%	4.8%	120	6	0.70%		ПО
Independenta S.A.	BVB - XRS1	INTA	53.3%	24.8%	8	3	0.35%		110
Mecanica Codlea S.A.	BMB - XRS1	MEOY	81.1%	79%	121	7	4.35%		no
Mecon S.A.	BVB - XRS1	MECP	123%	30.2%	0	1	0.06%	8 months	ПО
Neptun-Ollimp S.A.	BVB - XRS1	NEOL	41.2%	8.8%	83	2	0.28%		по
Romradiatoare S.A.	BVB - XRS1	RRD	78.5%	7.0%	57	1	0.12%		no
Sembraz S.A.	BVB - XRS1	SEBZ	91.0%	9.0%	ದ	1	0.12%	8 months	по
Transilvania Leasing si Credit Ifn S.A. BVB - XRS1		I SLA	95.2%	4.8%	191	4	2.01%		no
Tratament Balnear Buzias S.A.	BVB - XRS1	BALN	91.9%	8.1%	22	2	0.23%	4 months	по
Turism Covasna S.A.	BVB - XRS1	TUAA	92 9%	5.1%	41	3	0.23%	1 month	по
Tusnad S.A.	BVB - XRS1	TSND	82.9%	17.1%	77	2	1.78%		по

By reference to the internal regulations of the company and the portfolio of managed assets whose values are classified on level 3 of the fair value hierarchy, in 2024, the valuation activity was performed internally and in collaboration with third parties, based on services contract for drafting valuation reports, in the context of the legislative framework and the Valuation Standards in force. Transilvania Investments contracted the services of nationally recognized entities- PricewaterhouseCoopers Management Consultants and Darian Drs, corporate members of ANEVAR and qualified providers ofspecialised valuation services that meet specific legislative requirements (independence, skills, experience, qualified staff, etc.) for the drafting of valuation reports for the purpose of estimating the fair value of certain stakes in the managed portfolio.

At 31.12.2024, Transilvania Investments holds in portfolio financial assets measured at fair value, classified on the three fair value levels, as follows:

- RON -	Level 1 Level 2		Level 3	Total
Financial assets measured at fair value through other comprehensive income	924,512,585	-	102,674,216	1,027,186,801
Shares, equity interests	924,512,585	-	17,886,269	942,398,854
Equity holdings	-	-	84,787,947	84,787,947
Financial assets measured at fair value through profit or loss	275,037,084	117,881,986	457,008,572	849,927,642
Shares	275,037,084	-	434,329,134	709,366,218
Bonds, government securities	-	117,881,986	0	117,881,986
Fund units	-	-	22,679,438	22,679,438
Total financial assets measured at fair value	1,199,549,669	117,881,986	559,682,788	1,877,114,443

i Transilvania Investments

Year-to Date evolution

Pag. 14

In terms of the structure of the Company's financial assets, at 31.12.2024 the shares/equity interests account for 88.0% of the total portfolio value. At the same date, the financial assets, classified under Level 1 in the fair value hierarchy, account for 63.9% of the total value of Transilvania Investments portfolio.

3.5 Main aspects of the portfolio evolution in 2024

❖ the total assets value increased by 5.64% (yoy);
❖ the net asset value had a similar evolution, recording a 5.65% increase.

- RON million -	Dec.-23	Quarterly evolution	Mar.-24	Quarterly evolution	Iun.-24	Quarterly evolution	Sept.-24	Quarterly evolution	Dec.-24
Total assets value	1,824.0	↗	1,941.9	↗	2,061.9	↘	1,999.6	↘	1,927.0
Net asset value	1,732.8	↗	1,850.5	↗	1,920.8	↘	1,891.5	↘	1,830.7
Number of companies in portfolio	72	↘	70	↘	67	-	67	↘	64
Financial instruments portfolio (incl. cash)	1,799.4	↗	1,918.1	↗	2,036.4	↘	1,973.5	↘	1,895.6
Financial instruments portfolio	1,739.2	↗	1,901.3	↗	1,954.3	↘	1,915.8	↘	1,877.1
Cash & equivalent	60.2	↘	16.8	↗	82.1	↘	57.7	↘	18.5

Evolution and components of Transilvania Investments portfolio

Source: Transilvania Investments, I.F.R.S. fair values, Annex no. 10 to the F.S.A. Regulation no. 7 / 2020, F.S.A. Regulation no. 9/2014

Source: Transilvania Investments, I.F.R.S. fair values, Annex no. 10 according to F.S.A. Regulation no. 7/2020, F.S.A. Regulation no. 9/2014

❖ in terms of structure, the weight of the traded operational portfolio in the total financial instrument portfolio value increased, while the weight of the unlisted operational portfolio decreased as compared to the reference period (December 2023);

Source: Transilvania Investments, I.F.R.S. fair values, Annex no. 16 according to F.S.A. Regulation no. 15/2004, F.S.A. Regulation no. 9/2014

analysis of the financial instrument portfolio variation (fair value + generated cash + attached receivables deducted from fair value) - breakdown by financial instruments
- the sub-portfolio of shares generated at the asset value level a positive net cash impact totalling RON 185.2 million;
- the sub-portfolio of equity holdings generated at the asset value level a positive net cash impact totalling RON 14.5 million;
- the sub-portfolio of fund units generated at the asset value level a positive net cash impact totalling RON 2.9 million.

The impact is calculated based on the fair values of the financial instruments in the portfolio at the reference date, the result of the transactions carried out with various financial instruments, the financial resources generated by these holdings (dividends collected, cash related to sale/acquisition operations), the attached receivables (dividends to be collected deducted from the fair value of the financial instruments).

Pag. 16

Note: The initial value (Dec 23) of the financial instrument portfolio is calculated according to IFRS fair values. The final value (Dec-24) of the financial instrument portfolio is calculated by adding to the IFRS fair values the contribution of each financial instrument [cash generated /immobilized through sale/acquisition transactions, cashed dividends, collected cash distributions, other cashed amounts (shares pending sale), attached receivables]. The amounts are expressed in RON million.

❖ analysis of the financial instrument portfolio variation (fair value + generated cash + attached receivables deducted from fair value) - breakdown by sectors
- the main sectors which recorded positive adjustments are the following: Banks (+RON 147.4 million), Energy (+RON 45.0 million), Travel and leisure (+RON 37.3 million), Financial services (+RON 15.6 million);

Source: Transilvania Investments

❖ analysis of the share sub-portfolio variation (fair value + generated cash + attached receivables deducted from fair value) - breakdown by sectors

Source: Transilvania Investments

Note: The initial value (Dec.-23) of the share sub-portfolio is calculated according to IFRS fair values. The final value (Dec.-24) of the share sub-portfolio is calculated by adding to the IFRS fair values the contribution of each sector [cash generated /immobilized through sale/acquisition transactions, collected dividends, collected cash distributions, other cashed amounts (shares pending sale), attached receivables]. The amounts are expressed in RON million.

❖ analysis of the share sub-portfolio variation (fair value + generated cash + attached receivables deducted from fair value) - top 5 positive/negative performances

Source: Transilvania Investments

❖ at the operational portfolio level, the investment structure is characterized by concentration on the Banks, Financial services, Energy and Travel and leisure sectors;

Source: Transilvania Investments / Obs.: IFRS fair values reported for Dec.-23- Dec.-24 (expressed in RON million)

Pag. 18

3.6 Portfolio management in 2024

During January-December 2024, Transilvania Investments continued to implement measures to achieve the objectives outlined in the 2020-2024 Strategy and the 2024-2028 Strategy respectively, approved by the General Meetings of Shareholders, regarding the portfolio management, i.e.:

⇨ monitoring and analysis of the portfolio companies' activity based on the financial resultsreported for the financial year 2023 and the 1st – 3rd quarters of 2024;
⇨ substantiation of the voting options in the general meetings of shareholders convened for the closure of the 2023 financial year regarding the distribution of the net profit and other items on the agenda, based on the documents provided by the portfolio companies and by reference to the Transilvania Investments' interests;
⇨ approval in general meetings of shareholders of the 2024 criteria and performance objectives for each company, depending on the specificity of the activity, the indicators provided by the Revenue and Expenditure Budget and the Investment Programmes for 2024, correlated with the Remuneration policy established for each company;
⇨ approval in the general meetings of shareholders of the 2024 Revenue and Expenditure Budget drafts, as well as the Investment Programmes for 2024 for part of the subsidiaries;
⇨ monitoring the implementation of the "Policies to ensure effective management of the company" within the companies in which Transilvania Investments is the majority shareholder;
⇨ appointment of experienced and professionally qualified and acknowledged individuals in management and supervisory positions, on the basis of clearly defined criteria, and in accordance with the internal selection procedure, including independent directors;
⇨ identification and guidance of existing company synergies operating in the same sector in order to improve operational efficiency;
⇨ continuing the process of restructuring and streamlining the portfolio managed by Transilvania Investments, based on the programme approved by the Executive Board.

At 31.12.2024, the Transilvania Investments portfolio was composed of:

shares held in 63 companies and equity interests in 1 company, of which:
- ➢ 19 companies listed on the internal regulated market (BSE)
- ➢ 21 companies listed on a multilateral trading system (AeRO)
- ➢ 24 unlisted companies
fund units held in 5 investment funds, of which:
- ➢ 3 open-end investment funds
- ➢ 2 closed-end investment funds
equity holdings: 1 holding of this type
government securities denominated in RON, issued by the Ministry of Finance within 5 issuances.

3.6.1 Portfolio evolution depending on the number of portfolio issuers

At 31 December 2024, Transilvania Investments held in portfolio shares issued by 63 companies, equity interestsissued by 1 issuer, fund units issued by 5 investment funds and equity holdingsin 1 entity. From this perspective, during the financial year 2024, the portfolio has evolved as follows:

No. of companies in portfolio (shares and equity interests) at 31.12.2023		72
Entries– total -, of which:		+ 4
Acquisitions on the capital market	4
Exits – total -, of which:		- 12
Sales on the capital market	11
Deregistration	1

Pag. 20

No. of companies in portfolio (shares and equity interests) at 31.12.2024		64

No. of investment funds in portfolio at 31.12.2023		6
Entries, exits	-1
No. of investment funds in portfolio at 31.12.2024		5

No. of equity holdings in portfolio at 31.12.2023		1
Entries, exits	0
No. of equity holdings in portfolio at 31.12.2024		1

No. of preference rights in portfolio at 31.12.2023		1
Exits	-1
No. of preference rights in portfolio at 31.12.2024		0

Total number of issuers in portfolio at 31.12.2024		70

Please find below the evolution over the last 3 years of the number of issuers in the Transilvania Investments portfolio:

In accordance with the objective of portfolio diversification and orientation towards sectors with growth potential, the measures taken during the financial year 2024 to restructure the portfolio and increase the efficiency thereof were the following:

acquisition and sale of shares, government securities and fund units, as presented under the Investment activity in 2024 chapter below;
completion of the transfer to Transilvania Investments Restructuring S.A. of the ownership right over the stakes held in Vitivinicola S.A. Basarabi, CNM Petromin Constanța and Veritas Panciu S.A.– unlisted companies, undergoing the bankruptcy procedures;
share capital increase of Nova Tourism Consortium S.A. Brașov by contribution in kind brought by the shareholder Transilvania Investments Alliance S.A., represented by the stake held by Transilvania Investments Alliance S.A. in Hoteluri Restaurante Sud S.A. and deletion from the portfolio of the stake held in Hoteluri Restaurante Sud S.A. as a result of the increase in the share capital of Nova Tourism Consortium S.A.

In the same context, we mention that the development efforts made by the companies in which Transilvania Investments Alliance holds the majority stake have also resulted in the start of some development projects, namely:

❖ In the travel and leisure sector, in order to implement the initiatives from the travel and leisure portfolio, a strategy was defined for this sector and a series of projects were initiated or accelerated, such as:
- Capitol Hotel, owned by Aro-Palace S.A., becomes Mercure Center Brasov, refurbishment works started in 2024;
- Aro-Palace S.A. signed in February 2024 the Letter of Intent to enter into a franchise agreement with Hyatt Hotel Corporation, under which Aro Palace Hotel will be included into the international portfolio of Hyatt-branded hotels, under the name Hyatt Regency Aro Palace; the franchise agreement was signed on October 28, 2024, according to the report published by the company;
- A new business model was implemented at T.H.R. Marea Neagră S.A., consisting in asset renting;
- Societatea de Tratament Balnear Buziaș sold the Cantina building and the related land in the auction held on 20.12.2024, for the amount of EUR 450,000, according to the Current Report published on the B.S.E. website on 23.12.2024;
- On 23.12.2024, the franchise agreement between Turism Felix S.A. and Accor Hotel Services Magyarorszag Kft. Budapest - Bucharest Branch was signed for the affiliation of the International Hotel - Baile Felix to the international network of the Mercure brand;
- Feper S.A. concluded on 18.12.2024 the contract for the sale of the Orizont Hotel Complex to Hotel New Montana S.R.L. ("HNM") for the amount of RON 52,258,500. According to the Current Report published on 19.12.2024, the transfer of ownership will be made after the fulfilment of the conditions precedent provided by the contract, including obtaining the opinion of the Commission for the Examination of Foreign Direct Investments and the full payment of the price.
❖ In the real estate sector, the real estate asset portfolios were efficiently exploited, and a series of projects were initiated or accelerated, such as:
- ❖ Transilvania Investments Alliance Real Estate has expanded on the Sibiu market, identifying and capitalizing on new business opportunities. Thus, the building purchased by the company at the end of last year was fully rented.
- International Trade Center(I.T.C.) from Brasov a premises and infrastructure upgrading program was implemented, which mainly targeted the first and second floors of the building.
- Mecanica Codlea S.A. efforts to refresh the former industrial platform were intensified by replacing the equipment of the existing halls and attracting new tenants for all categories of available spaces (offices, logistics, production).
- Feper S.A. the rentable area increased in 2024, from 11,385 sqm to 11,996 sqm, as a result of acquisitions of new spaces and the reduction of the area dedicated to production activity.
- Independența S.A. Sibiu the rentable area increased in 2024 compared to 2023, the company is running an extensive investment programme, the rentable area on the former industrial platform will be expanded by implementing a project to build four new halls on 10 hectares of free land. Also, the industrial activity was transformed, and the old production halls were reintegrated into the economic and social circuit of Sibiu. The modernization of the existing premises and infrastructure allow for storage and production activities (the unique equipment of the travelling crane type has been preserved).
❖ In the industry sector: on 23.12.2024, the Extraordinary General Meeting of Shareholders of Sembraz S.A. approved the sale of the company's assets for the amount of EUR 4,500,000, the signing of a contract amounting to EUR 700,000 for freeing the land from the existing constructions and obtaining the construction documentation, and withdrawal from trading of the company shares (10.04.2025 withdrawal date).

Pag. 22

In its capacity as majority shareholder, Transilvania Investments Alliance approved the investment plans for its subsidiaries, which aim to improve infrastructure, expand operational capacities and increase the efficiency of internal processes, in line with the strategic objectives set for each company and their impact on the sustainable development of the business.

The main Investment plans approved for 2025 are as follows:

Aro-Palace S.A.
- o Mercure Brasov City Center complete renovation of the Capitol Hotel in Brasov, based on the franchise agreement concluded between Accor Group and Aro-Palace S.A., a project worth a total of EUR 13.3 million, of which EUR 13.1 million in 2025;
- o Hyatt Regency Aro Palace complete renovation of the Aro Palace Hotel in Brasov, based on the franchise agreement concluded between Hyatt International LLC. and Aro-Palace S.A., a project worth a total of EUR 35.7 million, of which EUR 12.1 million in 2025;
Tourism Lotus Felix S.A. the Renovation and modernization project of the Lotus Therm Hotel, with a total value of EUR 9.1 million, of which EUR 7.3 million in 2025, with the objective of maintaining the high quality standards, specific to the 5-star classification;
Turism Covasna S.A. – carrying on of the modernization of the Covasna Hotel, investments for 2025 amounting to RON 4 million;
Tușnad S.A. carrying on of the modernization of the O3zone Hotel and the Tusnad Hotel, investments for 2025 amounting to RON 4 million;
Feper S.A. - the headquarters in Bucharest investments worth RON 6.2 million for the acquisition of premises, an integral part of the long-term strategy for optimizing flows and improving services, and buildings modernization works;
Casa Alba-Independenţa S.A. carrying on of the investment works for the Tampela hall, investments for 2025 amounting to RON 4.24 million;
Independenţa S.A. premises rehabilitation, investments for 2025 amounting to EUR 2.7 million;

During 2024, the steps to sale the stake held by Nova Tourism Consortium S.A. in Hoteluri Restaurante Sud S.A. continued, in compliance with the conditions approved by art. 3 of the Resolution of the Extraordinary General Meeting of Shareholders of Transilvania Investments Alliance S.A. dated 11.07.2024. This operation was carried out through 2 public auction sessions, held on 26.09.2024 and 08.11.2024, respectively. According to the information provided by the sole administrator of Nova Tourism Consortium S.A., no potential bidder submitted the set of documents for registration in the competitive process.

On 31.12.2024, 7 companies were in insolvency, bankruptcy or judicial reorganisation. The total nominal value of the shares held by Transilvania Investments in these companies was of RON 7,004 thousand. Out of the 7 mentioned companies:

6 companies were bankrupt under the Law no. 85/2006 and Law no. 85/2014, the total value of Transilvania Investments shareholding being of RON 4,196 thousand;
1 company was in judicial reorganisation, a procedure regulated by the Law no. 85/2014, the total nominal value of the shares held being of RON 2,807 thousand.

The fair value of these shareholdings, recorded in the accounting records of Transilvania Investments, is 0 (zero), according to the valuation rules provided for by the Fund Rules.

The list of the companies in Transilvania Investments portfolio, undergoing bankruptcy, insolvency, judicial reorganization or voluntary winding-up proceedings, is presented in Annex no. 3 to this Report.

The above-mentioned operations carried out for the restructuring, streamlining and optimizing of Transilvania Investments' portfolio structure fell within the limits provided by the Strategy for 2020-2024, and Strategy 2024-2028 respectively, and the decrease in number of portfolio companies continues to be an important goal.

3.6.2 Portfolio structure by types of financial instruments

The structure of Transilvania Investments portfolio as at 31 December 2024, based on the types of financial instruments held, is as follows:

Portfolio structure	Number of issuers	Fair value according to IFRS
		RON thousand	%
Total financial instruments at 31.12.2023	81	1,739,227	100.00
Total financial instruments at 31.12.2024, of which:	71	1,877,114	100.00
Shares listed on BSE	19	1,193,642	63.59
Shares listed on AeRO (SMT/SOT)	21	342,477	18.24
Unlisted shares and equity interests	24	115,646	6.16
Fund units	5	22,679	1.21
Equity holdings	1	84,788	4.52
Government securities	1	117,882	6.28

3.6.3 Portfolio structure by sectors

The structure of the portfolio of financial instruments by sectors, as at 31 December 2024, as compared to the structure as at 31 December 2023, is provided in the table below:

Portfolio structure	31.12.2023			31.12.2024
by sectors	Number	Fair value		Number	Fair value
	of	(thousand		of	(thousand
	issuers	RON)	%	issuers	RON)	%
Cars and spare parts	3	3,759	0.22	3	2,864	0.15
Banks	3	583,506	33.55	3	678,689	36.16
Industrial goods and services	7	19,941	1.15	6	52,848	2.82
Construction and construction
materials	5	1,514	0.09	3	578	0.03
Energy	5	162,671	9.35	5	174,971	9.32
Real estate	16	265,398	15.26	13	169,570	9.03
Health care	1	2,508	0.14	1	1,146	0.06
Food, beverages and tobacco	5	8,988	0.52	3	6,662	0.35
Discretionary products and services	1	3,518	0.20	1	2,270	0.12
Financial services*)	14	195,017	11.21	12	197,580	10.53
Technology	2	1,972	0.11	3	5,446	0.29
Telecommunication	1	2,907	0.17	1	9,567	0.51
Travel and leisure	14	397,372	22.85	14	433,941	23.12
Utilities	3	37,808	2.17	2	23,091	1.23
Government securities	1	52,348	3.01	1	117,882	6.28
TOTAL	81	1,739,227	100.00	71	1,877,114	100.00

Source: Transilvania Investments

*) including fund units, equity holdings

As shown in the table above, the fair value of the financial instrument portfolio held by Transilvania Investments at 31 December 2024 increased by RON 137,887 thousand compared to the value on 31 December 2023.

Throughout 2024, the following changes occurred in the portfolio structure, by sectors:

➢ Increase in the "Banks" sector share to 36.16%; in absolute value, the sector fair value increased by RON 95,183 thousand, due to the increase in the stock prices.

Pag. 24

➢ Increase in fair value of the "Travel and leisure" sector to 23.12%. The fair value of holdings in this sector recorded an increase of RON 36,569 thousand.
➢ Increase in the "Industrial goods and services" sectorshare. The fair value of the holdingsin thissector increased by RON 89,169 thousand, and the sector share in total portfolio value increased from 1.15% la 5.64%.

Regarding the stake held by Transilvania Investmentsin Nova Tourism Consortium S.A. (99.99% of the share capital), we would like to make the following clarifications:

➢ At the beginning of March 2025, from the Ascertaining Certificate issued by the National Trade Register Office (ONRC) on 10.03.2025, it resulted that the stake held by Nova Tourism Consortium S.A. in the share capital of Hoteluri Restaurante Sud S.A. was changed from 90.61% to 48.24%, following the resolution by the ONRC, on 07.03.2025, of a request for share capital increase of Hoteluri Restaurante Sud S.A., made based on a Resolution of the Extraordinary General Meeting of Shareholders dated 21.05.2024. Our company denounces and vehemently contests the legality of this operation, considering that Transilvania Investments has not granted a mandate in this respect to the sole administrator of Nova Tourism Consortium S.A. and will adopt, both at the level of Nova Tourism Consortium S.A. and internally, all the necessary civil and criminal measures.
➢ In view of these findings, Transilvania Investments had to promptly update the fair value of its stake held in Nova Tourism Consortium S.A. (through a valuation carried out by a third-party appraiser), which resulted in an adjustment of RON (- 56.26 million). The new value of the stake held in Nova Tourism Consortium isreflected in the portfolio value presented in thisreport, as well asin the financial statement as at 31.12.2024 and in the statement of assets and liabilities at 31.12.2024.
➢ Transilvania Investments has informed the shareholders and investors on the situation presented above, through the Current Report no. 1568/14.03.2025, published on the Bucharest Stock Exchange website on 14.03.2025.

Portfolio structure by sectors at 31.12.2024

Portfolio structure by types of financial instruments at 31.12.2024

Note: The percentages in the charts above represent the weight of the respective category in the value of the financial instrument portfolio.

3.6.4 Portfolio structure by the size of the stakes held in the share capital of the issuers/number of outstanding fund units at 31.12.2024, compared to the structure recorded at 31.12.2023, is as follows:

% held in the share	No. of issuers in the portfolio		Transilvania Investments portfolio
capital/number of fund units issued				Fair value (thousand RON)	%
	2023	2024	2023	2024	2023	2024
Up to 10.00%	35	31	981,393	1,076,299	58.18	61.18
10.01% - 33.00%	13	10	14,216	13,421	0.84	0.76
33.01% - 50.00%	9	9	35,861	36,332	2.13	2.07
Over 50.00%	23	20	655,409	633,180	38.85	35.99
TOTAL	80	70	1,686,879	1,759,232	100.00	100.00

Portfolio structure depending on the share of the stakes held, at fair value, in the share capital of issuers/number of outstanding fund units, as at 31 December 2024

Pag. 26

The fair value of Transilvania Investments portfolio is concentrated within the companies in which it holds minority stakes (particularly in the shares admitted to trading on a regulated market) and within the companies where it holds the majority stakes.

As it results from the situation above, as at 31 December 2024, Transilvania Investments is a significant shareholder (between 10% and 33%) in 10 companies, holdsstakes between 33% and 50% in 9 companies and the majority position (over 50%) in 20 companies. The list of companies in which Transilvania Investments holds the majority share package, as at 31 December 2024, is presented in Annex no. 1 to this report.

Top 10 Holdings (shares) at 31.12.2024

No.	Name	Holding	% of Total
		%	Assets
1	BANCA TRANSILVANIA S.A.	1.66%	21.31%
2	BRD - GROUPE SOCIÉTÉ GÉNÉRALE S.A.	1.81%	12.20%
3	TURISM FELIX S.A.	93.69%	7.74%
4	OMV PETROM S.A. BUCUREȘTI	0.33%	7.56%
5	TURISM, HOTELURI, RESTAURANTE MAREA NEAGRĂ S.A.	69.71%	4.85%
6	ARO-PALACE S.A.	85.74%	4.61%
7	EVERGENT INVESTMENTS S.A.	4.28%	2.97%
8	FEPER S.A.	85.80%	2.86%
9	CASA ALBĂ INDEPENDENȚA S.A.	53.35%	2.38%
10	TURISM COVASNA S.A.	92.94%	1.74%
Top 10 Holdings 68.21%
Total financial instruments portfolio 97.41%

Source: Transilvania Investments

Note: According to IFRS fair values reported for December 2024 (expressed in RON)

At 31.12.2024, the financial instruments portfolio value was RON 1,877,114,443, and the total assets under management amounted to RON 1,926,957,939.

3.6.5 Analysis of the share portfolio in terms of dividends

By analysing the Transilvania Investments portfolio holdings by sectors, in terms of dividends due and collected during the financial year 2024 from the profits achieved in the financial year 2023, the situation is as follows:

- RON thousand
Portfolio structure by sectors	Fair value 31.12.2024	Dividend amount (profit 2023)	Weight of the sector dividends in total dividends (%)
Cars and spare parts	2,864	22	0.03
Banks	678,689	44,530	62.26
Industrial goods and services	52,847	0	0
Construction and construction materials	578	0	0
Energy	174,971	13,930	19.48
Real estate	169,570	3,284	4.59
Health care	1,146	0	0
Food, beverages and tobacco	6,662	247	0.35
Discretionary products and services	2,270	0	0
Financial services*)	197,580	5,220	7.30
Technology	5,446	62	0.09
Telecommunication	9,567	139	0.19
Travel and leisure	433,941	1,800	2.52
Utilities	23,091	2,285	3.19
TOTAL	1,759,232	71,519	100.00

* including fund units, equity holdings

The main sectors with a significant weight in the income from dividends collected in 2024 from the portfolio companies are: Banks (62.26%), Energy (19.48%) and Financial services (7.30%).

3.6.6 Dividends due/collected during the period 2015-2023

The statement of the dividends due and collected by Transilvania Investments during 2015-2024 is as follows:

Financial year when the	Dividends (RON thousand)
dividends were distributed	Due	Due
2015	15,755	15,755
2016	25,612	25,602
2017	42,431	42,431
2018	64,777	64,777
2019*)	71,053	71,053
2020	39,998	39,998
2021	32,916	32,916
2022	107,806	107,806
2023	98,477	98,477
2024	71,519	71,519
Total	570,344	570,334

*) including 2019 quarterly dividends

The balance of due dividends, not collected as at 31 December 2024, is RON 73 thousand, out of which RON 62 thousand represent outstanding dividends due by companies which are under bankruptcy/insolvency procedure (dividends afferent to the financial years prior to 2008) and EUR 2,275.00 represent dividend tax to be recovered from the German Tax Authority (the tax-reclaim procedure was initiated via the depositary BRD-Groupe Societe Generale S.A. Bucharest).

All the outstanding amounts due as dividends for the previous financial years that have not been entirely collected on 31 December 2024 were recorded in the statements of claims,submitted within the insolvency procedures.

The table below presents the statement of dividends resulted from profit distributions afferent to the financial years 2022 and 2023, recorded as income in 2023 and 2024:

			Dividend income (RON thousand)
No.	Sector	in 2023		in 2024
		Collected	%	Collected	%
1.	Cars and spare parts	7	0.01	22	0.03
2.	Banks	15,093	15.33	44,530	62.26
3.	Industrial goods and services	0	0	0	0
4.	Constructions and building materials	0	0	0	0
5.	Energy	16,930	17.19	13,930	19.48
6.	Real estate	6,052	6.15	3,284	4.59
7.	Health care	0	0	0	0
8.	Food, beverages and tobacco	209	0.21	247	0.35
9.	Discretionary products and services	0	0	0	0
10.	Financial services*)	38,554	39.15	5,220	7.30
11.	Technology	26	0.03	62	0.09
12.	Telecommunication	41	0.04	139	0.19
13.	Travel and leisure	20,763	21.08	1,800	2.52
14.	Utilities	802	0.81	2,285	3.19

Pag. 28

TOTAL	107,806	100.00	71.519	100.00

In 2024, the dividend income decreased by RON 36,287 thousand compared to the previous year, mainly due to the decrease in dividends related to the Financial services (RON -33,334 thousand) and Travel and leisure (RON -18,963 thousand) sectors. On the other hand, there is a significant increase in dividends related to the Banks sector (RON +29,437 thousand).

3.6.7 Mergers, split-up or reorganizations of the Company, its subsidiaries or controlled companies during the financial year 2024

Since its establishment, the Company has not been subject to mergers, split-up or reorganizations. In 2024, the company Organe de Asamblare S.A. entered bankruptcy proceedings, based on the Decision no. 899 of 30.10.2024 of the Brașov Tribunal.

3.6.8. Engagement policy

Transilvania Investments drafted and published on its website the Engagement Policy that describes how the Company is involved within the investee companies.

According to this policy, the engagement of Transilvania Investments means:

(i) Monitoring the issuers in which the Company has invested (investee companies) on relevant matters (including strategy, financial and non-financial performance and risks, capital structure, social and environmental impact and corporate governance);
(ii) Conducting dialogues with investee companies;
(iii) Exercising voting rights and other rights attached to the shares, in order to capitalize on the rights deriving from the investment in the portfolio issuers;
(iv) Cooperating with other shareholders, communicating with relevant stakeholders of the investee companies;
(v) Managing actual and potential conflicts of interest related to the engagement of Transilvania Investments.

The main actions carried out in 2024 by Transilvania Investments, according to its engagement policy, have been as follows:

(i) Monitoring the investee companies on relevant matters

As an authorized A.I.F.M., Transilvania Investments Alliance defined its Policies and procedures regarding the portfolio management, in accordance with the applicable legal regulations. As an integral part of the investment process, Transilvania Investments Alliance, through its operational departments, carefully analyse the issuers both prior to the investment and throughout the investment, as part of the process of monitoring the portfolio companies' activity. The analysis covers, inter alia, the management quality, strategy, financial and non-financial performance, risks, capital structure, transparency toward investors, application of corporate governance principles etc.

The investment decisions consider and integrate the relevant information available, including those having an impact on sustainability factors.

In accordance with the Engagement Policy, the monitoring of the activity of the investee companies can be made based on the Revenue and Expenditure Budget, the Investment program, the performance indicators and criteria, periodical and current reports published by the issuers, Financial Auditors' Reports, the quarterly, half-year and annual financial statements, and any other relevant public information and documents relating to the investee companies.

Thus, in 2024, on a quarterly basis, based on the financial reports publicly disseminated through the Bucharest Stock Exchange, the specialized departments of Transilvania Investments analysed the evolution of the financial indicators of the issuers in the portfolio, the achievement of the revenue and expenditure

budget, the implementation of the investment program, as well as and the shareholdings positioning in the managed portfolio. Furthermore, the current reports published by issuers at the BSE were constantly monitored, in order to determine the possible financial impact on the value of shares issued by these issuers and on the current financial result.

(ii) Conducting dialogues with investee companies

Transilvania Investments Alliance considers that an effective communication with the investee companies, within the legal framework in force, is essential. The aim isto ensure value creation/long term development of the sectors with growth and development potential and of those sectors deemed as being strategic from the perspective of Transilvania Investments Alliance's Investment Policy.

In order to achieve this objective, Transilvania Investments Alliance is committed to establishing an effective communication with the investee companies. Such communication is performed in full compliance with the corporate governance principles undertaken both at Transilvania Investments Alliance's level and at each investee company's level. Transilvania Investments Alliance encourages the portfolio companies to adopt a transparent decision-making conduct, with the complete and equidistant informing of all shareholders, in compliance with the applicable laws.

Transilvania Investments Alliance actively exercises its shareholder rights by casting its vote during the general meetings of shareholders (directly or by correspondence), by submitting draft resolutions or addressing questions to the Board of Directors or Executive Board/Supervisory Board with respect to the items on the agenda of the general meetings of shareholders, as well as by carefully monitoring the information and reports disclosed by the issuers.

In addition, employees with specific responsibilities within Transilvania Investments Alliance participate in investors meetings, financial results conferences/teleconferences and other investor events organised by investee companies.

Thus, throughout 2024, the specialized departments of Transilvania Investments, through their designated staff, participated in conference calls or physical events of the issuers whose shares are listed on the regulated market, in which the quarterly/half-yearly or annual financial results and issuer development strategy for the next period were presented (ex. FP, TLV, BRD, BVB, DIGI, SNP, SNG, ONE, HAI, M etc).

Moreover, Transilvania Investments attended the Romania Investor Days Conference, organized by Wood & Company in September 2024, where the Company's representatives participated in presentations and discussions both with investee companies, as well as with other issuers which might be of investment interest, such as: BRD, TLV, WINE, SNG, BVB, M, SNP, ONE, FP, DIGI, AROBS, H2O, PE, TRP, TTS etc.

(iii) Exercising voting rights and other rights attached to the shares, in order to capitalize on the rights deriving from the investment in the portfolio issuers

As an authorized A.I.F.M., Transilvania Investments Alliance defined its Policies and procedures regarding the portfolio management, in accordance with the applicable legal regulations. The objectives of the portfolio management and voting policies, as well as the strategies, methods and measures adopted for the enforcement thereof, are established in compliance with the corporate governance principles adhered to by the listed companies and by reference to the risk profile of Transilvania Investments Alliance and in full compliance with the Risk Management Policies and Procedures adopted by the Company.

Throughout 2024, Transilvania Investments actively exercised its voting right in the general meetings of the shareholders of the portfolio companies, with the aim of defending the Company's interests and those of its shareholders within the investee companies.

Thus, based on the analyses performed by the specialised departments and approved by the Company's Executive Board, documents were issued for participation and exercise of voting rights for 83 Ordinary

Pag. 30

General Meetings of Shareholders and 32 Extraordinary General Meetings of Shareholders. At the same time, it was decided not to issue participation/voting documents for 73 Ordinary and Extraordinary General Meetings of Shareholders, as the items on the agenda did not impact the corporate interests of Transilvania Investments.

Within the General Meetings of Shareholders of the companies in which it is the majority shareholder, Transilvania Investments has approved, inter alia, the performance criteria and objectives for 2024, based on the specificity of the portfolio company's activity, the indicators set by the Revenue and Expenditure Budget and the Investment Programmes for 2024, correlated with the Remuneration policy set for each company, the revenue and expenditure budgets and investment programmes for the year 2024, the appointment of experienced and professionally recognised people for management and supervisory positions, based on clearly predefined criteria etc.

Moreover, also with regard to the portfolio companies in which it is the majority shareholder, Transilvania Investments has defined a new business strategy, with a focus on the travel and leisure sector, a sector holding an important share of the portfolio managed by the Company, which aims to develop plans to streamline the management of the companies in this sector, so that the increased interest in domestic tourism is exploited to its full potential. Considering the contribution of the partners specialised in this sector, new performance criteria have been defined for these companies, criteria that are directly implemented by Transilvania Investments at the time of substantiating and preparing the voting options for the general meetings.

As regards the companies with industrial profile, options for restructuring and making their activity more efficient are considered, by adopting policies that to create a sustainable framework for the companies' activity, either by restructuring their production activity in order to reduce its impact, or by reconfiguring their activity to ensure the most efficient use of their resources so that to ensure the best use identified in the context in which they are placed.

(iv) Cooperating with other shareholders, communicating with relevant stakeholders of the investee companies

In order to promote a better corporate governance, risk management, performance or transparency at the investee companies' level, Transilvania Investments Alliance may cooperate with other shareholders in one-off joint projects. Any collaboration/communication with the shareholders of the same issueris carried out in full compliance with applicable laws, regulations and recommendations, as well as with Transilvania Investments Alliance's internal regulations.

Communication with the relevant stakeholders of the investee companies is carried out only in the investors' interest, in compliance with the above-mentioned conditions, without breaching any legal or internal regulations. Cooperation/communication can normally take place in formal or informal meetings with other shareholders or in professional working groups, non-governmental organizations and associations etc.

(v) Managing actual and potential conflicts of interest related to the engagement of Transilvania Investments

As an authorized A.I.F.M., Transilvania Investments Alliance defined its Policies and procedures regarding the conflict of interests, in accordance with the applicable legal regulations. Through specific instruments and mechanisms, the Company seeks to actively identify any potential circumstances with a high risk of causing damages to Transilvania Investments Alliance shareholders, in order to adopt the best preventive measures.

All decisions regarding the engagement and exercising of the voting rights consider the best interest of Transilvania Investments Alliance's investors in terms of portfolio management. In all situations, the legal rules on conflicts of interest, as well asthe internal policies and procedures of the Company are considered.

In order to manage conflicts of interest in case of exercising voting rights, Transilvania Investments has issued only special powers of attorney for all issues included on the agenda of the general meetings of shareholders of portfolio companies, based on the substantiation notesissued by the Portfolio Monitoring Department.

When establishing the manner of exercising voting rights at the general meetings of shareholders of portfolio companies, Transilvania Investments considers the exclusive benefit of the Company and its shareholders, in order to prevent or manage any conflicts of interest arising from the exercise of voting rights, as detailed in the Policies and Procedures regarding the Conflict of Interests. Transilvania Investments evaluates its voting right only as a result of a consistent decision, taking into account the principles of prevention and management of conflict of interest; in this regard, any tasks that enter into a conflict of interest are appropriately separated (e.g. the person responsible for managing a portfolio company will not be part of the management or control bodies of that company); in the event that members of the Executive Board orthe head of the Portfolio Monitoring Department are part of the boards of directors of the portfolio companies, they abstain from voting when issues of the respective companies are discussed.

3.7 Investment activity in 2024

In 2024, the trading activity on capital markets was aimed at generating profit through transactions carried out on the domestic market, as well on restructuring the portfolio by increasing the share of the financial assets with high liquidity degree and attractive dividend bearing.

Given that Transilvania Investments is an alternative investment fund manager, the Company took all the necessary measures to apply the best execution principle, focusing on reducing costs and using services provided by intermediaries that have ensured minimum trading fees and have the capacity to execute trading orders. In this respect, the Company has collaborated with 7 financial investment service companies for trading shares and with 3 financial institutions for trading government bonds.

Throughout 2024, the trading activity was focused on the fields below:

Transactions with shares listed on the regulated market of the Bucharest Stock Exchange;
Transactions with shares listed on the multilateral trading system of the Bucharest Stock Exchange (SMT/AeRO);
Transactions with government bonds issued by the Ministry of Finance, denominated in RON;
Transactions with fund units issued by investment funds;
Transactions regarding equity holdings in private equity funds;

An important part among Transilvania Investments' concerns consisted in the efficient correlation between portfolio investments and speculative investments for purposes of maximizing the company profit.

The trading activity carried out during the year 2024 resulted in a total volume of RON 567,167.96 thousand, for instruments denominated in RON and RON 1,727.22 thousand, for instruments denominated in EUR.

3.7.1 Investment activity

In 2024, the Company invested in shares from sectors/subsectors represented in the portfolio managed, namely: Financial (Banca Transilvania - TLV), Energy (OMV Petrom – SNP, Romgaz - SNG, Transgaz- TGN, Hidroelectrica- H2O and Premier Energy - PE), Travel and leisure (Turism Felix S.A - TUFE), Real estate (One Properties – One), Telecommunication (Digi Communications – DIGI), Technology (AROBS Transilvania Software – AROBS), Utilities (Electrica – EL) etc. Moreover, the Company invested in equity holdings within CEECAT FUND II SCSp - a fund with exposure on companies from emergent Europe. At the same time, the

Pag. 32

Company bought-back own shares, under the buy-back programmes approved by the Extraordinary General Meetings of Shareholders of 24.04.2023 and 22.04.2024.

The investment activity carried out throughout the year 2023 resulted in a total investment volume of RON 304,615.06 thousand, for instruments denominated in RON, and EUR 1,727.22 thousand, for instruments denominated in EUR.

Investments in shares

The investment activity wasfocused on high liquidity shares,shares providing attractive dividends orshares with growth potential over the market average. The investments in shares on the domestic market, totalling RON 169,825.83 thousand, were made on the BSE's main market. In 2024, the Company did not make investments in shares on external capital markets or on the BSE' AeRO market.

Investments in bonds

During 2024, Transilvania Investments invested in government bonds issued by the Ministry of Public Finance. Thus, government bonds denominated in RON were purchased on the OTC secondary market, amounting to RON 134,789.23 thousand, with short maturities of up to one year, as well as government bonds with 2–3-year maturities.

Investments in equity holdings

For maximizing the profit and diversifying the portfolio, the Company invested in equity holdings within the private equity fund CEECAT FUND II SCSp. Thus, in 2024, equity holdings amounting to RON 1,727.22 thousand were purchased, representing payments made in the year 2024.

The CEECAT FUND II SCSp focuses on investments in emerging Europe, mainly on small and medium-sized companies. Among the companies in the fund's portfolio, we list the following:

Gomex d.o.o. Serbia's leading retail chain with 200 units;
Hermann Müller Medizintechnic GMBH world leading manufacturer of sterilization containers and dental surgery machines, with exports to over 100 countries;
Goodpack EAD the largest independent producer of thermoformed food packaging in South-Eastern Europe;
Evam Analytics Limited company that provides real-time data analytics, allowing businesses to take automated action and achieve business goals. Its platforms are mainly used in the banking and telecommunications industry, as well as in retail and transportation;
Modulo Decorative Solutions SRL, Modulo Stone SRL și Modulo SAS European leader in wall cladding solutions with stone products;
TURK Elektronik Para A.S. ("Param") and TURK Finansman A.S. ("Kredim") Turkey's largest independent provider of non-banking payment services;
EnduroSat S.a.r.l. ("EnduroSat") starting as a hardware solutions provider, EnduroSat is today a supplier to the space industry, whose main goal is to make space data universally accessible;
Telelink Business Services Group AD-Sofia ("TBS") IT solutions and services provider with presence in 14 countries.
La Cocoș the largest retail discounter in Romania that owns 4 stores, the most recent store being opened in Brașov.

Own shares buy-back

During 2024, the Company carried out buybacks of own shares, through transactions on the Bucharest Stock Exchange, under the buy-back programmes approved by the E.G.M.S. Resolution no. 1/24.04.2023 and the E.G.M.S. Resolution no. 1/22.04.2024. Thus, until 31.12.2024, the Company bought-back 45,731,979 own shares, worth RON 16,065 thousand. Detailed information on share buy-back activity is available in Chapter 5 of this Report.

Considering all the above, the financial investments made by Transilvania Investments in 2024 are as follows:

Financial investments	Investment value (RON)	% of total financial investments (RON)
Total, of which:	304,615,070.32	100.00%
Shares, total, of which:	153,759,843.43	50.48%
Acquisitions on the BSE main market, including direct financial investments	150,768,219.39	49.49%
Acquisitions on the SMT/AeRO market, including direct financial investments	0	0.00%
Acquisitions on the BSE main market, through share capital increase offer	2,991,624.04	0.98%
Acquisitions on the SMT/AeRO market, through share capital increase offer	0	0.00%
Government securities, of which:	134,789,237.35	44.25%
Acquisition of government securities in RON	134,789,237.35	44.25%
Fund units, of which:	0	0.00%
Acquisition of fund units on the domestic market	0	0.00%
Own shares	16,065,989.54	5.27%

Financial investments	Investment value	% of total financial
	(EUR)	investments (EUR)
Total, of which:	1.727.221,80	100,00%
Government securities, of which:	-	0,00%
Acquisition of government securities in EUR	-	0,00%
Equity holdings, total, of which:	1.727.221,80	100,00%
Acquisition of equity holdings in EUR	1.727.221,80	100,00%

Note. The equity holdings are amounts paid throughout the year 2024 within the CEECAT FUND II SCSp fund's capital drawdowns.

3.7.2 Divestment activity

During 2024, the divestments aimed at the acceleration of the portfolio restructuring (based on liquidity criteria), the marking of some speculative operations previously initiated and the sale of some listed high liquidity shareholdings, conditioned by market situation.

Therefore, the stakes held in Utilaj Greu S.A Murfatlar (UTGR) and Virola -Independenta S.A Sibiu (VIRO), representing historical holdings from the Company's portfolio, were fully capitalized. Moreover, the Company carried out transactions with a view to marking profit in the case of issuers BRD-Groupe Société Générale (BRD), Banca Transilvania (TLV), Romgaz S.A (SNG), OMV Petrom S.A. (SNP), Hidroelectrica (H2O), Nuclearelectrica (SNN) etc. In total, the share sales are worth RON 209,298.07 thousand, of which RON 200,489.30 thousand represent sales on the main market of the Bucharest Stock Exchange and RON 8,808.88 thousand – sales on the AeRO multilateral system.

Within the government bond portfolio, sales amounted to RON 52,614.18 thousand. Long-term maturities of 8 and 9 years were particularly targeted.

Also, throughout 2024, revenues amounting to RON 640.64 thousand were generated from sales of fund units, by redeeming the units in the intervals opened by the fund managers.

Thus, during 2024, Transilvania Investments sold shares, fund units and government bonds totalling RON 262,552.89 thousand.

Pag. 34

Financial divestments	Sales value (RON)	% of the total sales (RON)
Total, of which:	262,552,895.28	100.00%
Shares, total, of which:	209,298,070.29	79.72%
Sales on the BSE regulated market	200,489,180.30	76.36%
Sales on the SMT/AeRO market	8,808,889.99	3.36%
Government securities, of which:	52,614,181.66	20.04%
Sale of government securities in RON	52,614,181.66	20.04%
Fund units, total, of which:	640,643.33	0.24%
Sales of fund units on the domestic market	640,643.33	0.24%

3.8 Main results of the assessment of the Company's activity

According to the balance sheet as at 31 December 2024, the statement of assets, liabilities and shareholders' equity is as follows:

		- mii lei -
Indicators	31.12.2024	31.12.2023
Fixed assets - total	1,779,748	1,708,136
Current assets - total	146,754	115,503
Prepaid expenses	456	361
Liabilities - total	95,289	90,821
Provisions - total	930	932
Shareholders' equity - total	1,830,739	1,732,766

A key indicator regarding the performance of an alternative investment fund is the net asset value (NAV), value which is calculated in accordance with the provisions of the F.S.A. Regulation no. 9/2014.

The statement of the Company's assets and liabilities, respectively the report on the values of N.A.V. and N.A.V. per share, is prepared monthly, for the end of the last day of the month, in the format requested by the F.S.A. (according to Annex 10 to the F.S.A. Regulation no. 7/2020). The net asset value is calculated by the Company, certified by the depository company BRD — Groupe Societe Generale S.A. Bucharest and sent to the F.S.A. and Bucharest Stock Exchange, by the 15th of the following month, at the latest, and published on the company website.

The monthly value of the Company's net asset is determined as the difference between the total value of the assets held and the sum of the Company's liabilities and deferred income.

The net asset value as at 31 December 2024, compared to the similar period of the previous year, has performed as follows:

				-RON
Indicators		31 December 2024	31 December 2023	Evolution (%) 2024 /2023
Total assets – calculated value		1,926,957,939	1,824,000,932	+8.74%
Total liabilities - calculated value		96,218,442	91,234,823	+5.47%
Calculated net asset *)	RON	1,830,739,498	1,732,766,109	+8.91%
	RON/share	0.8622	0.8019	+10.84%

Source: Transilvania Investments Alliance

*) Calculated according to the internal procedure, compliant with the F.S.A. Regulation no. 9 / 2014, procedure that can be consulted on the company's website: www.transilvaniainvestments.ro..

General valuation elements

Statement of profit and loss and achievement of the Revenue and Expenditure Budget

The structure of the revenues generated by the company from the current activities, by categories of activities, and the achievement of the objectives provided in the budget approved for the financial year 2024 are as follows:

				- RON thousand -
Indicators	REB	Results	Differences from	Achievement
	Year 2024	Year 2024	REB 2024	degree %
Dividend income	56,800	71,519	+14,719	125.91%
Bank interest /government securities	4,000	6,765	+2,765	169.13%
interest income
Net gain on the FVTPL portfolio
measurement at fair value (including the	42,600	4,217	-38,383	9.90%
trading activity)
Other operating income	8,000	440	-7,560	5.50%
Net operating income	111,400	82,941	-28,459	74.45%
Personnel expenses	(15,000)	(16,287)	(+1,287)	108.58%
Stock Option Plan Expenses	(3,600)	(3,401)	(-199)	94.47%
Commission expenses	(2,600)	(2,879)	(+279)	110.73%
Other expenses	(9,900)	(10,553)	(+653)	106.60%
Total expenses	(31,100)	(33,100)	(+2,000)	106.43%
Profit before tax	80,300	49,841	-30,459	62.07%

According to the data provided, the net operating income achieved in the financial year 2024 is by RON 28.46 million lower than the income provided for in the revenue and expenditure budget for the entire year 2024.

The operating expenses as at 31 December 2024 totalize RON 33.10 million, being by RON 2.00 million higher than those provided for in the revenue and expenditure budget for 2024, of which:

•	Personnel expenses	=	RON 16,287 thousand, representing 49.20% of
			the total (54.95% in 2023);
•	Commission expenses, of which:	=	RON 2,879 thousand, representing 8.70% of the
			total (8.13% in 2023);
•	Trading commissions afferent to share sales	=	RON 599 thousand, representing 1.80% of the
			total (2.03% in 2023);
•	Taxes and duties	=	RON 477 thousand, representing 1.44% of the
			total (1.59% in 2023);
•	Sponsorships and patronage	=	RON 221 thousand, representing 0.66% of the
			total (1.49% in 2023);
•	Other operating expenses	=	RON 9,857 thousand, representing 29.77% of the
			total (38.45% in 2023);

During the financial year 2024, the cost/revenue ratio, i.e. the share of total expenses in the total revenues was 39.91% (10.83% in 2023).

The profit before tax as at 31 December 2024, worth RON 49.84 million, is RON 30.46 million lower than the one provided for in the revenue and expenditure budget afferent to the entire financial year.

The result per share (net profit/share) recorded in the financial year 2024 amounts to RON 0.0224, lower by RON 0.0876 lower as compared to the one achieved in the previous year.

Pag. 36

Market share (%)

This indicator is not relevant for a retail investor alternative investment fund, whose main activities are portfolio management and risk management. Transilvania Investments acts on the financial market as a portfolio investor in financial instruments, instruments which may be either listed on a market or unlisted. The investment objective of Transilvania Investments is to maximise the aggregate returns obtained by current and potential shareholders, through investments made by the Company.

Cash and cash equivalents (amounts available in bank accounts, petty cash and other values)

Cash and cash equivalents(cash flows) in balance as at 31 December 2024 are worth RON 18,507 thousand, out of which:

Cash available in RON, in bank deposits RON 16,750 thousand
Cash available in RON, in current bank accounts or petty cash RON 1,252 thousand
Cash available in EUR and USD, equivalent in RON, in current bank accounts RON 505 thousand

Assessment of the technical level of the Company

The Company has the appropriate technical equipment to fulfil its activity scope, and it permanently cares for its renewal and maintenance to ensure the best operating conditions.

Considering the specificity of the activity carried out by Transilvania Investments, as an Alternative Investment Fund Manager, the IT infrastructure is technically the most important resource of the Company. During 2024, a series of configuration and configuration updates were made to ensure the proper operation of the IT infrastructure.

Regarding the Integrated Information System available to the Company, in 2024 the operation of all the modules of the system was ensured. Also, in order to carry out in optimal conditions the current activity of the functional departments of Transilvania Investments, developments and modifications of the Integrated Information System have been designed, depending on the IT needs of the Company's departments. In addition, as a result of legislative changes, new modules have been implemented to meet the new legislative requirements.

In order to ensure compliance with the requirements of the DORA Regulation (Digital Operational Resilience Act), the Company has implemented by the deadline imposed by the regulator (January 17, 2025) the strategies, policies and procedures related to the specific regulatory framework.

In November 2024, the annual testing of the Business Continuity Plan (BCP) was carried out, which was performed under the scenario of an incident at the level of the infrastructure used at the Company's primary physical headquarters in Brasov, respectively a major drop in the electricity supply in the city of Brasov. The testing of the scenario was carried out successfully and achieved its planned objectives.

Other objectives completed during 2024 include: completion of the Centralized Access Control System (Brașov and Bucharest offices), ISO 27001:2013 recertification valid until 2025, preparation, transition planning to ISO 27001:2022, revision of the IT governance system, revision and/or completion of the set of policies and procedures.

The Company has its own website www.transilvaniainvestments.ro, where it publishes all the information it isrequired to make available to shareholders and investorsin accordance with the applicable regulations. Details regarding the information published by the Company are presented in Chapter 7.9 - Relationship with shareholders and investors. In 2024, the necessary activities were carried out for the maintenance and updating of the website's content, as well as the necessary structural changes.

Transilvania Investments uses several platforms, such as Bloomberg, Refinitiv and Capital IQ, to provide support to the Company's departmentsthat require accessto up-to-date information and recent databases in carrying out their activities. These resources allow for detailed analysis of financial markets, assessment of investment opportunities and monitoring of economic and risk factors, thus contributing to informed and strategic decision-making.

Assessment of the technical-material supply activity (local sources, import sources)

For the proper running of its activity, the Company has the adequate premises and equipment; the supply of consumables, inventory objects, energy, water, gas and other necessary material is performed through domestic companies (local sources).

The information regarding the acquisition of financial, tangible and intangible assets are presented at item 3.6.1 - Investment activity.

Assessment of the sale activity

Information on the sale/disposal of financial assets held in portfolio (disposed financial investments) is provided under item 3.7.2 - Divestment activity.

Outlook on the Company's Activity

The year 2024 was marked by uncertainty and adjustments in the Romanian capital market. Amid a tense global economic environment, both local and foreign investors faced increased volatility and risks, leading to a moderate market performance that required a cautious approach from market participants. Fiscal reforms and efforts to modernize the legislative framework brought some improvements; however, they failed to fully alleviate concerns about economic instability.

In 2024, the performance of stock market indices reflected a market environment characterized by uncertainty and volatility. The BET index experienced significant fluctuations, with periods of recovery alternating with sharp corrections, indicating that investors were influenced by external factors and domestic economic conditions. Sectoral indices showed divergent performances: the technology and consumer sectors displayed signs of recovery, while traditional industries struggled under the pressure of market instability.

On the external front, 2024 was dominated by major eventsthat had a significant impact on global markets. Geopolitical tensions in various regions, along with the restrictive monetary policies adopted by major central banks to combat inflation, created an environment of heightened uncertainty. Fluctuations in commodity prices and supply chain disruptions further amplified the negative effects on international markets, indirectly affecting capital flows and investor risk appetite. At the same time, global trends in digitalization and the transition to green economies created new opportunities, though these were tempered by the prevailing market volatility.

The government bonds in Transilvania Investments Alliance's portfolio, acquired as diversification instruments or as a hedge against stock market declines, could offer an attractive yield in the event of an economic downturn in Romania. Additionally, if inflation continues to rise, these bonds will provide protection against capital erosion. Their high liquidity ensures greater flexibility, allowing the company to generate cash reserves that can be strategically allocated based on emerging investment opportunities. At the same time, Transilvania Investments will actively manage its liquidity conditions, considering both the broader economic landscape and specific market conditions to achieve its key objectives outlined in the 2024–2028 Investment Policy Statement, the 2024–2028 Strategy, and the 2025 Budget of Revenues and Expenditures. Moving forward, the company remains committed to portfolio restructuring, maintaining its status as an investment entity that evaluates performance based on fair value, and implementing its shareholder remuneration strategy.

Looking ahead to 2025, the outlook remains moderate, requiring increased vigilance. A slight increase in trading volumes is expected; however, external factors such as geopolitical tensions, adjustments in global monetary policies, and potential new external shocks, combined with domestic uncertainties, necessitate cautious optimism. Both local and foreign investors will need to adopt defensive strategies and diversify their portfolios to mitigate potential market turbulence. At the same time, the transition toward sustainable investments and the implementation of ESG criteria will gain momentum, albeit at a moderate pace, influenced by legislative developments and the gradual adaptation of financial institutions.

Pag. 38

Foreign investor interest remains present but is tempered by realistic return expectations, reflecting a preference for prudentstrategiesin the current environment. Financial institutions will need to strengthen their governance practices and invest in cutting-edge technologies to respond swiftly and effectively to emerging challenges.

The developments in 2024, while showing signs of recovery, also highlighted the vulnerabilities and inherent risks of the Romanian capital market. In 2025, a balanced approach that combines prudence with adaptability to new economic and geopolitical conditions will be essential for strengthening investor confidence and maintaining medium-term stability.

4. TANGIBLE ASSETS

At the end of 2024, the Company owns tangible assets necessary for the performance of its activity under normal conditions, with a total accounting value (fair value) of RON 21,056 thousand, having the following structure:

		- RON thousand –
Group	Denomination	Fair value 31.12.2024
1	Constructions	13,304
2	Technological equipment, means of transportation and measuring and control devices and equipment	1,206
3	Furniture, office equipment, human value protection systems etc.	252
4	Tangible assets in progress and advance payments	1,890
5	Lands	4,404
	TOTAL	21,056

Tangible assets are recorded in the accounting books at historical cost, adjusted with the differences resulted from the carried-out revaluations, by complying with the alterative valuation rules provided in the applicable Accounting Regulations. The latest revaluation was conducted on 31 December 2022, by a third party - an authorized independent appraiser, the results of the revaluation being included in the annual financial statements prepared and provided in the report for the financial year 2022.

The main tangible assets owned by the Company are represented by constructions. The Company owns two buildings, i.e. the main headquarters in Brașov and the Bucharest building, which are located as follows:

	Address	Description
Headquarters	Braşov, str. N. Iorga nr. 2	Building: basement + ground-floor + 3
Bucharest building	Bucharest, str. M. Rosetti nr. 35	floors + attic Building: ground-floor + floor + attic

Estimated useful life of the Company's properties

Group	Denomination	Estimated useful life (years)
1	Constructions	10-50
2	Technological equipment, means of transportation and measuring and control devices and equipment, of which:	x
2.1	- technological equipment	6-10
2.2	- measuring, control and adjusting devices and equipment	3-5
2.3	- means of transportation	4-6
3	Furniture, office equipment, human value protection systems etc.	3-10

Tangible assets are subject to linear depreciation during the useful life estimated by a technical commission, considering both their utility for the Company and the provisions of the Government Decision no. 2139/2004 for the approval of the Catalogue regarding the classification and the normal period of

operation of fixed assets. There are no issues related to the right of ownership over the tangible assets owned by the Company. The Company does not have any pledged or mortgaged assets.

5. MARKET OF THE SECURITIES ISSUED BY THE COMPANY

Market on which the company's issued shares are negotiated

As of 1 November 1999, the shares issued by the Company are traded on the Bucharest Stock Exchange, on the MAIN segment, in the PREMIUM Category. On 14 March 2022, the first trading session of the Company's shares under the new symbol TRANSI (previous symbol SIF3) took place, as a result of the change in the Company name and of conducting a rebranding process. Currently, the shares issued by Transilvania Investments Alliance are not traded on other markets.

According to the legal provisions, the record of Transilvania Investments Alliance's shareholders and the shares held by them is kept, under a service agreement, by Depozitarul Central S.A., a company headquartered in Bucharest, 4-8 Nicolae Titulescu, America House Building, East Wing, 1ˢᵗ floor, Sector 1.

Description of own shares buy-back activities

The Extraordinary General Meeting of Shareholders of 24 April 2023 approved the carrying-out of two buy-back programmes of the Company's own shares, in compliance with the applicable legal provisions, under the following conditions:

(i) cumulative size of the programmes maximum 20,000,000 shares with a nominal value of RON 0.10/share, representing 0.9248% of the share capital;
(ii) acquisition price of the shares the minimum price will be equal to the market price of the Company's shares at the Bucharest Stock Exchange at the time of the acquisition and the maximum price shall be RON 0.49/share;
(iii) duration of each programme maximum 18 monthsfrom the publishing date of the EGMS resolution in the Official Gazette of Romania, Part IV;
(iv) payment of the bought-back shares from the available reserves (except for legal reserves), recorded in the last approved annual financial statements;
(v) destination of the two programmes, in the following order: I. maximum 12,000,000 shares, in order to reduce the share capital, by cancelling the bought-back shares;

II. maximum 8,000,000 shares, for free distribution to the Supervisory Board members, Executive Board members and the identified staff, within a Stock Option Plan program, in compliance with the Company's remuneration policy;

(vi) mandating the Executive Board to carry out this resolution.

Based on the afore-mentioned E.G.M.S. resolution, the Company carried out the following buy-back transactions:

8 December 2023 – 6 February 2024 – first stage of the buy-back programme having as subject the buyback of shares with the purpose of reducing the share capital by cancelling the bought-back shares acquisitions through transactions at the BSE.

Number of shares bought-back: 4,000,000 shares, representing 0.1849% of the share capital Average price: RON 0.3181 /share

Total value of the shares bought-back: RON 1,272,347.27

Intermediary: BT Capital Partners

19 February 2024 – 10 April 2024 - second stage of the buy-back programme having as subject the buyback of shares with the purpose of reducing the share capital by cancelling the bought-back shares acquisitions through transactions at the BSE.

Pag. 40

Number of shares bought-back: 8,000,000 shares, representing 0.3699% of the share capital Average price: RON 0.3216 /share Total value of the shares bought-back: RON 2,573,142.81 Intermediary: BT Capital Partners

11 April 2024 – 11 June 2024 – second buy-back programme having as subject the buy-back of shares with the purpose of being distributed within a Stock Option Plan program - acquisitions through transactions at the BSE.

Number of shares bought-back: 8,000,000 shares, representing 0.3699% of the share capital Average price: RON 0.3337 /share Total value of the shares bought-back: RON 2,669,442 Intermediary: BT Capital Partners

The Extraordinary General Meeting of Shareholders of 22 April 2024 approved the carrying-out of a buyback programme of the Company's own shares, in compliance with the applicable legal provisions, under the following conditions:

(i) size of the programme maximum 34,003,797 shares with a nominal value of RON 0.10/share, representing 1.5724% of the share capital.
(ii) share acquisition price the minimum price will be equal to the market price of the Company'sshares at the Bucharest Stock Exchange at the time of the acquisition and the maximum price shall be RON 0.50/share.
(iii) validity of the programme - maximum 18 months from the publishing date of the EGMS resolution in the Official Gazette of Romania, Part IV.
(iv) payment of bought-back shares from the available reserves (except for legal reserves), recorded in the last approved annual financial statements.
(v) purpose of the programme in the following order:
- 1) maximum 24,003,797 shares, for the purpose of reducing the share capital, by cancelling the bought-back shares;
- 2) maximum 10,000,000 shares, for free distribution to the Supervisory Board members, Executive Board members and the identified staff, within a Stock Option Plan program, in compliance with the Company's remuneration policy, and
(vi) mandating the Executive Board to carry out this resolution.

Based on the afore-mentioned E.G.M.S. resolution, the Company carried out the following buy-back transactions:

17 June 2024 – 22 November 2024 – first stage of the buy-back programme having as subject the buy-back of shares with the purpose of reducing the share capital by cancelling the bought-back shares- acquisitions through transactions at the BSE.

Number of shares bought-back: 24,003,797 shares, representing 1.11% of the share capital Average price: RON 0.3676/share Total value of the shares bought-back: RON 8,823,130.16 Intermediary: BT Capital Partners

On 26.11.2024, the Company started the second stage of the buy-back programme having as subject the buy-back of maximum of 10,000,000 shares with the purpose of being distributed within a Stock Option Plan program, through transactions at the BSE. This stage will run between 26.11.2024 and 17.03.2025. Until 31.12.2024, the Company bought-back 3,226,182 own shares, at the average price RON 0.3731, totalling RON 1,203,676, this stage being 32% completed.

After the end of the reporting period, on 13.03.2025, the second stage of the above-mentioned buy-back programme was completed, as follows:

Number of shares bought-back: 10,000,000 shares, representing 0.4624% of the share capital

Average price: RON 0.3841/share Total value of the shares bought-back: RON 3,840,651.26 Intermediary: BT Capital Partners

Detailed information on the buy-back programmes run by the company is available on the website www.transilvaniainvestments.ro, under Investor Relations/Buy-back notifications section.

Shareholding structure

According to the data provided by Depozitarul Central S.A. Bucharest, the shareholding structure of Transilvania Investments as at 31 December 2024 was the following:

Shareholders	Number of	Number of	% of
	shareholders	shares held	share capital
Individuals, total, of whom:	6,953,940	1,098,275,979	50.79
Residents	6,951,450	1,085,520,863	50.20
Non-residents	2,490	12,755,116	0.59
Legal entities, total, of which:	224	1,064,167,818	49.21
Residents	204	1,049,644,469	48.54
Non-residents	20	14,523,349	0.67
Total shareholders, of which:	6,954,164	2,162,443,797	100.00
Residents	6,951,654	2,135,165,332	98.74
Non-residents	2,510	27,278,465	1.26

Indication of the number and nominal value of the shares issued by the Company and held by subsidiaries

Considering the definitions provided in the Law no. 24/2017 on issuers of financial instruments and market operations, regarding the concept of "subsidiaries", please note that, as at 31 December 2024, Transilvania Investments held in portfolio stakes representing 50% and over 50% of the share capital of 20 companies, as described in Annex no. 1 to this Report.

As at 31 December 2024, none of these subsidiaries held shares issued by the company (it is not shareholder of Transilvania Investments).

List of the persons affiliated to the Company

The list of the Company's management staff, respectively the members of the Executive Board and of the Supervisory Board and the detailed information regarding them, are presented at item 7.1. and item 7.2. in the Corporate Governance Statement below.

The list of companies in which Transilvania Investments is the majority shareholder (subsidiaries) as at 31 December 2024 is presented in Annex no. 1 to this report.

The list of companies in which Transilvania Investments holds has a significant influence (associates) as at 31 December 2024 is presented in Annex no. 2 to this report.

Related Party Transactions

Transilvania Investments' transactions with related parties were carried out during the normal course of the Company's activity under normal market conditions and there were no significant transactionsin 2024. Detailed information regarding Transilvania Investments' transactions with related parties is presented in Note 27 to the Financial Statements prepared as of 31.12.2024, attached to this Report.

Pag. 42

RON

Information on the issuance of bonds and/or other debt instruments, presentation of the way in which the Company honours its obligations towards holders of such securities

The Company has not issued bonds and/or other debt instruments, and, therefore, on 31 December 2024, no such obligation is reflected into the annual financial statements.

6. FINANCIAL POSITION AND PERFORMANCE AS AT 31 DECEMBER 2024

In consideration of the amendments to IFRS 10, IRFS 12 and IAS 27, Transilvania Investments complies with the conditions provided for by the definition of the investment entity and, consequently, the Company does not consolidate its subsidiaries and prepares only separate financial statements in accordance with I.F.R.S. The Company has analysed the obligation to submit a corporate income tax report, in order to comply with the requirements of articles 39.2 – 39.7 of the F.S.A. Rule 39/2015 regarding the publication of corporate income tax information. As it operates only in Romania, does not consolidate its subsidiaries (as detailed above) and operates in the territory of a single Member State of the European Union and in no other tax jurisdiction, the Company has concluded that it is not obliged to publish and ensure access to a report on corporate income tax information.

Within the process of regular revaluation of the Company's status as an investment entity, Transilvania Investments has analysed whether the termsfor its classification as an investment entity are complied with also for the year 2024. Therefore, the key elements defining the company as an investment entity were reviewed (investment related services, purpose of the activity, analysis of the exit strategy and of the investment results, measurement at fair value), and also the extent to which the typical characteristics of an investment entity are complied with (it holds more than one investment, has more than one investor, non-affiliated investors – the shares issued by the company do not belong to the company's subsidiaries, it owns holdings in equity in the form of equity or similar interests). It was concluded that also for 2024, Transilvania Investments complies with the conditions of classification as an investment entity.

Indicators	31.12.2024	31.12.2023	31.12.2022
Cash and cash equivalents	18,507,269	60,202,503	47,173,996
Financial assets measured at fair value through profit or
loss	732,045,656	811,804,885	646,510,745
Government securities measured at fair value through
profit or loss	117,881,986	52,347,521	31,653,276
Financial assets measured at fair value through other
comprehensive income	1,027,186,801	875,074,595	669,338,157
Financial assets at amortised cost	7,554,912	2,955,488	6,719,070
Other assets	697,556	569,634	951,713
Income tax receivables	2,640,990	-	-
Intangible assets	77,016	124,564	82,473
Property, plant and equipment	19,203,166	20,018,840	18,029,683
Investment property	-	-	2,119,862
Right of use assets under leases	1,162,589	902,902	3,514,086
Total assets	1,926,957,939	1,824,000,932	1,426,093,062
Financial liabilities	23,044,914	15,071,538	26,908,594
Lease liabilities	1,384,287	1,009,620	3,988,871
Deferred income tax liabilities	68,600,611	57,027,539	30,129,459
Current income tax liabilities	-	15,055,236	3,650,349
Other liabilities	2,552,792	2,435,052	1,147,317
Provisions for risks and charges	635,838	635,838	2,105,540
Total liabilities	96,218,441	91,234,823	67,930,130

The statement of financial position as at 31 December 2024 is as follows:

Share capital	216,244,380	216,244,380	216,244,380
Retained earnings	232,405,905	390,300,023	206,004,942
Revaluation reserves on financial assets measured at
fair value through other comprehensive income	356,430,952	292,981,541	133,897,466
Revaluation reserve for property, plant and equipment	15,473,665	15,421,454	15,602,907
Other reserves	1,020,693,185	815,626,279	784,291,364
Own shares	(13,872,296)	(475,749)	(2,786,400)
Equity-based payments to employees and management	3,363,707	2,668,181	4,908,273
Total equity	1,830,739,498	1,732,766,109	1,358,162,932
Total liabilities and equity	1,926,957,939	1,824,000,932	1,426,093,062

The Statement of profit or loss and other comprehensive income as at 31 December 2024 is as follows:

			Lei
Indicators	31.12.2024	31.12.2023	31.12.2022
Dividend income	71,519,153	98,477,235	107,805,920
Bank interest income	2,081,031	2,684,194	1,259,682
Interest income from government securities classified as
financial assets at fair value through the profit or loss
account	4,684,343	1,913,399	638,889
Net gain/(loss) from financial assets at fair value through
profit or loss	4,216,832	153,310,939	(34,188,741)
Other operating income	439,592	25,965,457	15,824,187
Net operating income	82,940,951	282,351,224	91,339,937
Personnel expenses, total, of which:	(19,687,778)	(18,219,434)	(12,157,454)
Personnel remuneration expenses	(16,288,980)	(16,804,273)	(14,565,223)
Stock Options Plan Expenses	(3,400,572)	(1,415,161)	(1,545,798)
Income from the reversal of the provision for benefits to	1,774	-	3,953,567
employees, members of the Executive Board and the
Supervisory Board
Commission expenses	(2,878,939)	(2,489,823)	(2,257,533)
(Loss)/Reversal of loss from assets impairment	39,267	1,666,921	208,904
Operating expenses	(10,555,025)	(12,706,597)	(11,294,501)
Financing costs	(17,481)	(39,273)	(878,469)
(Loss)/Reversal of loss from provisions	-	1,207,201	(1,809,107)
Total expenses	(33,099,956)	(30,581,005)	(28,188,160)
Profit before tax	49,840,995	251,770,219	63,151,777
Income tax (expense)/benefit	(1,802,790)	(14,728,512)	569,961
Net profit of the year	48,038,205	237,041,707	63,721,738
Other comprehensive income
Items that will not subsequently be classified to profit or
loss
Net Gain (Loss) on deferred tax, on revaluation of financial
assets at fair value through other comprehensive income	94,551,479	169,769,794	(88,134,703)
Increases/(Decreases) in the tangible asset revaluation
reserve, net of deferred tax	52,211	107,940	3,623,423
Other comprehensive income of the year - total	94,603,690	169,877,735	(84,511,281)
Total comprehensive income of the year	142,641,895	406,919,442	(20,789,542)

Regarding the Statement of profit or loss and other comprehensive income, please note that, as of 1 January 2015, Transilvania Investments classified its financial investments in subsidiaries and associated entities as financial instruments held at fair value through profit or loss and available for sale, classification that is also found in the financial results of the year 2024.

Pag. 44

Cash flows

The Statement of Cash Flows as at la 31 December 2024 is as follows:

			RON
Description	31.12.2024	31.12.2023	31.12.2022
Cash flows from operating activities, total, out of which:	(3,947,658)	36,601,010	11,155,871
Proceeds from clients	326,179	192,830	750,140
Payments to suppliers and employees	(18,854,624)	(33,119,041)	(18,444,643)
Proceeds from government securities reaching maturity	19,802,250	1,291,483	-
Proceeds from the sale of holdings	257,822,753	210,586,820	169,229,944
Payments for the purchase of holdings	(300,121,126)	(228,643,356)	(226,392,487)
Profit tax paid	(26,159,381)	(5,971,887)	(16,549,026)
Collected interest	2,081,030	3,194,694	2,267,719
Dividends received (net of withholding tax)	71,519,152	98,477,235	107,805,919
Payments on contributions, taxes, duties due to the state budget	(7,881,662)	(7,410,703)	(6,204,218)
Other payments related to the Company functioning	(1,883,592)	(1,382,137)	(987,424)
Other investment-related payments (including sales brokerage fees)	(598,637)	(614,928)	(320,055)
Cash flows from investing activities-total, of which:	(468,768)	468,288	(1,947,643)
Payments for the purchase of tangible and intangible assets	-	(1,073,477)	(2,070,213)
Proceeds from the sale of tangible assets	(468,768)	1,541,765	122,570
Cash flows from financing activities-total, of which:	(32,278,808)	(24,040,791)	(9,896,719)
Dividends paid to shareholders (including dividend tax)	(20,797,819)	(19,498,891)	(963,988)
Short-term loans	-	-	(437,918)
Interest paid	-	-	(262,007)
Payments for leasing agreements	(401,210)	(1,154,423)	(924,230)
Payments for own shares redeemed	(16,079,779)	(3,387,477)	(7,308,577)
Net (decrease)/ increase of cash and cash equivalents	(41,695,234)	13,028,507	(688,491)
Cash and cash equivalents at the beginning of the financial year	60,202,503	47,173,996	47,862,487
Cash and cash equivalents at the end of the financial year	18,507,269	60,202,503	47,173,996

7. CORPORATE GOVERNANCE STATEMENT

Transilvania Investments implements the corporate governance principles provided by the Corporate Governance Code (C.G.C.) of Bucharest Stock Exchange (BSE). The Company discloses, on a regular basis, its degree of compliance with the C.G.C. principles and recommendations, within the "Apply or Explain" Statement, which is included in its annual reports.

The statement of Company's compliance with the provisions of the C.G.C. as at 31 December 2024 is presented in Annex no. 4 to this Report. This corporate governance statement is supplemented by the 2024 Report of the Supervisory Board, which is presented to the shareholders together with the 2024 Activity Report prepared by the Executive Board.

In addition, the Activity report for the year 2024 includes explanations regarding the relevant events that took place in 2024 in relation with the application of the provisions of the F.S.A. Regulation no. 2/2016 on the application of the corporate governance principles by the entities authorized, regulated and supervised

by the Financial Supervisory Authority, as further amended an supplemented and it is accompanied by the Statement regarding the application of the corporate governance principles as at 31 December 2024 (Annex no. 5), prepared in compliance with said Regulation.

7.1 Information on the Supervisory Board

According to the provisions of the Articles of Incorporation, Transilvania Investments is managed in a twotier system by an Executive Board that carries out its activity under the control of a Supervisory Board. The Supervisory Board is composed of five members, individual persons, elected, by secret vote, by the Ordinary General Meeting of Shareholders for a four-year term.

The members of the Supervisory Board perform their activity based on the management contracts approved by the General Meeting of Shareholders, the Board Organisation and Operation Regulation and the Articles of Incorporation of the Company.

In accordance with the provisions of the Companies Law, all the members of the Supervisory Board are non-executive members, as none of the members holds an executive position within the Company, the Company being managed in a two-tier system.

As at 31.12.2024, the Supervisory Board of Transilvania Investments had the following members: Mr. Patriţiu Abrudan - Chairman, Mr. Marius-Petre Nicoară – Deputy Chairman, Mr. Constantin Frățilă – member, Mr. Vasile-Cosmin Turcu – member and Mr. Horia-Cătălin Bozgan - member. The mandate of the Supervisory Board members is valid until 19.04.2025.

We mention that, between 09.02.2024 and 22.04.2024, Mr. Vasile-Cosmin Turcu and Mr. Horia - Cătălin Bozgan held the position of provisional members of the Supervisory Board, being authorized by the F.S.A. through Authorization no. 13/09.02.2024, following their appointment in this capacity by the Supervisory Board for a mandate between the date of authorization by the F.S.A. and 30.04.2024 (Current report no. 785/09.02.2024).

Subsequently, the Ordinary General Meeting of Shareholders on 22.04.2024 approved the election of Mr. Horia-Cătălin Bozgan and Mr. Vasile-Cosmin Turcu as members of the Supervisory Board of the Company, for a mandate between the date of their authorization by the Financial Supervisory Authority and 19.04.2025, the date of expiration of the current mandate of the Board (Current report no. 2678/22.04.2024).

By Authorization no. 73/11.07.2024, the Financial Supervisory Authority authorized Mr. Vasile-Cosmin Turcu and Mr. Horia-Cătălin Bozgan as members of the Supervisory Board, for a mandate valid until 19.04.2025, in accordance with the Resolution of the Ordinary General Meeting of Shareholders no. 1/22.04.2024 (Current report no. 4571/12.07.2024).

Thus, starting with the date of entry into force of the above-mentioned authorization, the composition of the Supervisory Board, until 31.12.2024, was asfollows: Mr. Patrițiu Abrudan - Chairman, Mr. Marius-Petre Nicoară – Deputy Chairman, Mr. Constantin Frățilă-member, Mr. Vasile-Cosmin Turcu-member and Mr. Horia-Cătălin Bozgan-member.

We mention that, on 27.12.2024, the resignation of Mr. Constantin Frățilă from the position of member of the Supervisory Board starting with 01.01.2025 was registered with the Company (Current report no. 9014/27.12.2024).

The Ordinary General Meeting of Shareholders on 16.12.2024 approved the election of the new Supervisory Board of the Company, consisting of 5 members, respectively Mr. Horia-Cătălin Bozgan, Mr. Marius-Petre Nicoară, Mr. Vasile-Cosmin Turcu, Mr. Patrițiu Abrudan and Mrs. Adriana Tiron-Tudor, for a 4-year mandate, between 20.04.2025 and 19.04.2029 (Current report no. 8701/16.12.2024).

Pag. 46

Any agreement, understanding or family relationship between members of the Supervisory Board and another person due to whom that person has been appointed member of the Supervisory Board - not applicable.

The information on the members of the Supervisory Board, in the structure authorised through the F.S.A. Authorisation no. 73/11.07.2024, can be found in the table below.

The CVs of the Board members are available on the Company website, at www.transilvaniainvestments.ro, in the Section About us.

Name, age, seniority	Qualification	Professional experience	Other professional commitments and obligations
Patriţiu ABRUDAN (69) Independent Chairman as of 28 February 2023 Since April 2021	Economist – Faculty of Economic Sciences within Babes-Bolyai University of Cluj-Napoca Master's Degree – Banking and Capital Markets, Faculty of Economics and Business Management, Babes Bolyai University of Cluj Napoca	Experience in banking, as regional director Experience in finance accounting, commercial and marketing	N/A
Marius-Petre NICOARĂ (66) Independent Deputy Chairman as of 28 February 2023 Since April 2021	Engineer – Faculty of Mechanics within the Technical University of Cluj-Napoca	Bank manager Financial management Marketing Public communication High official in the Romanian Senate Experience in local public administration	Member of the Board of Directors, FNGCIMM Founder and shareholder of the Compexit group of companies
Horia-Cătălin BOZGAN	Economist - Faculty of	Experience in banking and	Regional Manager of
(52) Independent Since February 2024	Domestic and International Commercial and Financial Banking Relations of the Romanian American University of Bucharest Executive MBA - Maastricht School of Management – Netherlands/ Bucharest	capital market BSE authorized accountant, BSE authorized trader	Banca Transilvania, Brașov Branch
Vasile-Cosmin TURCU (54) Independent Since February 2024	Engineer - Faculty of Chemistry and Chemical Engineering within Babeș-Bolyai University of Cluj-Napoca Certified Reliability Leader – American Association of Asset Management Professionals	Member in management boards and CEO of companies admitted to trading on the regulated market Experience in petro-chemical and pharmaceutical sectors, business partnership development, business process optimization, managerial cultural change	President of the Board of Directors, THR Marea Neagră S.A. Member of the Board of Directors, Sinteza S.A. Manager, PROMMENT SERVICES SRL, Constanța
Constantin FRĂȚILĂ (64) April 2021 – until 31 December 2024	Faculty of Mechanics within Transilvania University of Brașov	Management of companies admitted to trading on a regulated market Experience in the leasing activity	Director of Global Building Investment S.A. Director of Kronstadt Papier Technik S.A.

	Investments on capital market	Chairman of the
Supervisory Board		Association for
Member in the periods:		Constructors and
Jan. 2020 - Apr 2021		Investors of Dobrogea
Jul. 2017 - Sep. 2018		Member of the
Apr. 2013 - Aug. 2014		International Scuderia
		Ferrari Club of F1

In 2024, in order to meet the obligations on continuous professional training and development, established by the F.S.A. regulations, members of the Supervisory Board participated in the program "Continuous professional training for the year 2024", organised by Capital Market Professionals Organization (OPPC), during 31.10.2024-01.11.2024 and 20.11.2024-21.11.2024. Also, members of the Supervisory Board participated in the program "Corporate Governance that creates value", organized by Envisia in partnership with the Bucharest Stock Exchange.

In order to assess the independence of its members, the Supervisory Board has adopted the criteria provided by the Corporate Governance Code of Bucharest Stock Exchange. By reference to these criteria, the Supervisory Board includes four independent members, as listed in the table above. Please note that, in accordance with the internal regulations of the Company, each independent member of the Board must submit a statement at the time of nomination, election or re-election, and also when any change regarding their status occurs.

Duties and activities of the Supervisory Board

The duties and responsibilities of the Board members are laid down by law and the Articles of Incorporation of the Company and are detailed in the "Internal regulations"/"Policies and procedures governing the operation of Transilvania Investments Alliance S.A. as an A.I.F.M.".

The main duties of the Supervisory Board are as follows:

appoints and dismisses the President and the other members of the Executive Board, establishes the powers and duties of the members of the Executive Board, the terms and conditions of each member's mandate, including the relevant criteria for monitoring and assessing the results of the activity performed by the Executive Board and the Company, and regularly evaluates the application and fulfilment of these criteria;
continuously monitor the compliance of Supervisory Board members, Executive Board members, the compliance officer, the risk manager and the internal auditor with the assessment criteria based on which they have been authorized by the F.S.A., respectively notified to the F.S.A., throughout the exercise of these functions;
supervises and is responsible for the strategic management of the Company and the fulfilment of the established objectives;
endorses the Company's business plan and evaluates its financial position;
endorses the annual financial statements of the company after reviewing the report of the Executive Board;
oversees the application of corporate governance principles;
approves, together with the Executive Board, the risk management policy, strategy and procedures;
analyses the adequacy, effectiveness and updating of the risk management system for the effective management of the company's assets and the management of the related risks to which the company is exposed;
prepares and reviews the remuneration policy of the Company, so that it is in line with business strategy, long-term goals and interests and includes measures to prevent conflicts of interest;
approves the annual plan of the internal auditor and compliance officer;

Pag. 48

reviews the adequacy, effectiveness and updating of the internal control system so as to ensure its independence from the operational and support organisational structures within the company, which it controls and monitors;
endorses, upon the opinion of the Audit Committee, any transaction of the Company with any of the companies with which it has close relations, the value of which is equal to or higher than 5% of the net assets of the Company, according to the last financial report;
endorses the conclusion of any operation with a value higher than the equivalent in RON of EUR 5,000,000/operation, upon the Executive Board's request;
together with the Executive Board, performs a semi-annual valuation of the business continuity and emergency plans.

The Supervisory Board is supported in its activity by a Secretary, who also holds the position of Secretary of the Board committees. The Secretary is mainly in charge of facilitating the communication between the Supervisory Board and its committees, and between the Supervisory Board and the Executive Board and for summoning and organizing the Supervisory Board meetings.

In 2024, the Supervisory Board carefully analysed the position and prospects of the Company and fulfilled its assigned powers in accordance with the legislation in force, the Company's Articles of incorporation, the applicable Corporate Governance Code, the F.S.A. Regulation no. 2/2016 and the relevant internal regulations. Details regarding the activity carried out in 2024 by the Supervisory Board, the number of meetings and the participation of each member are provided in the 2024 Report of the Supervisory Board.

Participation of the Supervisory Board members to the Company's share capital

At 31 December 2024, the members of the Supervisory Board held together 10,266,197 shares issued by Transilvania Investments, representing 0.4747% of the Company's share capital, the individual shareholdings being asfollows: Mr. Patriţiu Abrudan – 3,120,571 shares(0.1443% of the share capital), Mr. Marius-Petre Nicoară – 3,119,503 shares (0.1443% of the share capital), Mr. Constantin Frățilă – 4,025,091 shares (0.1861% of the share capital), Mr. Vasile-Cosmin Turcu – 32 shares and Mr. Horia-Cătălin Bozgan – 1,000 shares.

Committees of the Supervisory Board

The Supervisory Board has set up a series of committees in charge with carrying out investigations and drafting recommendations to the Board, whose activity is carried out under the legal provisions and the Organisation and Operation Regulation of the Board. In 2024, the committees of the Supervisory Board were the following:

Audit committee

The composition of the Audit Committee as at 31 December 2024 was the following: Mr. Patriţiu Abrudan – Chairman, Mr. Horia–Cătălin Bozgan – member and Mr Vasile-Cosmin Turcu - member. This composition of the audit committee was set based upon the Resolution of the Supervisory Board of 29 July 2024.

The main duties of the Audit Committee, without limitation thereto, are as follows:

ensures the Company's relation with the financial auditor, the adequate conclusion and enforcement of the audit contract, according to the resolution of the General Meeting of Shareholders;
selects the internal auditor and reviews the quality of the reports prepared by the internal auditor with regard to the application of the legal standards and generally accepted audit standards, assuring the Supervisory Board that the reports are compliant to the audit plan approved by the Supervisory Board for each financial year;
monitors the statutory auditing of the financial statements prepared by the company in compliance with the applicable laws, as well as any reports prepared upon the request of the shareholders;

monitors the efficiency of the Company's internal control system (internal audit, compliance and risk management system);
conducts an annual assessment of the internal control system, the effectiveness and comprehensiveness of the internal audit, compliance and risk management function, the adequacy of the risk management and internal control reports;
assesses, together with the compliance officer, the conflicts of interest in relation to the transactions carried out by the Company and its subsidiaries with the related parties;
analyses the compliance of the accounting policies adopted by the Company with the applicable accounting regulations, assuring the Supervisory Board that they determine a fair and accurate presentation of the transactions carried out by the Company in accordance with its scope of business.

Risk committee

The composition of the Risk Committee as at 31 December 2024 was the following: Mr. Horia–Cătălin Bozgan- Chairman and Mr. Patriţiu Abrudan – member. This composition of the risk committee was set based upon the Resolution of the Supervisory Board of 16 December 2024.

The main duties of the Risk Committee, without limitation thereto, are as follows:

assesses, on regular basis, the risk management system, based on the quarterly reports on risk assessment, and makes proposals to improve it;
endorses and submits recommendations regarding the implementation of the main procedures, internal regulations, investment/divestment and risk management policies and strategies;
makes recommendations to the Supervisory Board regarding its responsibility to approve the Company's risk appetite and risk tolerance limits.

Nomination Committee

The composition of the Nomination Committee as at 31 December 2024 was the following: Mr. Patriţiu Abrudan - chairman, Mr. Horia–Cătălin Bozgan – member and Mr. Vasile-Cosmin Turcu -member. This composition of the Nomination Committee was set based upon the Resolution of the Supervisory Board of 29 July 2024.

The main duties of the Nomination Committee, without limitation thereto, are as follows:

preparesthe assessment and selection policy, including the criteria for the independence assessment, for the candidates to the Supervisory Board, for the appointment of provisional members of the Supervisory Board and for the appointment of members of the Executive Board, as well as of the individuals holding key positions, so as to ensure compliance with the applicable legal provisions and the Company's Articles of Incorporation, policy that is subject to the approval of the Supervisory Board;
properly implements the approved selection and assessment policy;
makes recommendations regarding the nomination of the candidates for the Supervisory Board, the provisional members of the Supervisory Board, the members of the Executive Board and of the individuals holding key-positions, in compliance with the applicable legislation;
assesses, at least annually, the independence of the Supervisory Board members;
assesses the compliance by the members of the Supervisory Board and Executive Board, the provisional members of the Supervisory Board and the individuals holding key-positions with the specific criteria provided by the capital market regulations, in view of their approval by the F.S.A. and monitors the compliance with such criteria throughout the exercise of the functions.

Remuneration Committee

The composition of the Remuneration Committee as at 31 December 2024 was the following: Mr. Marius-Petre Nicoară – Chairman and Mr. Horia–Cătălin Bozgan – member. This composition of the Remuneration Committee was set based upon the Resolution of the Supervisory Board of 28 October 2024.

The main duties of the Remuneration Committee, without limitation thereto, are as follows:

revises, reports, gives advice and prepares the decisions on remuneration, assists the Supervisory Board in fulfilling its duties and responsibilities with regard to the remuneration policy and monitors/supervises the remunerations of the members of the Executive Board;
analyses and submits proposals for the Supervisory Board regarding the total annual variable remuneration package within the company, according to the Remuneration Policy;
proposes performance objectives for granting cash remuneration or proposes objectives for granting shares under the Stock Option Plan (S.O.P.) programs;
annually assesses the performance of the Executive Board members and of the individuals holdings key functions and makes proposals to the Supervisory Board regarding their remuneration.

Details regarding the activity carried out in 2024 by the committees of the Supervisory Board, the number of meetings and the participation of each member in such meetings are provided in the 2024 Report of the Supervisory Board. Furthermore, the detailed activity of the Remuneration Committee is presented in the Annual Report of the Remuneration Committee, enclosed to the Supervisory Board Report, drawn up in accordance with the provisions of the F.S.A. Regulation No 2/2016 on the application of corporate governance principles by entities authorized, regulated and supervised by the Financial Supervisory Authority.

7.2 Information on the Executive Board

The Executive Board of Transilvania Investments ensures the actual management of the Company. In accordance with the provisions of the Articles of incorporation, the Executive Board consists of three members, who are appointed by the Supervisory Board, one of whom is appointed Executive President and two of whom are appointed Executive Vice-President.

The mandate of the Executive Board members is granted for a 4-year period that can be extended for additional 4-year periods.

The members of the Executive Board perform their activity based on mandate contracts (signed on behalf of the Company by a member of the Supervisory Board appointed for this purpose), the Organisation and Operation Regulation of the Executive Board and the Articles of Incorporation of the Company.

The members of the Executive Board must meet the requirements stipulated by the law, as well as those regarding professional competence, relevant experience, integrity, good reputation and governance, provided by the applicable F.S.A. regulations and included in the Procedure regarding the assessment of the preliminary and continuous adequacy of the members of the managementstructure and of the persons holding key functions within Transilvania Investments. The members of the Executive Board are subject to authorisation from the Financial Supervisory Authority.

Members of the Executive Board

As at 31.12.2024, the Executive Board of the Company had the following members: Mr. Marius-Adrian Moldovan-Executive President, Mrs. Stela Corpacian-Executive Vice-President and Mr. Răzvan-Legian Raț-Executive Vice-President. The mandate of the Executive Board is valid until 20.04.2028.

During 2024, a series of changes took place in the composition of the Executive Board, as follows:

Pag. 50

Supervisory Board of Mr. Mihai Buliga as a member of the Executive Board (Current report no. 241/16.01.2024). The mandate of the above-mentioned Executive Board members expired on 20.04.2024.

The Supervisory Board appointed on 15.02.2024 the new members of the Company's Executive Board, namely Mr. Mihai Buliga–Executive President, Mrs. Stela Corpacian–Executive Vice-President and Mr. Răzvan-Legian Raț–Executive Vice-President, for a 4-year mandate, starting on April 21, 2024, under the condition of authorization by the Financial Supervisory Authority, or from a later date from which the F.S.A. issues said authorization, until April 20, 2028 (Current report no. 902/15.02.2024).

By Authorization no. 50/19.04.2024, respectively Authorization no. 52/26.04.2024, the Financial Supervisory Authority authorized Mr. Răzvan-Legian Raț and Mrs. Stela Corpacian as members of the Executive Board, for a 4-year mandate, valid until 20.04.2028. By Decision no. 431/26.04.2024, F.S.A. rejected Transilvania Investments Alliance's request for authorization of Mr. Mihai Buliga as a member of the Executive Board (Current report no. 2669/22.04.2024 and Current report no. 2881/29.04.2024).

On 28.05.2024, the Supervisory Board appointed Mr Marius-Adrian Moldovan as a member of the Executive Board, holding the position of Executive President of Transilvania Investments Alliance (Current report no. 3451/28.05.2024).

By Authorization no. 88/09.08.2024, the Financial Supervisory Authority authorized the composition of the Executive Board (Mr. Marius-Adrian Moldovan-Executive President, Mrs. Stela Corpacian-Executive Vice-President and Mr. Răzvan-Legian Raț-Executive Vice-President) following the appointment by the Supervisory Board of Mr. Marius-Adrian Moldovan as a member of the Executive Board, in accordance with the Resolution of the Supervisory Board no. 1/28.05.2024 (Current report no. 5261/09.08.2024).

Any agreement, understanding or family relationship between members of the Executive Board and another person due to whom that person has been appointed member of the Executive Board - not applicable.

The information on the members of the Executive Board, in the composition authorised by the F.S.A. through Authorisation no. 88/09.08.2024, can be found in the table below.

The CVs of the members of the Board are available on the Company website, at www.transilvaniainvestments.ro, in the Section About us.

Name, age, position, seniority	Qualification	Professional experience	Other professional commitments and obligations
Marius-Adrian MOLDOVAN (44) Executive President Since August 2024 Position also held during 2020-2021.	Economist - Faculty of International and Financial Banking Relations, Romanian American University Legal advisor – Faculty of Law, Romanian American University Executive MBA – WU Executive Academy	Over 2 decades of experience in the capital market, as a fund manager, head of trading, broker, investment consultant. Extensive experience in tourism, real estate and industry, as a member of the Board of companies in these sectors.	President of the Board of Directors, Turism Felix S.A. President of the Supervisory Board, Aro Palace S.A.
Stela CORPACIAN (44) Executive Vice-President Since August 2022	Economist – Chișinău Academy of Economic Studies Executive MBA – WU Executive Academy FCCA, ACCA member CFA	Chief Financial and Operation Officer of energy, telecom and agro-industrial companies Auditor and senior manager in audit firm	President of the Board of Directors, FEPER S.A. Member of the Board of Directors, Independența S.A.

Pag. 52

	Internal auditor for integrated quality environment and information security management systems Auditor qualification certificate
Răzvan-Legian RAȚ (41)	Economist - Faculty of	Capital market and	Member/Secretary
Executive Vice-President	Economic Sciences,	management experience	General of the Board of
	Dimitrie Cantemir	acquired both through	the Bucharest Stock
Since April 2024	Christian University in	executive positions held in BRK	Exchange S.A.
	Cluj-Napoca	Financial Group and other
		companies, and as a member
		of the Board of Directors of the
		Bucharest Stock Exchange.

In 2024, in order to meet the obligations on continuous professional training and development, established by the F.S.A. regulations, the members of the Executive Board participated in the program "Continuous professional training for the year 2024", organised by Capital Market Professionals Organization (OPPC), during 31.10.2024-01.11.2024 and 20.11.2024-21.11.2024. Also, members of the Executive Board participated in the program "Corporate Governance that creates value", organized by Envisia in partnership with the Bucharest Stock Exchange.

Duties and activities of the Executive Board

The duties and responsibilities of the Executive Board members are laid down by law, the Articles of Incorporation of the Company and are detailed in the "Internal regulations"/"Policies and procedures governing the operation of Transilvania Investments Alliance S.A. as an A.I.F.M.".

The main duties of the Executive Board, but not limited thereto, are as follows:

ensures the day-to-day running of the Company's activity in order to fulfil the resolutions adopted by the General Meeting of Shareholders and/or the Supervisory Board;
is responsible for the management and proper running of the Company's activities, including for enforcing the policies and meeting the objectives;
represents the Company in relations with third parties;
establishesthe strategy and policiesfor the development of the Company, including the organisational chart, approves the work policies and procedures, the number and type of jobs and the Internal Regulation;
manages the Company's assets and is responsible to the General Meeting of Shareholders and the Supervisory Board for the management thereof;
approves the conclusion of any operations which bind the Company and whose value does not exceed the equivalent in RON of EUR 5,000,000/operation. For operations exceeding the aforementioned threshold, the endorsement of the Supervisory Board is requested;
convenes the General Meeting of Shareholders whenever necessary or upon the request of entitled persons;
reviews and approves annually the risk management policy and the measures, procedures and techniques for its application, including the risk limit system; they shall be subsequently approved by the Supervisory Board;
assesses, monitors and at least yearly revises the risk management systems;
approves and reviews on a regular basis the adequacy of the internal procedures for the adoption of investment decisions, in order to ensure that such decisions are compliant with the approved investment strategies;
is responsible for the implementation of the policies and practices on remuneration and preventing

and managing any relevant risks that remuneration policies and practices may generate;

assesses, together with the Supervisory Board, the business continuity and emergency plans on a semiannual basis;
reports to the Supervisory Board on the management of the Company, on a quarterly basis or at any time, as requested by the Supervisory Board, including financial information and, at the request of the Board, any data and information on the Company's activity.

Meetings of the Executive Board and participation of its members

During 01.01.2024- 31.12.2024, 102 meetings of the Executive Board took place, the participation of its members being as follows: Mr. Marius-Adrian Moldovan – 48 meetings (starting 09.08.2024), Mrs. Stela Corpacian - 99 meetings, Mr. Răzvan Raț – 75 meetings (starting 19.04.2024).

The main activities performed by the Executive Board in 2024, without limitation thereto, were the following:

adoption of decisions relating to the portfolio management (sale/acquisition of holdings, requests to convene/supplement the agenda of general meetings of shareholders, submission of draft resolutions in respect to the items on the agenda of the general meetings of shareholders, approval of the way of exercising the vote in the general meetings of shareholders of portfolio companies, requestsfor additional reports prepared by the financial auditors of portfolio companies, action plan for portfolio restructuring, financial analysis of the Company's subsidiaries, participation in corporate events - share capital increases);
approval of the fair values of the financial instruments in the portfolio;
convening of the ordinary and extraordinary general meetings of the Company's shareholders on 22.04.2024, 11.07.2024 and 16.12.2024, approval of the organization and conducting procedures and the materials related to the agenda;
approval of the reports, interim and annual financial statements prepared by the Company in accordance with the applicable legal regulations; approval of the Company's Sustainability Report for 2023;
review of the annual report on the activity carried out by the Compliance Officer in 2023 (including the report on the activity on the anti-money laundering, terrorist financing and the administration of international sanctions on capital market) and the investigation plan for 2024 and review of the report on the risk management activity carried out in 2023;
approval of the running of the second stage of the share buy-back programme having as object the buy-back of own shares for the reduction of the share capital, approval of the running of the second buy-back programme having as object the buy-back of own shares for being distributed under a Stock Option Plan program, in accordance with the E.G.M.S. Resolution no. 1/24.04.2023;
approval of the running of the firststage of the share buy-back programme having as object the buyback of own shares for the reduction of the share capital, and approval of the second stage having as object the buy-back of own shares for being distributed under a Stock Option Plan program, in accordance with the E.G.M.S. Resolution no. 1/22.04.2024;
approval of the update/revision of the Policies and Procedures governing the operation of Transilvania Investments Alliance as A.I.F.M., the Fund Rules, the Key Information Document (KID), the rules for the valuation of financial assets held by the company;
approval of the procedure on electronic archiving, of the procedure on changes to computer applications, revision of the Instruction on the verification of evaluation reports prepared by third parties;
annual analysis of the fulfilment of the criteria defining Transilvania Investments as an investment entity;

Pag. 54

analysis of the internal audit reports, approval of the action plans and deadlines for the implementation of the internal auditor's recommendations;
implementation of the DORA Regulation (Digital Operational Resilience Act);
analysis of the monthly and quarterly activity reports of the Company departments and adopting decisions in order to increase efficiency thereof; analysis of the achievement of key performance indicators (KPI) for the year 2023 and approving KPI performance indicators for the year 2024; approval of the organizational chart in force as at 07.10.2024;
approval of the risk reports prepared quarterly by the Risk Management Department, analysis of the portfolio prudential diversification risk diagram and of the information regarding the market and liquidity risk, prepared by the Risk Management Department, on a monthly basis; analysis of the results of stress tests/crisis simulations under normal and exceptional market conditions;
semi-annual assessment of the Business Continuity Plan/BCP of Transilvania Investments; approving the BCP revision and testing it by conducting a stress test;
preparation of quarterly reports on the Company running by the Executive Board and submitting them to the Supervisory Board, for information purposes;
submission of information, reports and answersto the Financial Supervisory Authority upon request of the latter.

Participation of the Executive Board members to the Company's share capital

At 31 December 2024, the members of the Executive Board held together 1,140,600 shares issued by the Company, representing 0.0527% of the share capital of Transilvania Investments, the individual shareholdings being as follow: Mr. Marius-Adrian Moldovan – 180,000 shares (0.0083% of the share capital), Mrs. Stela Corpacian – 960,600 shares (0.0444% of the share capital) and Mr. Răzvan-Legian Raț – 0 shares.

7.3 Diversity issues at the level of the management structure

Transilvania Investments promotes and supports diversity within the management structure regarding gender aspects and in terms of education and professional experience, age, disabilities and ensures equal opportunities and fair treatment in terms of access to a position within the management bodies. From the presentation of the management bodies (Supervisory Board and Executive Board) in Chapters 7.1. and 7.2. from this Report, it can be noticed that the management bodies are diversified in terms of gender, age, education and professional experience. We mention that when nominating candidates for the positions of members of the Supervisory Board and the Executive Board, their fulfilment of the criteria of competence and professional experience, integrity, good reputation and governance, provided by the legal regulations in force at the date of nomination, is assessed.

As at 31.12.2024, the Company's management bodies consisted of 8 members, of which 3 executive members (members of the Executive Board) and 5 non-executive members (members of the Supervisory Board). Executive members are represented by 2 men and one woman, and non-executive members are represented entirely by men. As a result, on the reference date 31.12.2024, only one female person was part of the Company's management bodies, holding the position of member of the Executive Board/Executive Vice-President.

Although the Company recognizes and promotes the importance of gender diversity within the management bodies, currently the Company has not achieved any of the objectives set out in art. 109³ para. (1) of Law no. 11/2025 amending and supplementing Law no. 24/2017 on issuers of financial instruments. Among the reasons we can identify aspects such as the low number of female candidates for management positions (Supervisory Board and Executive Board), with relevant experience in the specific Transilvania Investmentssector of activity or certain particularities of the field of activity that, traditionally, attract more male candidates than women.

The Company is committed to promoting gender diversity, among the steps taken in this regard we mention:

➢ approval by the Extraordinary General Meeting of Shareholders on 16.12.2024, at the proposal of the Company's Executive Board, of the amendment and revision of the Company's Articles of Incorporation, by including provisions regarding the promotion of diversity in all its forms within the selection and nomination process of the Supervisory Board members, including gender equity, taking into account the candidates' competences, experience and integrity;
➢ approval by the Ordinary General Meeting of Shareholders on 16.12.2024 of the election of the Supervisory Board of the Company, consisting of 5 members, including a female person. The members elected by the general meeting of shareholders will exercise their duties after obtaining the approval decision issued by the Financial Supervisory Authority.

Transilvania Investments also considers implementing a diversity and inclusion policy that ensures equal opportunities in the selection process of the members of the management bodies, in accordance with the new Corporate Governance Code of the Bucharest Stock Exchange, establishing clear and measurable objectives/criteria regarding the selection process within the management bodies, in accordance with the regulatory framework, etc.

The Company will implement active measures to monitor and evaluate the progress made in achieving the gender diversity objectives and will report annually on the results achieved in terms of gender representation within its management bodies, taking into account the deadlines and legal provisions in force.

7.4 Remuneration of the members of the Supervisory Board and Executive Board

The remuneration of the Supervisory Board and Executive Board members, as well as the other categories of identified personnel, is done in accordance with the Company's Remuneration policy approved by the Ordinary General Meeting of Shareholders. The remuneration policy was drafted in compliance with the provisions of Law no. 74/2015 on alternative investment fund managers, the ESMA Guide 232/2013 and Law no. 24/2017 on issuers of financial instruments and market operations. The remuneration policy is available on the Company website, along with the result of the shareholders' vote.

According to the company's remuneration policy, the remuneration of the members of the Supervisory Board and of the Executive Board, as well as of the other identified personnel categories, as they are defined in the remuneration policy, has a fixed component and it may also include a variable component of the remuneration and/or other benefits.

The fixed monthly remunerations of the Supervisory Board members were approved by the Ordinary Meeting of Shareholders of 22.04.2024, as follows: 3.56 company-average gross salaries for the Chairman, 2.84 company-average gross salaries for the Deputy Chairman and 2.43 company-average gross salaries for the other members of the Supervisory Board.

The limits of the fixed monthly remuneration of the Executive Board members,stipulated in the Company's Remuneration policy, approved by the Ordinary General Meeting of Shareholders of 22.04.2024, are as follows: between 3 and 6 company-average gross salaries for the President of the Executive Board and between 2.5 and 5 company-average gross salaries for the Vice-Presidents of the Executive Board. The effective level of remuneration is laid down in the mandate contracts.

Starting 2021, the Company has adopted a variable remuneration system based on qualitative and quantitative performance criteria. The variable remuneration of the members of the Executive Board and persons holding key functions (compliance officer and risk manager) is approved by the Supervisory Board and the variable remuneration of the personnel identified by the Remuneration Policy is approved by the Executive Board in accordance with the legal provisions in force. The variable remuneration of the

Pag. 56

Supervisory Board members is approved by the general meeting of shareholders, through the Remuneration Policy and the Stock Option Plan programs.

In accordance with the Remuneration Policy, the variable remuneration shall not exceed 1.2% of the average total assets value afferent to the year for which the variable remuneration is determined, value calculated and reported in accordance with the legal provisions in force.

According to the Remuneration Policy, starting with the year 2022, the variable remuneration is granted exclusively in the form of shares issued by the Company, with an initial component of 60% and a component of 40% subject to the deferral period of 3 years.

During 2024, the variable remuneration granted to the Supervisory Board members and the Executive Board members, as well as the other identified personnel categories consisted of:

1. shares issued by the Company, based on the Incentive and reward plan for the identified personnel through free share grants ("Stock Option Plan") for the year 2021 (second deferred instalment);
1. cash, based on the Remuneration policy valid for the year 2021, according to the provisions of the Incentive and reward plan for the identified personnel through free share grants ('Stock Option Plan ("Stock Option Plan") for the year 2021 (second deferred instalment);

Please note that the variable remuneration stipulated in the Remuneration policy valid on the approval date of the SOP 2021 (policy approved by O.G.M.S. Resolution no. 1/28 April 2021), comprised of 50% shares issued by the Company and 50% cash, having an initial component of 50% and a 50% component subject to the deferral period).

1. shares issued by the Company, based on the Incentive and reward plan for the identified personnel through free share grants ("Stock Option Plan") for the year 2022 (first deferred instalment);
1. shares issued by the Company, based on the Incentive and reward plan for the identified personnel through free share grants ("Stock Option Plan") for the year 2023 (initial component).

The Company published on 19 June 2024 the Information document on the allocation of free shares to the identified personnel of Transilvania Investments Alliance S.A., namely 8,000,000 shares, representing 0.3699% of the share capital, shares representing the variable remuneration related to the Stock Option Plan for the year 2023. The initial component of 60% of the shares was transferred to the Supervisory Board members, the Executive Board members and to the other identified personnel categories on 20.06.2024.

The assignment of the above shares was based on the E.G.M.S. Resolution no. 1/24.04.2023 by which shareholders approved a buy-back programme for up to 8,000,000 shares for free distribution to members of the Supervisory Board, of the Executive Board and of the identified personnel, within a Stock Option Plan program (2023).

Transilvania Investments has sent to the FSA and published on its website the statement on shares transferred into the account of the persons discharging managerial responsibilities, in accordance with the provisions of (EU) Regulation no. 596/2014 and (EU) Regulation no. 522/2016.

The information on the remunerations paid in 2024 to the members of the Supervisory Board and of the Executive Board are available in Chapter 7.5 of this Report, the Remuneration report of Transilvania Investments Alliance for the year 2024 (Annex 6 to this Report) and in the financial statements as at 31 December 2024.

7.5 Information on the total remuneration paid by Transilvania Investments in 2024 to employees, persons holding management positions and persons whose professional activities have a material impact on the risk profile of the A.I.F.M.

Indicators/gross amounts	Expenses afferent to	Amounts paid in 2024 (RON)	Amounts to be paid in 2025 or	Number of beneficiaries
	2024 (RON		deferred (RON)
1. Remuneration granted to all Transilvania Investments Alliance	16,508,455	18,117,862	1,748,066	60
personnel Fixed remuneration	15,116,318	15,116,318	-	60
Variable remuneration except for	1,392,137	3,001,544	1,748,066	38
performance fees, of which:
- Cash	296,433	296,433	294,657	24
- Other forms (shares)	1,095,704	2,705,111	1,453,409	38
Variable remuneration paid as performance fees	-	-	-
2. Remuneration granted to the identified personnel	14,102,195	15,711,602	1,748,066
A. Supervisory Board members, of which:	4,218,670	5,183,486	902,664	5
Fixed remuneration	3,529,763	3,529,763	-	5
Variable remuneration except for performance fees, of which:	688,907	1,653,726	902,664
- Cash	144,625	144,625	143,759	5
- Other forms (shares)	544,282	1,509,098	758,905	5
Variable remuneration paid as performance fees	-	-	-
B. Executive Board members, of which:	2,939,946	3,362,151	426,226	6
Fixed remuneration	2,607,147	2,607,147	-	6
Variable remuneration except for performance fees, of which:	332,799	755,004	426,226
- Cash	78,519	78,519	78,049	2
- Other forms (shares)	254,280	676,485	348,177	3
Variable remuneration paid as performance fees	-	-	-
C. Control functions (risk and compliance), of which:	900,117	950,338	38,426	2
Fixed remuneration	872,848	872,848	-	2
Variable remuneration except for performance fees, of which:	27,269	77,490	38,426
- Cash	3,632	3,632	3,611	1
- Other forms (shares)	23,637	73,858	34,815	2
Variable remuneration paid as performance fees	-	-	-
D. Identified personnel according to Transilvania Investments Alliance Remuneration Policy, of which:	6,043,462	6,215,627	380,750	28
Fixed remuneration	5,700,300	5,700,300	-	27
Variable remuneration except for performance fees, of which:	343,162	515,327	380,750
- Cash	69,657	69,657	69,238	16

Pag. 58

- Other forms (shares)	273,505	445,670	311,512	28
Variable remuneration paid as performance fees	-	-	-

During 2024, the Company paid variable remunerations in the form of shares, representing deferred instalments afferent to the years 2021 and 2022, and 60% of the variable remuneration afferent to the year 2023, as well as variable remuneration in the form of cash, representing the second deferred instalment afferent to the year 2021.

It should be noted that staff changes during 2024 (incoming staff – 8, leaving staff - 6) did not impact the level of remuneration afferent to the financial year 2024.

7.6 Situation of the litigations pending before the courts. Information regarding the involvement of the members of the Supervisory Board and Executive Board in litigations or administrative procedures

At the end of the financial year 2024, the Company was involved in a relatively small number of litigations. The Company's management considers that these litigations will not have a material adverse impact on the Company's results and financial position, as they are reflected in the annual financial statements prepared for the financial year 2024.

During the financial year 2024, the number of litigations in which the Company and former members of its management structures were involved, the vast majority of litigation being promoted by the latter during 2020, consisting of legal actions against some decisions of the Supervisory Board, was significantly reduced compared to the number of litigations registered in the previous year, many of them being subject to obsolescence.

As at 31 December 2024, four litigations between the Company and its management structures were pending before the court, as follows: one litigation having as object matter claims brought by Mr. Constantin Frățilă (claims consisting of the remuneration afferent to the capacity as Supervisory Board member, uncashed during the period his authorisation was withdrawn by the F.S.A.), one litigation having as object matter the claims brought by a former member of the Executive Board (for remunerations due upon expiry of the mandate without extension), one action for annulment and one for suspension of a Supervisory Board resolution, the last two litigations being brought by Mr. Constantin Frățilă.

The statements of litigations in which Transilvania Investments Alliance was involved throughout 2024 having as subject matters claims, annulment of the Supervisory Board resolutions or the Financial Supervisory Authority decisions is set out in the Annex no. 7 to this Report. Other existing litigations concerned the defence of the interests and other patrimonial rights of the Company.

Following the regular inspection conducted by the Financial Supervisory Authority at Transilvania Investments Alliance during 2023 and 2024 and the permanent inspection conducted in 2022, the Authority issued several sanctioning/warning decisions for some members of the Supervisory Board and the Executive Board.

As a result of the appeal against the above-mentioned decisions, according to the information available on the court portal, different solutions were pronounced, some of them being final, others in the process of being tried.

At the same time, following the afore-mentioned inspections, Transilvania Investments was sanctioned with warning, based on the F.S.A. Decision no. 1060/09.10.2023 and with fine, based on the F.S.A. Decision no. 385/18.04.2024. The Company challenged the above-mentioned decisions, currently both being settled on the merits of the case through the rejection of the actions.

7.7 General Meetings of Shareholders and Shareholders' Rights

The General Meetings of Shareholders of Transilvania Investments are convened by the Executive Board or upon the request of shareholders representing, individually or jointly, at least 5% of the share capital of the company.

The convening notice of the General Meeting issent to the B.S.E. and the F.S.A. and published in the Official Gazette of Romania, Part IV, in a national daily newspaper, in a local newspaper from Brasov, and on the company's website. The documents related to the items on the agenda of the general meetings are available to the shareholders at the company's headquarters and on its website at least 30 days prior to the date set for the general meeting. The shareholders may obtain at the headquarters of the company, upon request and against a fee, copies of such documents or they may list them from the company's website.

Within 24 hours as of the date the general meeting of shareholders is gathered, the Company sends to the B.S.E. and the F.S.A. the current report on the resolutions adopted by the General Meeting of Shareholders. The G.M.S. resolutions are published in the Official Gazette of Romania, Part IV, and on the company's website.

Shareholders rights in respect to the general meetings of the shareholders

Transilvania Investments encourages the shareholders to participate in the general meetings and endeavoursto facilitate their participation in the meetings and the full exercise of theirshareholdersrights.

The shareholders rights regarding the general meeting of shareholders are stipulated in the legal regulations, i.e. the Company Law no. 31/1990, Law no. 24/2017 and the applicable FSA regulations.

Thus, the shareholders are entitled to attend and vote in the general meetings of shareholders, and to have access to sufficient information on the issues submitted to the approval of the general meeting.

The shareholders entitled to participate and vote in the general meetings are those registered in the Shareholders Register on the reference date established in the convening notice of the general meeting; this date may not be earlier than 30 days as of the date when the general meeting is convened.

The shareholders may attend and vote in the general meetings whether directly, through representative by means of special / general power of attorney or by correspondence, including by electronic means. The voting procedure is available to the shareholders on the company's website, under the section dedicated to the general meeting of shareholders.

The convening notice of the general meeting includes detailed information regarding availability of the special power of attorney forms and correspondence ballot forms, as well as the deadline by which they must be sent / submitted to the company's headquarters.

The shareholders representing together at least 5% of the share capital have the right to (1) add items on the agenda of the general meetings, provided that each item is accompanied by a justification or by a draft resolution proposed for approval by the general meeting, and (2) to present draft resolutions for the items included or proposed to be included on the agenda of the general meetings.

Furthermore, the shareholders have the right to ask questions related to items on the agenda of the general meeting. The deadline by which shareholders may exercise their rights described above is set forth in the convening notice of the general meeting.

In 2024, five general meetings of shareholders took place, as follows:

The Extraordinary General Meeting of Shareholders of 22 April 2024 – during which the shareholders approved the carrying-out by the Company of a share buy-back programme, in accordance with the applicable legal provisions, under the following terms:

(i) size of the programme - maximum 34,003,797 shares with a nominal value of RON 0.10/share, representing 1.5724% of the share capital.

(ii) share acquisition price - the minimum price will be equal to the market price of the Company's shares at the Bucharest Stock Exchange at the time of the acquisition and the maximum price shall be RON 0.50/share.

(iii) validity of the programme - maximum 18 months from the publishing date of the EGMS resolution in the Official Gazette of Romania, Part IV.

(iv) payment of bought-back shares - from the available reserves (except for legal reserves), recorded in the last approved annual financial statements.

(v) purpose of the programme – in the following order:

1) maximum 24,003,797 shares, for the purpose of reducing the share capital, by cancelling the bought-back shares;

2) maximum 10,000,000 shares, for free distribution to the Supervisory Board members, Executive Board members and the identified staff, within a Stock Option Plan program, in compliance with the Company's remuneration policy, and

(vi) mandating the Executive Board to carry out this resolution.

The E.G.M.S. Resolution no. 1 of 22.04.2024 is available on the Company website, www.transilvaniainvestments.ro, under E.G.M.S. April 2024 section.

The Ordinary General Meeting of Shareholders of 22 April 2024 – during which the shareholders adopted the following resolutions:

approval of the annual financial statements prepared for the financial year 2023, including the remuneration report for the year 2023;
approval of the distribution by destination of the net profit for the financial year 2023 and fixing the gross dividend per share in the amount of RON 0.015/share;
approval of the monthly remuneration of the Supervisory Board members;
approval of the Strategy and Investment Policy Statement for 2024-2028;
approval of the remuneration policy of Transilvania Investments Alliance for 2024 2028;
approval of the liability discharge of the Supervisory Board members and Executive Board members for the activity carried out in the financial year 2023;
approval of the revenue and expenditure budget for the year 2024;
approval of the election of Mr. Bozgan Horia-Cătălin and Mr. Turcu Vasile-Cosmin as members of the Supervisory Board, for a mandate between the date of their authorization by the Financial Supervisory Authority and 19.04.2025.

The O.G.M.S. Resolution no. 1 of 22.04.2024 is available on the Company website, www.transilvaniainvestments.ro, under O.G.M.S. April 2024 section.

The Extraordinary General Meeting of Shareholders of 11 July 2024 – during which the shareholders approved the sale of the stake held by Nova Tourism Consortium S.A. in Hoteluri Restaurante Sud S.A. (herein referred to as "the Transaction"), according to the following terms:

a. The object of the Transaction shall comprise of the entire stake held by Nova Tourism Consortium S.A. in Hoteluri Restaurante Sud S.A, in compliance with the 'all or nothing' condition;
b. The minimum price for the sale of the stake object of the Transaction shall amount to RON 94,340,178.50, determined on the basis of an evaluation report drawn up by an independent valuator, and the transfer of ownership of the stake object of the Transaction shall take place upon the collection of the full price;

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c. The Transaction shall be carried out within a competitive process;

d. The Executive Board shall have the power and authority to issue any decision and to fulfil all the necessary, useful and/or appropriate legal acts for carrying out the resolutions to be adopted by the EGMS with respect to the Transaction.

The E.G.M.S. Resolution no. 1 of 11.07.2024 is available on the Company website, www.transilvaniainvestments.ro, under E.G.M.S. July 2024 section.

The Extraordinary General Meeting of Shareholders of 16 December 2024 - during which the shareholders approved:

the reduction in the share capital of Transilvania Investments Alliance S.A., in accordance with art. 207 para. (1) letter c) of Law 31/1990 by RON 1,200,000, from RON 216,244,379.70 to RON 215,044,379.70, due to the cancelation of 12,000,000 own shares acquired by the Company under the buy-back programme approved by the EGMS Resolution no. 1/24.04.2023 and approval/rejection for the transfer of RON 426,252.64, representing dividends related to the Company's own shares, from Dividends payable account to Other reserves - own financing sources created from profit account.
the amendment and supplementation of the Company's Articles of Incorporation.

The E.G.M.S. Resolution no. 1 of 16.12.2024 is available on the Company website, www.transilvaniainvestments.ro, under E.G.M.S. December 2024 section.

The Ordinary General Meeting of Shareholders of 16 December 2024 - during which the shareholders approved:

the election of the Company's Supervisory Board comprising 5 members, namely Mr. Bozgan Horia-Cătălin, Mr. Nicoară Marius-Petre, Mr. Turcu Vasile-Cosmin, Mr. Abrudan Patrițiu and Mrs. Tiron-Tudor Adriana, for a 4-year mandate between 20.04.2025 and 19.04.2029. The Supervisory Board members shall exercise their duties only after receiving approval from the Financial Supervisory Authority.
the monthly remuneration of the Supervisory Board members elected by the general meeting of shareholders, valid for the duration of the mandate, and the model management contract;
the appointment of Deloitte Audit S.R.L. as the financial auditor of Transilvania Investments Alliance S.A. for a 3-year mandate to audit the financial statements for the fiscal years 2025, 2026 and 2027.

The O.G.M.S. Resolution no. 1 of 16.12.2024 is available on the Company website, www.transilvaniainvestments.ro, under O.G.M.S. December 2024 section.

7.8 Shareholder Remuneration Policy of Transilvania Investments

The Company's strategy regarding the remuneration of its shareholders focuses on the implementation of a balanced remuneration policy that addresses both direct remuneration (dividend income) and indirect remuneration (capital gain facilitated by the reduction of the trading discount).

With regardsto the dividend policy promoted, Transilvania Investments aimsto increase the attractiveness of TRANSI shares, by ensuring a permanent balance between the remuneration of the company shareholders and the financial resources needed to carry out the annual investment programmes, in line with the medium to long-term investment objectives.

The dividend policy is adapted to and reflects the general and specific conditions of the environment in which the Company operates, namely the macroeconomic context (regional, national), the state and evolution of the capital market (trend, liquidity), the financial performances of the issuers in the managed portfolio and implicitly the policy of these issuers regarding the remuneration of their shareholders.

The distribution of the Company profit is submitted annually to the General Meeting of Shareholders for approval. The Company's proposal for profit distribution/dividend distribution is presented to the shareholders by the Company's Executive Board.

In the event that, in full accordance with the general macroeconomic and investment context, the Company identifies investment opportunities that could lead to an increase in the net asset value and in the market price of TRANSI shares, the Company may consider proposing to allocate the entire profit to legal reserves and/or other own financing sources, based on the resolution of the general meeting of shareholders. The groundsfor this decision will be set out in the annual proposal for the profit distribution.

For the period 2024-2028, in close correlation with the level of existing liquidity, the stage of the restructuring process of the managed portfolio and the requirements for securing the necessary resources to carry out the investment programmes, the Company is considering a mix of complementary instruments to remunerate the capital invested in TRANSI shares, namely:

➢ The distribution of cash dividends carrying an attractive return by reference to the average trading price recorded in the financial year for which the dividend is calculated;
➢ The carrying out of share buy-back programmes, followed by the cancellation of shares and reduction of the Company's share capital, subject to the approval of the Company's shareholders.

The shareholders remuneration in 2024 considers the implementation of both components of the abovementioned mix of instruments, namely distribution of dividends and running of a share buy-back programme for the purpose of reducing the share capital.

Also, through the new Strategy for the period 2024-2028, approved by the Ordinary General Meeting of Shareholders on 22.04.2024, strategy which entered into force on 30.04.2024, the Company seeks an annual increase in the net asset value pershare by at least 6% (increase calculated before the distribution of dividends and/or other forms of shareholder remuneration) and the annual reduction of the trading discount by at least 7%.

In terms of dividend distribution, the Ordinary General Meeting of Shareholders of 22.04.2024 approved the distribution of a gross dividend of RON 0.015/share which ensures a 5.15% yield by reference to the average trading price of TRANSI shares on the BVB-REGS market during 2023.

The payment of dividends distributed from the profit of the year 2023 started on 22.07.2024. The shareholders entitled to collect these dividends are the shareholdersregistered in the Shareholder register on 01.07.2024, set as the registration date. The payment of dividends afferent to the financial year 2023 is subject to the general provisions on limitation, being time-barred within 3 three years from the date of the commencement of payment. The last day of the payment of dividends for the financial year 2023 is 21.07.2027. The Company informed the shareholders on the terms and payment methods of the dividends through the Communique regarding the payment of dividends for the financial year 2023, available on the Company's website www.transilvaniainvestments.ro, under the News and Investor Relations sections. This information is also available on the Depozitarul Central website www.roclear.ro.

On 31.12.2024 in addition to the dividends for the financial year 2023, the dividends for the financial year 2022 were available for payment by Depozitarul Central and Banca Transilvania. The payment of dividends afferent to the financial year 2022 is also subject to the general provisions on limitation, being time-barred within 3 three years from the date of the commencement of payment. Therefore, the last day of the payment of dividends for the financial year 2022 is 22.06.2026.

In terms of share buy-back programmes, as previously mentioned, during December 2023-April 2024 the Company bought-back 12 million own shares, representing 0.5549% of the share capital for the purpose of reducing the share capital, in accordance with the EGMS Resolution no. 1/24.04.2023.

Moreover, during June-November 2024, the Company bought-back 24,003,797 shares, representing 1.11% of the share capital, with the purpose of reducing the share capital by cancelling the bought-back shares, in accordance with the EGMS Resolution no. 1/22.04.2024.

By carrying out buy-back programmes for the purpose of reducing the share capital, the Company aims to increase the TRANSIsharesliquidity, with the final goal of generating value for TRANSIshareholders. At the same time, the running of buy-back programmes complies with the objectives of the Company's strategy

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in terms of maximizing the returns achieved by the shareholders and reducing the trading discount between the market price and the unitary net asset value.

7.9 Relation with shareholders and investors

In order to facilitate the relation with the shareholders and investors, Transilvania Investments publishes on its website www.transilvaniainvestments.ro, under section "Investor Relations", the most important information, both in Romanian and English, such as: the financial communication calendar, current and periodical reports, financial statements, information on dividends, information on the transactions carried out by the persons discharging managerial responsibilities, as well as by the persons in close connection with the latter, reports regarding the net asset value and net asset value per share etc.

Furthermore, in the above-mentioned section, the Company publishes a monthly newsletter which contains news on the company's activity, the structure of the managed portfolio, the performance of TRANSI shares etc. The interested persons can subscribe to it directly from the Company's website.

In addition, the Company publishes on its website, under the section "About us", information/documents of interest such as: the Articles of Incorporation, the internal regulations, resumes of the members of the Supervisory Board and Executive Board, shareholding structure, shareholder remuneration policy, remuneration policy for management structures, social responsibility policy, forecast policy, communication policy etc.

On 10.05.2024, Transilvania Investments published the Key Information Document (KID), updated as at 30.04.2024 based on the audited financialstatementsfor the year 2023, approved by the Ordinary General Meeting of Shareholders of 22.04.2024. The document provides information on the fund's past performance and performance scenarios, the latter being updated monthly. The document can be found at www.transilvaniainvestments.ro, under the Corporate Governance section.

The Company published the Fund Rules updated as at 31.05.2024, the main updates consisting in the revision of the references to the investment objectives defined in the 2024-2028 Strategy and the 2024- 2028 Investment Policy Statement approved by the shareholders on 22.04.2024, the updating of the links included in the revised document considering the revision and publication ofsome documents and updates in correspondence with the revised form of the Key Information Document (KID). A new version of the Fund Rules, updated in terms of the valuation rules provided for in Subchapter 3.10 item 1.4 and Subchapter 3.10 item 7, was published on 03.09.2024. The document is available on the Company website www.transilvaniainvestments.ro, in the Corporate Governance section (Current report no. 5825/03.09.2024).

Throughout 2024, the Company fulfilled its obligations regarding transparency, information and reporting, provided by the legal regulations and the Corporate Governance Code of BSE, both as an issuer traded on BSE and as an Alternative Investment Fund Manager (A.F.I.M.). and Retail Investor Alternative Investment Fund (F.I.A.I.R.). Thus, during the period under review, current reports, press releases and periodic reports were drawn up and made available to shareholders and investors through publication on the BSE and FSA websites and on the Company's website. The reports and press releases have been disseminated both in Romanian and English.

Transilvania Investments makes all the efforts to ensure that the shareholders' rights, as they are granted by the applicable laws, are observed, and it offers an equal and non-discriminatory treatment to all its shareholders. As concerns the shareholders' rights regarding the general meetings, during the period under review, the Company has made available to the shareholders on its website, in sections dedicated to such corporate events, both in Romanian and English language, all the documents necessary for the shareholders to be informed and able to exercise their right to vote in the General Meetings of Shareholders of 22.04.2024, 11.07.2024 and 16.12.2024, namely: notice to attend in the general meetings,

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draft resolutions of the general meetings, materials pertaining to the agenda, voting procedures, special power of attorney forms, correspondence ballot forms, situation of the voting rights, resolutions of the General Meeting of Shareholders, including the detailed result of the vote. The shareholders had been able to exercise their right to participate and vote in the general meetings in person, by representative, by correspondence and by electronic means.

The Company continued in 2024 the implementation of best practices in investor communication, in accordance with the criteria established by the Romanian Association for Investor Relations (A.R.I.R.).

Thus, on 18.11.2024, Transilvania Investments published, on a voluntary and anticipated basis, its first Sustainability Report for 2023, prepared in accordance with the European Sustainability Reporting Standards (ESRS) and the new European Corporate Sustainability Reporting Directive (CSRD). The anticipated integration of the requirements of the new CSRD directive and the ESRS standards reinforces Transilvania Investments' commitment to a transparent and accountable reporting, highlighting the Company's efforts to incorporate sustainability at the heart of corporate strategy and communication. The Sustainability Report for 2023 can be consulted on the website www.transilvaniainvestments.ro, in Investor Relations/Reports/Non-Financial Reporting section.

Moreover, the Company organized on 26.04.2024, 21.05.2024, 21.08.2024 and 21.11.2024, conference calls for investors and analysts, for the presentation of the financial results recorded in the financial year 2023, Q1 2024, H1 2024 and Q3 2024. The materials presented to investors and the audio recordings are available on the Company's website www.transilvaniainvestments.ro, in the Investor Presentationssection.

Transilvania Investments has also organized on 25.09.2024 the third edition of the Investor Day. The event was an excellent opportunity for the participants to learn news about the company's investment and development strategy, directly from the members of the Executive Board. The meeting was also a good opportunity to socialize with partnersfrom the financialsector. The topics presented during the event were made available to all interested parties on the company's website www.transilvaniainvestments.ro, in the Investor Presentations section.

The actions taken by the Company in 2024 resulted in the highest possible Vektor score (investor communication indicator for listed companies) awarded by the Romanian Association for Investor Relations (10/10), a result that places us in the group of 21 issuers listed on the Main Market that obtained the highest score. This performance underlines Transilvania Investments' commitment to excellence in investor communication and the adoption of best practices in the field. More details are available here: https://transilvaniainvestments.ro/en/transilvania-investments-has-achieved-the-highest-possiblevektor-score-by-arir/

Communication with shareholders and investors is carried out through a specialized structure – the Corporate Governance Department - that provide shareholders and investors with the information necessary for them to exercise their position as shareholder.

The Representatives of the Corporate Governance Department can be contacted as follows:

by phone: 0268 401141 and 0800 800 112 (free telephone line, available on business days, 9⁰⁰ -11⁰⁰);
by e-mail: [email protected], [email protected];
by the contact form available on the Company website, www.transilvaniainvestments.ro.

7.10 Application of corporate governance principles according to F.S.A. Regulation no. 2/2016

The relevant events recorded throughout 2024 in relation with the application of the provisions of the F.S.A. Regulation no. 2/2016 on the application of the corporate governance principles by the entities authorized, regulated and supervised by the Financial Supervisory Authority are available as follows:

• Duties of the Supervisory Board: references in chapter 7.1 - Information on the Supervisory Board, Report of the Supervisory Board for 2024;

Duties of the Executive Board and of the individuals holding key functions: references in chapter 7.2 Information on the Executive Board of the company, chapter 7.11 - Principles and rules regarding the internal control system, internal audit and risk management;
Conflicts of Interest and their management: chapter 7.11 Principles and rules regarding the internal control system, internal audit and risk management;
Risk management and the risk management function: references in chapter 7.11 Principles and rules regarding the internal control system, internal audit and risk management and chapter 7.12 - Evaluation of the company's risk management activity;
Transparency provisions the information referred to in art. 48¹ of the Regulation can be found on the website www.transilvaniainvestments.ro, under the sections About us/Management, Investor relations/Reports (current and regular reporting) and Corporate governance.

7.11 Principles and Rules regarding the internal control system

Transilvania Investments has implemented an adequate control system which is independent of the operational organizational structures and whose main task is to pro-actively exercise control in order to prevent the occurrence of legal and internal non-compliance situations, both in terms of the Company and its staff.

The control system consists of the internal audit, the risk management function and the compliance function.

The control system covers all the Company's departments and operations and has the following main characteristics:

the heads of the departments are responsible at the level of each organizational structure for ensuring compliance, prudential limits of all operations carried out within the departments they coordinate, and for identifying and reporting operational risks to the risk management function;
the analysis, evaluation, monitoring and management of risks, the formulation of resolution proposals and the establishment of control measures are carried out by the risk management function and the compliance function;
the management of the internal control process is also ensured by the compliance function that providessupport to the operational structuresin the exercise of responsibilities. The results of the internal control process are reported to the Supervisory Board and notified to the Executive Board;
the assessment of the effectiveness of the control system is carried out by the internal audit;
the internal control system and its effectiveness are monitored and evaluated at the level of the Audit Committee, through periodic reports that are presented to the Supervisory Board.

The Compliance Department is hierarchically and functionally independent of the other organizational structures of the Company and is subordinated to the Supervisory Board.

Within the Compliance Department, the Compliance Officer operates, who is subject to authorization by the Financial Supervisory Authority (F.S.A.) and registered in the F.S.A. public register. The Compliance Officer ensures the compliance verification function, which is established and maintained at the Company level on a permanent and effective basis.

At Transilvania Investments Alliance, by management decision, the Compliance Officer also has responsibilities regarding the Company's obligations in applying legislation for the prevention and combating of money laundering, the financing of terrorism through the capital market (ML/TF), and the implementation of international sanctions (IS).

The objective of the Compliance Department is to monitor and control Transilvania Investments and its employees' compliance with legal provisions and the company's internal procedures, aiming to prevent instances of legal and internal non-compliance.

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In 2024, the key function of Compliance Officer was exercised by Mrs. Mihaela-Corina Stoica, based on F.S.A. Authorization No. 238/25.11.2021. Starting from 17.12.2021, Mrs. Mihaela-Corina Stoica also holds the position of Compliance Officer for ML/TF/IS.

In 2024, the Compliance Officer carried out activities related to ensuring compliance with legal provisions, as well as the Policies and Procedures governing the operation of Transilvania Investments Alliance S.A. as an A.I.F.M. The Compliance Officer also monitored the achievement of the objectives outlined in the 2024 Investigation Plan, approved by the Supervisory Board. Additionally, the following compliance aspects were verified: alignment of the company's activities with national and EU legislation, as well as internal regulations; adherence to reporting deadlines related to the company's operations; implementation of mechanismsfor preventing and managing conflicts of interest; approval of company reports and marketing and communication materials, ensuring compliance with transparency requirements; management of authorization processes in relation to the Financial Supervisory Authority (F.S.A.), including changes in the company's organizational structure and operations; monitoring the organization and execution of General Shareholders' Meetings and other corporate events; compliance with internal procedures and legal requirements concerning anti-money laundering (AML), counter-terrorist financing (CTF), and the enforcement of international sanctions in the capital market.

As a result, the compliance control carried out by the Compliance Officer was conducted based on the Investigation Plan approved by the Supervisory Board, taking into account the management of compliance risk, primarily for the following categories of activities:

Monitoring and periodic evaluation of the Company's policies and procedures, as well as the measures implemented to address any instances of non-compliance with the Company's obligations;
Exercising due diligence to prevent and proposing measures to remediate any instances of noncompliance with applicable laws, capital market regulations, or the Company's internal procedures;
Providing consultancy and assistance to relevant personnel responsible for carrying out activities in compliance with the requirements imposed on the Company, in accordance with applicable regulations;
Ensuring that the Company and its employees are informed about the legal framework applicable to the capital market, as well as the prevention of money laundering and terrorist financing;
Approving all documents submitted by the Company to the F.S.A. for obtaining the authorizations required by F.S.A. regulations, as well asreviewing and approving all reportsthat the Company submits to the F.S.A. and capital market entities, in accordance with applicable regulations;
Analysing and approving all informational and promotional materials of the Company;
Maintaining direct communication with the F.S.A., with access to any correspondence between the Supervisory Board and the Executive Board addressed to the F.S.A.;
Regularly monitoring and verifying the application of legal provisions relevant to the Company's activities, as well as internal rules and procedures, while maintaining records of identified irregularities;
Verifying the proper segregation of assets across the entities under management;
Verifying the efficiency of the IT system and internal procedures;
Acting to prevent conflicts of interest, and in the event of their occurrence, monitoring their management. If non-compliance or violations of legal provisions arise, immediately informing the Supervisory Board and the Executive Board;
Ensuring the implementation of measures within the Company to prevent fraudulent practices and market abuse, including monitoring personal transactions involving the Company's issued shares and/or other financial instruments that the Company intends to trade or has traded;
Verifying compliance with legal provisions on the prevention of money laundering and terrorist financing, while maintaining communication with ONPCSB (National Office for Prevention and Combating of Money Laundering) and F.S.A.;

verifying compliance with the regulatory framework regarding international sanctions in the capital market within Transilvania Investments;
Preparing and submitting reports to ONPCSB;
Managing training programs related to AML (Anti Money Laundering), CTF (Terrorist Financing Prevention), and International Sanctions (IS);
Ensuring compliance with the protection of all shareholders' interests and rights, as well as monitoring the resolution of complaints and petitions submitted by them, in accordance with legal provisions;
Verifying the Company's compliance with corporate governance rules established by legal provisions and/or committed to under agreements, codes to which the Company has adhered, and its own corporate governance regulations;
Providing compliance approvals regarding the investment decision-making process and the appointment of members as administrators in portfolio companies;
Preparing and submitting Compliance Function Reports to the F.S.A.;
Participating in the implementation of projects and any other activities within the Company, as decided by the Company's Management.

Additionally, the Compliance Officer provided the necessary support for the ongoing supervisory audits conducted by the Financial Supervisory Authority (F.S.A.) within Transilvania Investments Alliance in 2024 and ensured the monitoring of the implementation of measures and recommendations issued by the F.S.A., as well as those issued by the internal auditor, KPMG Audit S.R.L.

In April 2024, both the Company and a group of its shareholders were sanctioned by the Financial Supervisory Authority (F.S.A.), with the sanctions being published by the Authority on the Bucharest Stock Exchange (B.V.B.) website on April 19, 2024. On the same day, the F.S.A. Decision No. 396/19.04.2024 was also published on the B.V.B. website, announcing the suspension of TRANSI shares from trading during the period April 22, 2024 – April 23, 2024. This decision was made because, as of April 19, 2024, the Company's Executive Board was composed of only one member authorized by the F.S.A. On April 22, 2024, the Company submitted a notification to B.V.B., addressed to shareholders and investors, regarding the Supervisory Board's decisions adopted to ensure the continued smooth operation of the Company until all newly appointed Executive Board members received F.S.A. authorization. The actions undertaken at the Company level were carried out in accordance with the Business Continuity Plan (BCP).

In 2024, the Business Continuity Plan was reviewed and tested in order to transpose it in accordance with the regulations issued by the Financial Supervisory Authority, including the requirements of the FSA Rule no. 4/2018 on the management of operational risks generated by the IT systems used.

Additionally, in 2024, complex development projects for the Integrated IT System (SII) were launched and implemented, aligning with the standards of EU Regulation No. 2022/2554 on Digital Operational Resilience for the Financial Sector (D.O.R.A.), which will come into effect on January 17, 2025. Furthermore, the automation of personal transaction management was also implemented as part of these initiatives.

Regarding the controlsystem, the Company submitted to the F.S.A. the Control System Report for H2 2023 and the Control System Report for H1 2024. These reports included annexes detailing the implementation of measures and recommendations issued following both periodic and ongoing supervisory missions by the F.S.A. Additionally, the reports incorporated the measures and recommendations provided by the Compliance Officer, Risk Administrator, Internal Auditor, Financial Auditor, and IT Auditor, in accordance with F.S.A. Rule No. 4/2018.

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Regarding the complaint management process, it isinternally regulated through the Complaint Resolution Procedure. In 2024, no complaints were registered within the Company, and information regarding their management was reported to the F.S.A. as part of the quarterly and annual reporting process.

Regarding compliance with the conflict of interest framework, the control mechanisms for potential conflicts of interest, and the measures for addressing identified deficiencies, we note that within Transilvania Investments Alliance, the policies and procedures related to conflict of interest, including those concerning personal transactions, are detailed in Chapter VI of the Policies and Procedures governing the Operation of Transilvania Investments Alliance as an A.I.F.M. (PPAFIA). At the Company level, specific responsibilities are assigned, and actions are undertaken to prevent and manage conflicts of interest, ensuring that their impact is either eliminated or minimized so that the interests of Transilvania Investments and its investors/shareholders are not negatively affected.

Individuals with supervisory and control responsibilities within Transilvania Investments act to prevent conflicts of interest by ensuring compliance with legal regulations and internal procedures, keeping them up to date, and providing guidance to relevant personnel when necessary. In the event of a conflict of interest, those responsible forsupervision and control monitor how the situation is managed and may take measures such as issuing recommendations, escalating the matter to the Directorate, the Audit Committee, or the Supervisory Board, and informing the Financial Supervisory Authority (F.S.A.), with the goal of preventing such situations in the future.

In 2024, the Company's efforts to achieve its primary investment objectives, as defined in the Investment Strategy and Policy Statement 2024 – 2028, approved by the General Meeting of Shareholders in April 2024, were carried out in accordance with the applicable regulatory framework. These objectives include maximizing aggregate returns for current and potential shareholders through the Company's investments, in compliance with applicable legislation and internal regulations, as well as increasing net asset value through effective management focused on value creation. This was pursued under an active and prudent asset management approach across its business lines: trading, tourism, real estate, and private equity.

The investment activity carried out in 2024 was aligned with the Company's Strategy for the 2024 - 2028 period, focusing on actively traded issuers in financial markets with high liquidity, regardless of the trading environment (local or international). This approach aimed to maintain an adequate liquidity profile within the managed portfolio, targeting both short-term and long-term investment horizons.

Regarding investment and divestment operations, the internal regulatory framework and competency limits were duly followed, ensuring the necessary conditions for achieving Transilvania Investments Alliance's objectives. These objectives include increasing the value of managed assets through a diverse range of investment instruments and maximizing shareholder returns, directly contributing to the growth of net assets.

As a result, the compliance risk assessed by the Compliance Officer in 2024 was predominantly rated as "low" for most activities. However, instances of "high" compliance risk were recorded exclusively in the "conflict of interest" area, as also reflected in the sanctioning decisions issued by the Financial Supervisory Authority (F.S.A.).

The Risk Management Department is hierarchically and functionally independent of the other organizational structures of the Company and is subordinated to the Supervisory Board.

Within the Risk Management Department, the Risk Administrator operates, who issubject to authorization by the Financial Supervisory Authority (F.S.A.). In 2024, the key function of Risk Administrator was exercised by Mr. Alexandru Gavrilă, based on F.S.A. Authorization No. 231/11.11.2021.

The Risk Management Department has the following main responsibilities:

• Proposes and implements the risk management policy and strategy, as well as procedures, models, processes, and effective risk management measures, to ensure the identification, measurement,

management, and continuous monitoring of all relevant risks associated with the investment strategy to which Transilvania Investments is or may be exposed;

Continuously identifies risks and quantifies them to assess their impact;
Continuously identifies and quantifies risks to assess their impact, ensuring that the Company's risk profile, as communicated to shareholders, complies with the quantitative and qualitative risk limits established for each type of risk;
Monitors compliance with risk limits and timely notifiesthe Executive Board and the Supervisory Board of Transilvania Investmentsif it determinesthat the Company'srisk profile does not comply with these limits or if there is a significant risk that the risk profile may become non-compliant with these limits;
Applies the procedure for calculating leverage effect, ensuring that exposure remains within the limits established by the risk management policy, where applicable;
Reports quarterly to the Executive Board and the Supervisory Board of Transilvania Investments upto-date information regarding compliance with the Company's risk profile, as communicated to shareholders, risk limits, and their consistency. Additionally, ensures compliance with prudential risk management regulations, specifically indicating whether corrective measures have been or will be implemented in the event of existing or anticipated deficiencies;
Reports quarterly to the Executive Board and the Supervisory Board of Transilvania Investments upto-date information on the current level of risks the company is exposed to, as well as any existing or foreseeable breaches of risk limits, ensuring that timely and appropriate measures can be taken.

Throughout 2024, the risk management activities were carried out based on the Policies and Procedures governing the Company's operation as an A.I.F.M., specifically concerning risk management.

The risk management system includes a set of analyses, diversification charts for financial instruments in the portfolio, risk identification and assessment, as well as proposals and recommendations aimed at mitigating the effects of risks associated with the Company's investment and general activities.

Throughout 2024, Quarterly Reports were prepared regarding the significant risks to which the Company's activities were exposed. At Transilvania Investments, financial and operational risks were assessed, monitored, and managed to mitigate their impact. The quarterly reports included a series of recommendations aimed at ensuring that the Company's activities remained aligned with the risk profile communicated to investors.

Additionally, a monthly summary chart was prepared, outlining Transilvania Investments' exposures to various assets and financial activities, in accordance with Law No. 243/2019. Throughout 2024, the holdings in different financial instruments remained within the limits prescribed by the applicable legislation.

In accordance with the risk management policies and procedures, Transilvania Investments conducted stress tests under both normal and exceptional market conditions to assess market risk, as well as under normal and exceptional liquidity conditions to evaluate liquidity risk.

As part of the stress simulations, the impact of stress scenarios under both normal and exceptional conditions was estimated for each financial instrument in the portfolio to which the respective stressfactor could be applied. These effects were then aggregated to determine the cumulative impact of a given factor on total assets, net assets, and the net asset value per share (NAV per share).

The stresstest results were presented to the managementstructures and will be considered when defining the investment/divestment program for the 2025 financial year, as well as in the implementation of the investment strategy and the timing of investments.

At Transilvania Investments, the internal audit function is separate and independent from other functions and activities within the Company. The internal audit activity is organized through the outsourcing of services to an individual or legal entity auditor. The internal audit function is subordinated to the

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Supervisory Board. The internal auditor is selected by the Audit Committee, appointed by the Supervisory Board, and notified to the Financial Supervisory Authority (F.S.A.).

During the period 01.01.2022 – 31.12.2024, the internal audit function was carried out by KPMG Audit S.R.L. By Decision No. 2/29.11.2024, the Supervisory Board approved the appointment of Forvis Mazars Romania S.R.L. as the Company's internal auditor for a two-year mandate, covering the period 01.01.2025 – 31.12.2026. The Company notified the Financial Supervisory Authority (F.S.A.) of the appointment of the new internal auditor through Letter No. 8726/16.12.2024.

The internal auditor has the following main responsibilities:

Establishing, implementing, and maintaining an audit plan to examine and assess the adequacy and effectiveness of the systems, internal control mechanisms, and procedures of the A.F.I.A.;
Verifying the Company's compliance with its policies, programs, and management practices, in accordance with legal provisions;
Evaluating the adequacy and implementation of financial and non-financial controls established and executed by the Company's management, aiming to increase operational efficiency;
Assessing the adequacy of financial and non-financial data/information intended for the Company's management;
Protecting balance sheet and off-balance sheet assets and identifying methods to prevent fraud;
Periodically reviewing the fulfilment of the risk management function;
Submitting the Annual Internal Audit Plan for approval by the Supervisory Board, conducting the audit missions included in the plan, and reporting upon completion of each mission on internal audit issues as well as the adequacy of measures taken to address any identified deficiencies;
Issuing recommendations based on the results of the audit activities and verifying the Company's compliance with the issued recommendations;
Continuously coordinating its activities with the financial auditor to ensure the proper fulfilment of audit objectives.

The internal auditor's activity is carried out based on the Annual Internal Audit Plan, which is endorsed by the Audit Committee and approved by the Supervisory Board.

The internal audit missions included in the 2024 Internal Audit Plan were carried out in accordance with the topics endorsed by the Audit Committee and approved by the Supervisory Board. These missions focused on the activities of the Corporate Governance, Legal, Financial, and Human Resources Departments.

7.12 Assessment of the company's activity regarding the risk management

The risk management activity is reflected in the Company's organizational and operational structure and covers both general risks and specific risks, as provided by Law no. 297/2004 on the capital market, as subsequently amended and supplemented, Law no. 74/2015 on alternative investment fund managers, F.S.A. Regulation no. 9/2014 on the authorisation and operation of Investment Management Companies, Undertakings for Collective Investment in Transferable Securities and of the Depositaries of Undertakings for Collective Investment in Transferable Securities, amended and supplemented, F.S.A. Regulation no. 10/2015 regarding the management of the alternative investment funds, F.S.A. Rule no. 4/2018 regarding the management of operational risks generated by computer systems used by entities authorized/endorsed/registered and/or supervised by the Financial Supervisory Authority, Law no. 243/2019 on the regulation of alternative investment funds, as well as amending and supplementing regulations.

In the process of identifying and assessing the financial risks, as well as the indicators used in risk management, the following were also considered: EU Directive 2011/61 on alternative investment fund managers (DAFIA), EU (delegated) Regulation no. 231/2013 supplementing Directive 2011/61/EU of the European Parliament and Council with regard to the derogations, general operating conditions,

depositories, leverage effect, transparency and supervision, Directive no. 2013/36/EU on the access to the activity of credit institutions and prudential supervision of credit institutions and investment companies (on capital adequacy) and EU Regulation no. 575/2013 on prudential requirements for credit institutions and investment companies.

Upon selecting the approach regarding the financial and operational risks management, the following were considered: the authorisation of the company acting as Alternative Investment Fund Manager (A.I.F.M.) and the company's classification in the provisions of the EU Directive 2011/61 on alternative investment fund managers (DAFIA - transposed into national legislation by Law no. 74/2015), the references in DAFIA to Directive 2013/36/EU, the risk management requirements set out in the EU Regulation no. 231/2013, as well as the elements of similarity and difference between a financial investment company and other financial institutions.

The Company's management analyses and approves on annual basis the risk management policy and the measures, procedures and techniques for the enforcement of said policy, including the risk limits system; it also assesses, monitors and revises, at least once a year, the risk management systems, according to the provisions of EU Regulation 231/2013.

The Executive Board of Transilvania Investments is constantly seeking to minimize the potential adverse effects associated with the financial risks the company is exposed to, through an active policy of prudential diversification of the portfolio and using one or more techniques to mitigate the risk depending on the dynamics of trading venues and market price trends related to financial instruments held by the Company.

Also, the Executive Board seeks to continuously achieve the highest level of diversification of exposures to both categories of financial assets / transactions and the exposure structure to financial risks. For this purpose, the exposure diversification policy is implemented on the following levels:

portfolio diversification by avoiding excessive exposure to a borrower, category of financial asset, issuer, category of financial transactions, country or geographic region;
financial risks diversification which aims to avoid excessive exposure to a certain type of financial risk.

In order to achieve the highest level of diversification on the levels presented above, the Executive Board has initiated an extensive restructuring and repositioning process of the portfolio and reshaping of the business policies.

Transilvania Investments has implemented, at company level, a risk management system that includes policies, procedures and measures to identify, measure and manage risks. The risk management policies and procedures are part of the "Policies and procedures governing the company's operation as an A.I.F.M.". According to internal policies and procedures, the internal risk management system integrates competences and responsibilities across the whole organizational structure (Supervisory Board, Executive Board, Risk Management Department, Compliance Department, Internal Auditor, Operational Departments). Procedures are established to manage and monitor all relevant risk categories at the company level (market risk, credit risk, investment concentration risk, liquidity risk, operational risk, sustainability risks).

At company level, the Risk Management Department - which is operationally and hierarchically separated from the other operational departments of Transilvania Investments, including from the portfolio management function,so that to allow the independent and efficient performance of the risk management activities and the avoidance of conflicts of interests - monitors the risks related to the activity, some of them being:

Market risk

The market risk is monitored on sub-categories: position risk, foreign exchange risk, commodity risk and long-term interest risk. At the company level, the market risks are at a low level considering the impact

Pag. 72

they may have over the assets held within the quantitative approach based on capital requirements. Market risk indicators relevant to Transilvania Investments are also used within an approach based on internally set limits, such as VaR (Value at Risk) for the portfolio of assets listed on a regulated market and VUAN volatility.

Throughout 2024, the maximum internally set limit of the VaR indicator was 25%; this limit was not exceeded in the period under review. We note that the VaR indicator also falls within the forecasted level estimated in the 2023 crisis simulation (which considered both the reaction of the market value of the share portfolio listed on a regulated market to a decline in local capital market indices, as well as to a decline of an issuer with a significant portfolio share (TLV).

Given the current investment context, characterized by a high degree of unpredictability, we believe that a high level of volatility can characterize a series of trading environments.

Throughout 2024, market crisis simulations were carried out in accordance with the Policies and Procedures governing the company's operation as an A.I.F.M.

Credit risk (of creditworthiness of the companies in Transilvania Investments portfolio).

Considering that the Company, due to its activity, has long-term exposures to securities issued by financial and non-financial entities, the company management constantly seeks the level of the credit risk to which Transilvania Investments is exposed remains at a prudent and manageable level.

Thus, the Company Management uses, on a case-by-case basis, in accordance to the issuer's characteristics, proper instruments for diminishing the credit risk, and also permanently monitor its financial evolution.

Until now, the company has not used financial derivatives in order to reduce the credit risk associated with the exposure to a debtor.

Liquidity risk

The Company monitors both the liquidity risk related to the financial instruments portfolio and the risk related to the coverage of the liquidity needs, the latter being monitored on the following sub-categories: risk of not covering the current liquidity requirement, without considering the uncashed dividends (net LCR), risk of not covering the liquidity requirements, by considering the uncashed dividends (gross LCR), risk of long-term asset funding from resources other than permanent resources. Throughout 2024, level of these indicators fallen within the limits set internally by Transilvania Investments. As at 31.12.2024, the Company has no loans contracted.

During 2024 the Company carried out crisis simulations, in accordance with the Policies and Procedures governing the company operation as an A.I.F.M., updated with the provisions of the F.S.A. Rule no. 39/2019 on enforcing the ESMA guide regarding the cash crisis simulations in UCITS and A.I.F.s.

Concentration risk

The concentration risk monitoring considers to all assets in the Company's portfolio. The Company monitors both the risk related to concentration on categories of assets, entities, and the exposures recorded by Transilvania Investments to various financial operations from the perspective of the requirements provided by the legislation in force. By carrying on the portfolio restructuring, the Company avoids high exposures to an issuer.

Operational risk

The operational risks take into consideration the potential losses caused by either the use of certain improper processes, internal systems or human resources that are not able to fulfil their duties in a proper manner, or external events and actions, the legal risk being also included under this category. The Company continuously monitors its IT internal systems, internal processes, human resources and legal processes.

These risks register low levels and are being managed by the organizational departments of the Company, in accordance with the Company's risk management policy.

In accordance with the legal provisions on the management of operational risks generated by computer systems used by the entities regulated, authorized/approved and/or supervised by the F.S.A., Transilvania Investments carried out throughout 2024 the internal assessment of such risks.

Sustainability risks

Regulation (EU) 2019/2088 lays down rules for financial market participants and financial advisors on transparency in relation to the integration of sustainability related disclosures in the financial services sector, the consideration of adverse sustainability impacts in their activities and the provision of sustainability information in relation to financial products.

According to the Strategy and Investment Policy Statement approved by the shareholders, the Company aims to gradually introduce ESG factors in the pre-investment analysis.

Currently, the Company does not integrate sustainability risks into its investment decisions but considers it important to periodically reassess the facts.

Also, sustainability risks are currently considered irrelevant, and if they were to materialize, the impact would be insignificant for the Company. Whenever the Company deems it necessary and appropriate, the ESG Policy will be subject to revisions, the result of which will be communicated to investors, in accordance with the legal regulations in force.

The Company makes available to its shareholders and relevant stakeholders the status and impact of the implementation of ESG factors in its investment policy, respectively at the level of its overall activity, in full accordance with the applicable legal framework and its status as an investment entity by publishing annual sustainability reports.

In accordance with art. 4 para. 1(b) of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability disclosures in the financial services sector, considering arguments such as:

currently, the information available from credible sources, necessary to determine whether an economic activity qualifies as sustainable and contributes substantially to one or more of the sustainability objectives, may be incomplete,
the small number of issuers that are obliged/choose to disclose non-financial information,
difficulty in obtaining data from issuers or inaccurate information provided by them,
the lack of certainty as to the possibility of a correct and complete risk assessment based on this information,
the complexity of the requirements of the applicable regulations requires time to adapt the processes for analysing and reporting sustainability risks,

the Company has informed its current and potential investors that it does not consider the adverse effects of investment decisions on sustainability factors.

At the level of the Company, during the fourth quarter of 2024, steps were taken to prepare the Annual Sustainability Report (with reference to the European Sustainability Reporting Standards - ESRS), which included, among other things, information on risks that have a material influence or that can reasonably be expected to have a significant influence on the Company's development, short-, medium- or long-term financial position or financial performance.

By reference to the provisions of the Sustainability Risk Management Procedure, within the Double Materiality Analysis, in the context of the CSRD, the outside-in perspective, called financial materiality, is the relevant one for the Company. The application of the procedure involved the consultation of

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stakeholders in the assessment process of the material subjects, namely: the Trading, Portfolio Management, Finance (which also includes HR attributions), Corporate Governance, Legal, Risk Management and Compliance departments. The analysis highlighted that no high or very high scoring risks were identified at the level of the Company.

Investment limitations

Regarding the monitoring of exposures to a particular category of financial assets, to an issuer or to a certain category of transactions, the following indicators are constantly monitored by the company:

1. The level of holdings of securities and/or money market instruments issued by the same issuer, excluding securities or money market instruments issued or guaranteed by a Member State, by the local public authorities of the member state, a third state or international public bodies to which one or more member states belong. The value of holdings in the same issuer shall not exceed 10% of the total assets held. The percentage may be increased to up to 40% if the total securities held in each of the issuers where the company holds more than 40% of the total assets does not exceed the limit of 80%. On 31.12.2024, the 21.31% of the total assets held at Banca Transilvania complies with the legal regulations, considering that the total level of securities, held with each issuer, in which it holds over 40%, as compared to the total assets held, is 52.52%.
1. The level of holdings of financial instruments issued by entities belonging to the same group. The value of thisindicatorshould not exceed 50% of the total assets held. On 31.12.2024, the level of Transilvania Investments' holdings of financial instruments in this category is 1.57%, comprising the shareholding in the Bucharest Stock Exchange group (Bucharest Stock Exchange, CCP.RO, Central Depository Bucharest).
1. The exposure to counterparty risk in a transaction with derivatives traded outside regulated markets, which may not exceed 20% of the total assets held. During 2024, Transilvania Investments has not invested in derivatives traded outside the regulated market.
1. The overall exposure to derivatives, which may not exceed the total value of the assets. During 2024, Transilvania Investments has not invested in derivatives traded outside regulated markets.
1. The value of the current accounts and cash (in domestic and foreign currencies). The value of current accounts and cash, in domestic and foreign currencies, should not exceed 20% of the total assets managed. On 31.12.2024, their level was 0.09% of total assets.
1. The level of bank deposits opened and held in the same bank should not exceed 30% of the total assets held. On 31.12.2024, their level was 0.43%.
1. The level of equity securities not admitted to trading on a trading venue or on a third country Stock Exchange, issued by a single A.I.F. for professional investors should not exceed 20% of the total assets. On 31.12.2024, their level was 0.36%.
1. The level of equity securities not admitted to trading on a trading venue or on a third country Stock Exchange, issued by a single A.I.F. for professional investors may not exceed 10% of the total assets. On 31.12.2024, their level was 4.46%.
1. The level of equity securities not admitted to trading on a trading venue or on a third country Stock Exchange, issued by other open-end A.I.F. may not exceed 50% of the total assets held. On 31.12.2024, their level was 0.36%.
1. The level of equity securitiesissued by a single UCITS authorized by the FSA, or by a national competent authority of another Member State shall not exceed 40% of the total assets. The level of equity securities issued by a single UCI admitted to trading, authorized by the FSA or a national competent authority of another Member State shall not exceed 40% of the total assets. On 31.12.2024, their level was 0.76% and 3.10%, respectively.

1. The amount of loans in financial instruments granted, the period of the loan being no longer than 12 calendar months, in accordance with the rules of the FSA for margin and loan transactions- maximum 20% of the assets. Transilvania Investments did not grant such loans during 2024.
1. The level of securities, money market instruments not admitted to trading on a trading venue or on a third-country exchange may not exceed 40% of total assets held. On 31.12.2024, their level was 5.99%.
1. The level of equity interests issued by limited liability companies may not exceed 20% of the total assets. On 31.12.2024, their level was 0.01%.
1. The level of greenhouse gas emission allowances shall not exceed 10% of the total assets. On 31.12.2024, Transilvania Investments has no such holdings.
1. The company cannot provide cash loans, participate/subscribe to syndicated loans, guarantee cash loans to a third party, except for entities that are part of the R.I.A.I.F. set up as an investment company within 10% of its assets and cannot directly acquire, partially or in full, portfolios of loans issued by other financial or non-financial entities, excluding investments in financial instruments issued by internationally recognized financial institutions, credit institutions or non-bank financial institutions authorized by the NBR or by other central banks of a Member State or of third countries.

The monthly analyses of the types of exposures showed that, throughout 2024, the portfolio of financial instruments managed by Transilvania Investments has complied with the requirements of Law no. 243/2019.

The risk analyses performed at the end of 2024 indicate the following risk profile of Transilvania Investments:

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	Type of risk / Risk Indicator	Materiality threshold (own funds requirement / own fund or in termally established limits)	Risk appetite	31/12/2024	Limit complian co
No.	Type of risk lexposure
	Mark et risk - sub categories:
1	Position risk	max. 2596	blechnim	7.39%	yes
2	Foreign exchange risk	max. 496	Mechnim	0.61%	yes
3	Long term Interest risk	max. 7,596	Medium	2 23%	yes
4	Commodity Risk	max. 3,7596	Mechnim	0.00%	yes
5	VaR (historical simulation, 20 days, 99%)	max. 2596	Mechnam	9.29%	yes
6	NAV per share volatility	max. 2596	Medium	9.04%	yes
Credit risk :
1	Crechit risk	max. 150%	Mechnam	48.09%	yes
	Liquidity risk - sub categories:
1	LCR (net)	uniu 1,3	Medium	32 53	yes
2	LCR (brut)	un in 1,2	Mechnum	9.70	yes
3	Financing from temporary resources	max. 50%	Low	1.14%	yes
4	Portfolio liquidity (percentage of liquid portfolio in total assets)	min. 3596	Medna	57.5696	గ్రామం
	Risc de contrapartida
	Counterparty rex :
1	Exposure to high insolvency risk companies	max 10%%	Low	0.003%	yes
2	Exposure to non listed companies	max. 40%	According to law	10.40%	yes
3	Entity concentration risk	10%/ 40%	According to law	21.31%	yes
Operation al risk
1	Operational risk standardised approach	max. 7,596	Medium	2.02%	yes
Leverage
1	Leverage Gross Method	un ax. 2,0	Low	1.04	yes
2	Leverage Commitment Method	un ax. 2,0	Low	1.05	yes

The leverage ratio indicator, determined according to the provisions of the Regulation (EU) No. 231/2013 supplementing Directive 2011/61/EU with regard to general operating conditions, depositaries, leverage, transparency and supervision, recorded at 31.12.2024 a low level according to the materiality threshold, calculated by both methods. Given that Transilvania Investments does not hold positions on derivative financial instruments, the value of the leverage ratio indicator, calculated according to the commitment method, does not differ considerably from the value calculated according to the gross method (there is no compensation between long and short positions; leverage ratio according to the gross method = 1.04, leverage ratio according to the commitment method = 1.05).

			Gross Method= (Total Assets Exposure - Cash and Cash equivalents - Reinvested Loans Adjustments) / Net Asset Value
		31.12.2024
Total assets		Net assets	Cash and Cash Equivalents
1,926,957,939.24		1,830,739,497.70	18,000,565.18
Leverage Ratio according to the Gross Method			1.04
	Commitment Method = Total Assets Exposure / Net Asset Value
		31.12.2024
Total assets			Net assets
1,926,957,939.24			1,830,739,497.70
Leverage Ratio according to the Commitment Method			1.05

At the same time, the Company continually updates and monitors the processes, systems and internal mechanisms to reduce the operational risk as much as possible. In this respect, the Company has implemented a system for monitoring and reporting the operational risk on three levels, namely: (i) first line of defence: identification of operational risks at the level of organizational structures, (ii) second line of defence: management of operational risks within the Risk Management Office with reporting, through risk reports, to the Executive Board and Supervisory Board, (iii) third line of defence (defensive line): The Internal Audit examines, on a regular basis, the fulfilment of the risk management position.

All the tools and techniques of risk assessment and management used by the Company were developed and implemented to ensure an effective management of the risks incurred by Transilvania Investments and implicitly, by reaching this goal, to obtain an average risk profile in line with the business strategy approved by the Supervisory Board and implemented by the Executive Board.

8 E.S.G. ASPECTS AT TRANSILVANIA INVESTMENTS

General Framework

Transilvania Investments has developed a policy regarding the integration of sustainability risks into the investment decision-making process.

According to the current ESG Policy, the Company does not integrate sustainability-related risks into its investment decisions but considers it important to periodically reassess the actual situation.

However, within the investment decision-making process, relevant available information may be considered and integrated, including those indicating potential negative effects on sustainability factors. In principle, such information may be regarded as favourable to refraining from investing or to exiting an existing investment, as applicable.

At the same time, the Company does not consider the negative effects of investment decisions on sustainability factors, as, given the structure and specifics of the managed portfolio, there is no publicly available information to analyse the impact of investment decisions on sustainability factors.

Among the reasons for not integrating sustainability risks into investment decisions and not considering the negative effects of investment decisions on sustainability factors, we mention:

Currently, the available information from credible sources, necessary to determine whether an economic activity qualifies as sustainable and substantially contributes to one or more sustainability objectives, may be incomplete.
The small number of issuers that are required or choose to publish non-financial information.
The difficulty in obtaining data from issuers or the provision of inaccurate information by them.
The lack of certainty regarding the possibility of accurately and comprehensively assessing risks based on this information.
The complexity of applicable regulatory requirements necessitates time for the adaptation of analysis and reporting processes for sustainability risks.

According to the 2024-2028 Strategy, approved by shareholdersin April 2024, Transilvania Investments will gradually revise the company's policies and proceduresregarding ESG matters. By the end of the Strategy's reference period, the Company will integrate sustainability-related risks into its investment decisions and will consider the negative effects of investment decisions on sustainability factors. The timing of considering these effects depends on the extent to which the companies held in its portfolio and those of interest for future investments provide sufficient and adequate information for a relevant analysis or are assessed based on an ESG rating.

According to the 2024-2028 Investment Policy Statement (I.P.S.), also approved by shareholders in April 2024, the Company aims to gradually introduce non-financial reporting in accordance with industry

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standards. This implementation will be based on the nature, size, and complexity of its operations, as well as the nature and scope of its activities, in compliance with applicable legislation and its own regulations.

In November 2024, Transilvania Investments voluntarily and proactively published its first Sustainability Report for the year 2023, prepared in accordance with the European Sustainability Reporting Standards (ESRS) and the new European Corporate Sustainability Reporting Directive (CSRD). The early integration of the requirements from the new CSRD directive and ESRS standards strengthens the company's commitment to transparent and responsible reporting, as well as to embedding sustainability at the core of its corporate strategy and communication.

The ESRS standards constitute the mandatory framework forsustainability reporting starting from the 2024 financial year, with gradual applicability depending on company size. These standards cover areas such as organizational governance, environmental impact, social aspects, and stakeholder relationships, providing a solid framework for identifying, measuring, and reporting the significant impact companies have on people and the environment, as well as the effects of sustainability on corporate development and performance through the concept of "double materiality." On July 31, 2023, the European Commission adopted an additional delegated act that includes 12 ESRS standards, two of which are cross-cutting standards (ESRS 1 General Requirements and ESRS 2 General Disclosures), while the remaining ten are thematic standards covering environmental, social, and governance aspects.

Elements Related to the Transilvania Investments Portfolio

Each financial market participant is part of the ESG transformation and must rethink their strategies with sustainability as a key objective. The collective efforts to integrate ESG, along with the quantity and quality of available data, are integral to the continuous development of Transilvania Investments.

For the year 2024, the following holdings in the Transilvania Investments portfolio had a published score that can guide investors regarding certain positive aspects of sustainability.

Name	Market	ESG Sustainalytics	2024 Vektor	% of total
		Score	Score	assets
BANCA TRANSILVANIA S.A.	BVB - REGS	14.9	10	21.31%
BRD - GROUPE SOCIETE GENERALE S.A.	BVB - REGS	14.4	10	12.20%
OMV PETROM S.A. BUCURESTI	BVB - REGS	28.9	10	7.56%
BURSA DE VALORI BUCURESTI S.A.	BVB - REGS	23.8	7,5	1.44%
PURCARI WINERIES PUBLIC COMPANY Ltd	BVB - REGS		10	0.29%
SOCIETATEA ENERGETICA ELECTRICA S.A.	BVB - REGS	29.9	10	0.33%
ONE UNITED PROPERTIES	BVB - REGS	18.4	10	0.15%
S.N.G.N. TRANSGAZ S.A.	BVB - REGS	27.3	10	0.36%
S.N.G.N. ROMGAZ S.A.	BVB - REGS	29.7	10	0.67%
S.P.E.E.H. HIDROELECTRICA S.A.	BVB - REGS	33.6	10	0.86%
DIGI Communication N.V.	BVB - REGS		10	0.50%
AROBS	BVB - REGS		10	0.20%
MED LIFE SA	BVB - REGS	26.1	10	0.06%
CCL CEECAT Fund II SCSp	unlisted			4.40%
BT MAXIM	unlisted			0.72%
Other companies				48.96%

Data Sources: https://bvbresearch.ro, https://www.sustainalytics.com/esg-rating, https://www.bvb.ro, https://www.ceecat.com/ https://www.btassetmanagement.ro/bt-maxim

Interpretation ESG Sustainalytics Score: 10-20 low; 20-30 medium; 30-40 high; 40+ severe Interpretation Vektor score: 10 maximum score

The private equity sector is well represented in the Transilvania Investments portfolio through its participation in CCL CEECAT Fund II SCSp, a financial product that promotes environmental and social

characteristics. Additionally, the BT Maxim investment fund is a financial product that promotes environmental or social characteristics, or a combination of these aspects.

A core component of future ESRS reporting is the double materiality analysis. This analysis determines the materialsustainability aspects(impact, risks, and opportunities) that a company must disclose. Transilvania Investments conducted this analysis for the first time with the reference date of 2023. In the context of CSRD, the double materiality analysis assesses both the inside-out perspective (impact materiality), which examinesthe impact that Transilvania Investments has on the environment,society, and the economy, and the outside-in perspective (financial materiality), which evaluates the impact that society and the environment have on the organization.

Environmental Aspects at the Entity Level (E - environmental)

The Company's exclusive business activity consists of operations specific to closed-end investment companies, with its primary field of activity classified under CAEN Code 649 – Other financial intermediation activities, excluding insurance and pension funds. As such, the Company's operations do not have a direct significant impact on the environment. However, Transilvania Investments remains continuously committed to environmental protection aspects.

Thus, the Company continuously monitors utility consumption, and investments in real estate, installations, and related equipment are made with consideration for their impact on reducing consumption. In 2024, a project was initiated to replace the windows of the Company's headquarters building in Brașov.

To protect the environment, as part of Transilvania Investments' responsible development policy, the Company complies with Romanian legislation and European regulations governing workplace environmental protection, waste management, and the safeguarding of operational spaces. The Company has established procedures regulating the recovery and recycling of waste generated from its activities. Given the nature of the Company's operations, the primary waste generated consists of paper waste. Employees deposit these materials in designated areas, and a staff member responsible for facility management ensures their periodic collection for recycling. Additionally, sorted hazardous and nonhazardous waste, including Waste Electrical and Electronic Equipment (WEEE), is handed over to specialized recycling companies for recovery and proper disposal.

In its activities, Transilvania Investments has identified environmental impacts that can have either negative or positive effects, including:

The Company's energy consumption, particularly in its offices, contributesto overall carbon emissions. Reducing energy consumption and improving efficiency have a direct positive impact on environmental sustainability.
Operational infrastructure generates emissions. The Company's carbon footprint impacts the environment and influences compliance with the EU's carbon emission reduction targets.
Inefficient waste disposal can lead to environmental degradation, particularly by contributing to landfills. Recycling and reducing waste generation are crucial to minimizing environmental impact.
Water consumption in office operations contributes to the Company's environmental footprint, impacting local water resources.
Procuring eco-friendly materials for daily operations (e.g., office supplies) can have a positive impact on supply chain sustainability and help reduce indirect environmental harm.

Social Aspects at the Entity Level (S – social)

For Transilvania Investments, the well-being and development of its workforce is a core aspect of its sustainability efforts. As an investment fund manager, the Company recognizes that its employees are key to delivering long-term value. The Company's approach focuses on promoting a diverse, inclusive, and supportive workplace culture, as well as initiatives for professional growth, employee engagement, and

Pag. 80

well-being. By investing in its people, Transilvania Investments strengthens its ability to achieve both financial and sustainability objectives.

Transilvania Investments guarantees equal opportunities and fair treatment for all job applicants and employees, ensuring a work environment free from discrimination or harassment, whether direct or indirect. The Company does not discriminate on the basis of race, citizenship, ethnicity, colour, language, religion, social origin, genetic traits, beliefs, gender, sexual orientation, political opinion, family status or responsibilities, trade union membership or activities, disadvantaged group affiliation, chronic illnesses, or any other criterion that aims to restrict or deny the recognition, enjoyment, or exercise of rights derived from the Company's collective labour agreement.

The Company also recognizes the freedom of opinion of each of its employees. The relationships between the Executive Board and the Company's employees are based on communication, engagement, and team spirit, with no conflictual elements.

Employees carry out their activities based on the collective labour agreement, individual employment contracts, internal regulations, job descriptions, and internal procedures. The Company does not have a trade union; instead, employees are represented in the negotiation of the collective labour agreement by a representative elected by the employees, in accordance with the law.

At the end of 2024, the total number of employees was 38, of which 34 had higher education degrees, and 4 had secondary education. The average number of employees for the year 2024 was 36.67.

A portion of the Company's employees hold international certifications, while a significant number have completed postgraduate and master's studies in fields such as financial-banking management, accounting, internal audit, financial analysis, valuation, business administration, finance-banking-capital markets, business law, human resources management, and cybersecurity.

Transilvania Investments actively promotes employee training and professional development, focusing on two key components: continuous professional training and development, as part of the Company's overall growth strategy. This activity is carried out through training and development plans, which include both employee participation in conferences, seminars, and courses, as well as support for their personal professional development efforts. A portion of employees with higher education degrees continued to attend professional training programs throughout 2024, aiming to enhance their skills and improve both individual and collective performance.

Additionally, in line with the Company's strategy to strengthen its organizational culture and enhance employee performance, Transilvania Investments organized a team-building program in December 2024. The program focused on teamwork, fostering communication and collaboration, improving task distribution efficiency, and developing creativity. Simultaneously with the team-building event, the Company carried out a CSR initiative, inviting 33 children from foster care centres in Brașov County to join the Transilvania Investments team in building the Holiday City (XMAS City) and to receive Christmas gifts. This activity was conducted with the support of volunteers from the "Ajungem Mari" program of the Lindenfeld Association.

Transilvania Investments places great importance on employee health, providing them with medical subscriptions through a contract with a healthcare service provider. Additionally, the Company offers meal vouchers and subscriptions to the Bookster platform/service. Furthermore, employees who contribute to the Pensia Mea voluntary pension fund benefit from a Company-paid contribution, covering half of their monthly due contribution.

Regarding community responsibility, Transilvania Investments engages in sponsorship and patronage activities, either directly or through specialized associations and foundations. The Company prioritizes the following areas: education, health and social assistance, sports, culture, environment, and humanitarian actions.

The Company continued its engagement in the aforementioned areasthroughout 2024, providing financial support for the following purposes:

Organizing charitable initiatives benefiting children from foster care centres in Brașov County;
Supporting a nursing home by funding the installation of a call-assistance system (panic buttons) at residents' beds, in compliance with ISU (Inspectorate for Emergency Situations) requirements;
Supporting associations and school clubs by funding projects with educational, medical, and sportsrelated objectives;
Providing financial support to chess, equestrian training, and motorsports associations and clubs to assist athletes in their training and participation in national and international competitions/championships;
Supporting the organization of cultural and sports events.;
Providing a hot meal and educational support (homework assistance, tutoring, vocational workshops, psychological counselling, material support, and school mediation) for 60 children;
Sponsorship and organization of conferences and summitsin partnership with the Institute of Financial Studies, the Brașov Bar Association, the Romanian Society for Public and Private Affairs Research (SOROCAPP), and the Association of Fund Managers, focusing on financial services, business law, and investment fund management.

In 2024, Transilvania Investments signed a total of 16 sponsorship contracts, amounting to RON 221,000.

In its activities, Transilvania Investments has identified social impacts that can have either negative or positive effects, including:

The Company's employee well-being policies directly impact workforce morale and productivity, influencing social structures such as work-life balance and mental health.
By promoting diversity and inclusion, Transilvania Investments fosters a more inclusive workplace, influencing societal perceptions of fairness and equality in business.
Through its CSR initiatives, the Company plays a role in community development, strengthening the local economy.
Prioritizing employee health and safety not only enhances workforce well-being but also contributes to the development of healthier work environments across the industry.
Providing continuous training enhances employee skills, positively impacting career growth and societal progress by improving employability and professional development.

Governance Aspects at the Entity Level (G – governance)

Transilvania Investments has implemented a corporate governance system that complies with the provisions of the Bucharest Stock Exchange (B.V.B.) Corporate Governance Code, applicable to companies whose shares are admitted to trading on the regulated market. Additionally, the Company promotes the development of corporate governance by applying best practices and ensuring prudent management, in accordance with the provisions of A.S.F. Regulation No. 2/2016 regarding the application of corporate governance principles by entities authorized, regulated, and supervised by the Financial Supervisory Authority.

The Executive Board of Transilvania Investments, with the approval of the Supervisory Board, has adopted the Company's Corporate Governance Regulation. This regulation defines the policies, practices, and governance structures that support the Board in fulfilling its primary responsibility—ensuring the efficient management of the Company for the benefit of its shareholders.

The Company periodically publishes, within its annual reports, the "Apply or Explain" Statement and the "Statement on the Application of Corporate Governance Principles." These documents outline the

Pag. 82

Company's level of compliance with the principles and recommendations of the Bucharest Stock Exchange (B.V.B.) Corporate Governance Code, as well as with the provisions of A.S.F. Regulation No. 2/2016.

Transilvania Investments' policy on preventing and combating money laundering and terrorist financing aims to ensure full compliance with legal requirements and to take all reasonable measures to prevent the Company from being involved in money laundering or terrorist financing activities. This policy also covers internal procedures and mechanisms for implementing international sanctions.

Transilvania Investments conducts its own risk assessment to identify, evaluate, and manage the risk of money laundering and terrorist financing at multiple levels, including clients, services, and products offered, as well as across the Company's overall activities. This approach ensures a clear understanding and proper management of the risks to which the Company may be exposed.

The Company is fully committed to conducting its activities with integrity and transparency. In this regard, members of the management and supervisory structures, as well as Company employees, are strictly prohibited from paying or offering bribes or financial incentives of any kind, including to government officials, employees ofstate-owned orstate-controlled companies, or in any transactions conducted by the Company. Additionally, soliciting or accepting bribes or financial incentives is strictly forbidden.

The Company has an Engagement Policy that outlines how it interacts with the companies in which it invests. This includes monitoring activities, performance, and risks, establishing a dialogue with issuers, exercising voting rights and othershareholder rights, cooperating with othershareholders, communicating with relevant stakeholders, and managing actual and potential conflicts of interest related to Transilvania Investments' engagement.

The Company has developed a Social Responsibility Policy based on the principle of coherence between social programs, business conduct, relationships with shareholders and employees, and environmental responsibility, ensuring the sustainable development of both the Company and the community in which it operates. The Company is committed to ensuring that all its activities are conducted ethically, following best practices in corporate governance.

Transilvania Investments, in compliance with applicable legal regulations, has developed a Conflict of Interest Policy, which establishes the main guidelines for the activities carried out by the Company or on its behalf, including those performed by a delegate, sub-delegate, external evaluator, or counterparty, as well as the identification of circumstances that constitute or may give rise to a conflict of interest with a significant risk of harming investors. It also defines the procedures that must be followed or adopted to prevent, manage, and monitor such conflicts. Additionally, the Company has implemented procedures to prevent fraudulent practices, including those that impact the stability and integrity of the capital market, with a strong emphasis on preventing insider trading, market manipulation, and ensuring compliance with accepted market practices.

In its activities, Transilvania Investments has identified governance-related impacts that can have either negative or positive effects, including:

High levels of transparency in governance enhance shareholder trust and can serve as a model for ethical business conduct in Romania's financial sector.
By upholding high ethicalstandards and anti-corruption practices, the Company contributesto building trust in the financial services sector.
The Supervisory Board ensures that the Company adheres to best practices, positively influencing corporate governance standards at the market level.
Effective stakeholder engagement (e.g., shareholders, regulatory authorities) enhances corporate governance practices and strengthens the Company's position as a transparent entity.

In the face of current global challenges, Transilvania Investments reaffirms its commitment to contributing to a more responsible, inclusive, and sustainable economy. In recent years, the Company has adopted an

integrated approach to the economic, social, and environmental impact it has, aiming to create a solid foundation for continuous growth and the ongoing improvement of its sustainability standards.

Marius-Adrian MOLDOVAN Executive President

Stela CORPACIAN Executive Vice-President

Răzvan-Legian RAȚ Executive Vice-President

Pag. 84

Annex no. 1

RON

No.	Sole Registration Code	Company name	Headquarters	Nominal value	Share capital
				RON/share	No. of shares	Value
I.	OPERATIONAL COMPANIES
1	1102041	ARO-PALACE SA	Brasov	0.10	403,201,571	40,320,157.10
2	23058338	CASA ALBA INDEPENDENTA S.A.	Sibiu	2.50	1,466,729	3,666,822.50
3	752	FEPER SA	Bucuresti	0.10	363,782,186	36,378,218.60
4	18846755	GRUP BIANCA TRANS SA	Brasov	0.10	10,860,620	1,086,062.00
5	2577677	INDEPENDENŢA SA	Sibiu	2.50	2,871,694	7,179,235.00
6	8012400	INTERNATIONAL TRADE&LOGISTIC CENTER SA	Brasov	0.10	93,592,860	9,359,286.00
7	1122928	MECANICA CODLEA SA	Codlea	0.10	74,200,875	7,420,087.50
8	49303350	NOVA TOURISM CONSORTIUM S.A.	Brasov	10.00	9,035,155	90,351,550.00
9	1108834	ROMRADIATOARE SA	Brasov	1.63	15,000,000	24,450,000.00
10	790619	SEMBRAZ SA	Sibiu	2.00	791,377	1,582,754.00
11	46047311	TRANSILVANIA INVESTMENTS ALLIANCE EQUITY SA	Brasov	10.00	1,271,000	12,710,000.00
12	7800027	TRANSILVANIA INVESTMENTS ALLIANCE REAL ESTATE	Brasov	100.00	153,720	15,372,000.00
13	32947925	TRANSILVANIA INVESTMENTS RESTRUCTURING SA	Brasov	10.00	150,000	1,500,000.00
14	9845734	TRANSILVANIA LEASING&CREDIT IFN SA	Brasov	0.10	514,724,667	51,472,466.70
15	1849307	TRATAMENT BALNEAR BUZIAŞ SA	Buzias	0.10	158,500,000	15,850,000.00
16	559747	TURISM COVASNA SA	Covasna	0.10	473,154,433	47,315,443.30
17	108526	TURISM FELIX SA	Baile Felix	0.10	491,187,962	49,118,796.20
18	2980547	TURISM, HOTELURI, RESTAURANTE MAREA NEAGRĂ SA	Eforie Nord	0.10	325,559,997	32,555,999.70
19	4241753	TUŞNAD SA	Baile Tusnad	0.10	301,802,818	30,180,281.80
					SUBTOTAL	477,869,160.40

LIST of companies in which Transilvania Investments Alliance SA holds the majority position (subsidiaries) as at 31.12.2024

Pag. 85/133

TOTAL 479,226,001.20 429,259,466.63

Pag. 86

II. NON-OPERATIONAL COMPANIES

SUBTOTAL 1,356,840.80	1	1112290	ORGANE DE ASAMBLARE SA (bankruptcy L85/2014)	BRAŞOV	0.10	13,568,408	1,356,840.80

Executive President Executive Vice-President Marius-Adrian Moldovan Stela Corpacian

12 8008670 ROMAGRIBUZ VERGULEASA SA Buzău 2.50 752,408 1,881,020.00 280,631 701,577.50 37.30 13 15688146 TRANSILVANIA HOTELS & TRAVEL SA Bucuresti 2.50 3,034,448 7,586,120.00 1,123,180 2,807,950.00 37.01

SUBTOTAL 12,379,842.90 4,575,653.40

TOTAL 158,638,556.50 59,904,143.60

Annex no. 2

RON

No.	Sole Registration Code	Company name	Headquarters	Nom. value		Share capital
				RON/share	No. of shares	Value
	I. Operational companies
1	14662474	APOLLO ESTIVAL 2002 S.A.	Neptun	0.10	5,932,994
2	742395	DORNA TURISM SA	Vatra Dornei	2.50	1,423,717	3,559,292.50
3	1118838	DUPLEX SA	Fagaras	2.50	121,978
4	803115	EMAILUL SA	Medias	2.50	2,522,118	6,305,295.00
5	2423562	NEPTUN-OLIMP SA	Neptun	0.10	73,315,286	7,331,528.60
6	14686600	SERVICE NEPTUN 2002 SA	Neptun	0.10	9,111,701
7	2577839	SOFT APLICATIV ŞI SERVICII SA	Sibiu	2.50	168,495
8	14630120	TOMIS ESTIVAL 2002 SA	Neptun	0.10	1,319,636
9	26261034	TURISM LOTUS FELIX SA	Baile Felix	0.10	1,266,999,819	126,699,981.90
					SUBTOTAL	146,258,713.60
	reorganisation)	II. Non-operational companies (bankruptcy,
10	805566	FELAM SA	Sibiu	2.50	1,035,000	2,587,500.00
11	14662490	PRAHOVA ESTIVAL 2002 SA	Neptun	0.10	3,252,029

LIST of companies in which Transilvania Investments Alliance SA has a significant influence (associates) as at 31.12.2024

Executive President Executive Vice-President Marius-Adrian Moldovan Stela Corpacian

Pag. 87/133

Pag. 88

Annex no. 3

LIST of non-operational companies as at 31.12.2024

No.	Company name	Headquarters	Nom. value	Share capital
			RON/share	No. of shares	Value
BANKRUPTCY - LAW 85/2006 & LAW 85/2014
1	FELAM SA	Sibiu	2.50	1,035,000	2,587,500.00
2	ICIM SA	Brasov	2.50	828,578	2,071,445.00
3	MECANICA SA	Mârsa	2.50	3,878,945	9,697,362.50
4	ORGANE DE ASAMBLARE SA	Brasov	0.10	13,568,408	1,356,840.80
5	PRAHOVA ESTIVAL 2002 SA	Neptun	0.10	3,252,029	325,202.90
6	ROMAGRIBUZ VERGULEASA SA	Buzau	2.50	752,408	1,881,020.00
SUBTOTAL					17,919,371.20
REORGANISATION LAW 85/2014
7	TRANSILVANIA HOTELS & TRAVEL SA	Bucuresti	2.50	3,034,448.00	7,586,120.00
	SUBTOTAL				7,586,120.00

TOTAL	25,505,491.20

Executive President Executive Vice-President Marius-Adrian Moldovan Stela Corpacian

Annex no. 4

Statement on the compliance with the provisions of the B.S.E. Corporate Governance Code (BSE CGC), as at 31.12.2024

	Provisions to comply with	Compliance Yes/No/Partial
	SECTION A - Responsibilities

A.1.	All companies should have internal regulations of the Board which include terms of reference/responsibilities for Board and key management functions of the company, applying, among others, the General Principles of Section A.	YES
A.2.	Provisions for the management of conflict of interest should be included in Board regulation. In any event, members of the Board should notify the Board of any conflicts of interest which have arisen or may arise, and refrain from taking part in the debates(including by not attending, except for when failure to attend would render the meeting non-quorate) and from voting on the adoption of a resolution on the issue that generates such conflict of interest.	YES
A.3.	The Supervisory Board should have at least five members.	YES
A.4.	The majority of the members of the Supervisory Board should be non-executive. Not less than two non-executive members of the Supervisory Board should be independent in the case of Premium Tier Companies. Each independent member of the Supervisory Board should submit a statement at the moment of their nomination for election or re-election as well asin case of any changes in their status, by indicating the grounds on which they deem themselves to be independent in terms of character and judgement.	YES
A.5.	A Board member's other relatively permanent professional commitments and engagements, including executive and non executive Board positions in companies and not-for-profit institutions, should be disclosed to shareholders and potential investors before appointment and during his/her mandate.	YES
A.6.	Any member of the Board should submit to the Board, information on any relationship with a shareholder who holds directly or indirectly, shares representing more than 5% of all voting rights. This obligation concerns any kind of relationship that may affect the member's position on issues decided upon by the Board.	YES
A.7.	The company should appoint a Board secretary responsible with supporting the work of the Board.	YES
A.8.	The corporate governance statement should inform on whether an evaluation of the Board has taken place under the leadership of the President or the nomination committee and, if it has, summarize key action points and changes resulting from it. The company should have a policy/guide regarding the Board's evaluation, with the purpose, criteria and frequency of the evaluation process included.	YES
A.9.	The corporate governance statement should contain information on the number of meetings of the Board and the	YES

Pag. 90

	committees during the past year; attendance by directors (in
	person and in absentia), and a report of the Board and
	committees on their activities.

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

	members on the Supervisory Board.
A.11.	The Board of Premium Tier companies should set up a	YES
	nomination committee formed of non-executives, which will
	lead the process of appointing new membersto the Board, and
	make recommendations to the Board. The majority of the
	members of the Nomination Committee should be
	independent. SECTION B- Risk management and internal control system
B.1.	The Board should set up an audit committee, and at least one	YES
	of its members should be an independent non-executive.

	The majority of members, including the president, should
	have provided proof of adequate qualification, relevant to
	the functions and responsibilities of the committee. At least one member of the audit committee should show proven,
	adequate auditing or accounting experience. In the case of
	Premium Tier companies, the audit committee should be
	composed of at least three members, and the majority of the
	audit committee membership should be independent.
B.2.	The Audit Committee should be chaired by an independent	YES
	non-executive member.
B.3.	Among its responsibilities, the audit committee should	YES
	undertake an annual assessment of the internal control
	system.
B.4.	The assessment should look at the effectiveness and scope	YES
	of the internal audit function; the adequacy of the risk
	management and internal control reports submitted to the
	audit committee of the Board; executive management's
	responsiveness and effectiveness in dealing with the
	deficiencies or weaknesses identified by internal control and
	submitting relevant reports to the Board.
B.5.	The audit committee should review conflicts of interests in	YES
	transactions of the company and its subsidiaries with the
	affiliated parties.
B.6.	The Audit Committee should evaluate the efficiency of the	YES
	internal control system and risk management system.
B.7.	The Audit Committee should monitor the application of	YES
	statutory and generally accepted standards of internal
	auditing. The Audit Committee should receive and evaluate
	the reports of the internal audit team.
B.8.	Whenever the Code mentionsreports or analysisinitiated by	YES
	the Audit Committee, these should be followed by periodical
	(at least annual) or ad-hoc reports, further on to be
	submitted to the Board.
B.9.	No shareholder may be given undue preference over other	YES
	shareholders with regard to transactions and agreements
	made by the company with shareholders and their related
	parties.
B.10.	The Board should adopt a policy ensuring that any	YES
	transaction of the company with any of the companies it has
	close relations with, of a value equal to or higher than 5% of
	the net assets of the company (as stated in the latest

	financial report), is approved by the Board following an obligatory opinion of the Board's audit committee, and fairly
	disclosed to the shareholders and potential investors, to the extent that such transactions fall under the category of
	events subject to disclosure requirements.
B.11.	The internal audits should be carried out by a separate	YES
	structure (the internal audit department) within the
	company, or by retaining an independent third-party entity.
B.12.	To ensure that the core functions of the internal audit	YES
	department are carried out, the department should report
	functionally to the Board via the audit committee. For
	administrative purposes and in the scope related to the
	obligations of the management to monitor and mitigate
	risks, it should report directly to the chief executive officer.
	SECTION C – Fair rewards and motivation
C.1.	The company should publish its remuneration policy on its	YES
	website and include in its annual report a statement on the
	implementation of the remuneration policy during the
	annual period under review.
	The remuneration policy should be formulated in such a way,
	as to allow the shareholders to understand the principles
	and arguments on which remuneration of the Board
	members and of the CEO, as well as remuneration of the
	Executive Board members in the dual tier system relies. It
	should describe how the process is managed and how
	decisions regarding remuneration are made; provide details
	on the components of the executive management's
	remuneration (such as salaries; annual premiums; long-term
	incentives related to the value of shares; in kind benefits;
	pensions, etc.), and describe the purpose, principle and
	assumptions on which each component relies (including the
	general performance criteria pertaining to each form of
	variable remuneration). Furthermore, the remuneration
	policy should specifically mention the duration of the
	executive manager's contract and the prior notice term
	stipulated in the contract, as well as any compensation for
	revocation of no just cause. […] Any essential change in the
	remuneration policy has to be published in due time on the
	company's website.
	SECTION D – Building value through investor relations
D.1.	The company should set up an Investor Relations service,	YES
	indicated to the general public through the person/persons
	in charge or as an organisational unit per se. Besides the
	information required by the law, the company must include
	on its website a dedicated Investor Relations section, in
	Romanian and English language, with all relevant
	information of interest for investors, including:
D.1.1.	The main corporate regulations: the articles of	YES
	incorporation; the procedures regarding the general
	meetings of shareholders;
D.1.2.	Professional résumés of the members of its governing	YES
	bodies; other professional commitments of the Board
	members, including executive and non-executive positions
	on Boards of companies or not-for-profit institutions;

Pag. 92

D.1.3.	Current reports and periodic reports (quarterly, semi-annual and annual reports) – at least as provided at item D.8 – including current reports with detailed information related	YES
D.1.4.	to non-compliance with the present Code; Information related to general meetings ofshareholders: the agenda and supporting materials; the procedure for electing	YES
	Board members; the rationale for the candidates proposed for election on the Board, together with their professional résumés; shareholders' questions related to the agenda and
	the company's answers, including the decisions passed;
D.1.5.	Information on corporate events, such as payment of dividends and other distributions to shareholders, or other	YES
	events leading to the acquisition or limitation of rights of a shareholder, including deadlines and principles applied for such operations. Such information should be published within a timeframe that would enable investors to make
	investment decisions;
D.1.6.	The name and contact data of a person who should be able to provide knowledgeable information on request;	YES
D.1.7.	Corporate presentations (e.g. presentations for investors; presentations on quarterly results, etc.), financial statements (quarterly, semi-annual, annual), audit reports and annual reports.	YES
D.2.	A company should have an annual policy regarding its annual distribution of dividends or other benefits to its shareholders, proposed by the CEO or the Executive Board	YES
	and endorsed by the Board, in the form of a set of guidelines that the company intends to follow with regard to distributing its net profits. The principles of the annual policy regarding distribution to shareholders shall be published on
	the company's website.
D.3.	The company should have adopted a policy with respect to forecasts, whether they are published or not. Forecasts are	YES
	quantified conclusions of studies aimed at determining the total impact of a list of factors related to a future period (so
	called assumptions): by its nature,such a task relies on a high level of uncertainty, with the actual results sometimes
	significantly different from the forecasts presented initially. The policy regarding forecasts should provide for the
	periodicity, the period envisaged, and the content of the forecasts. If published, the forecasts can be included only in the annual, half-yearly or quarterly reports. The policy on
	forecasts shall be published on the company's website.
D.4.	The rules regarding the general meetings of shareholders should not restrict the shareholders' participation in the general meetings and the exercising of their rights. The	YES
	amendments of the rules should come into force starting on the next shareholders meeting, at the earliest.
D.5.	The external auditors should attend the shareholders' meetings when their reports are presented at these meetings.	YES
D.6.	The Board shall submit to the annual general meeting of	YES
	shareholders a brief assessment on the internal control and significant risk management systems, as well as opinions on
	aspects that the general meeting should decide on.
D.7.	Any professional, consultant, expert or financial analyst may attend the shareholders' meeting upon prior invitation from	YES

	the Board. Accredited journalists may attend the general meeting of shareholders too, unless the President of the
	Board decides otherwise.
D.8.	The quarterly and semi-annual financial reports shall include information in both Romanian and English language, regarding the key drivers influencing change in the level of sales, operating profit, net profit and other relevant financial indicators, both on quarter-to-quarter and on year-to-year basis.	YES
D.9.	A company shall organise at least two meetings / conference calls with the analysts and investors every year. The information presented on such occasions shall be published in the Investor Relations section on the company's website, on the date of the meetings/conference calls.	YES
D.10.	If a company supports various forms of artistic and cultural expression, sport activities, educational or scientific activities, and deems that the resulting impact on the company's innovativeness and competitiveness is part of its mission and development strategy, it shall publish the policy regarding its activity in this field.	YES

Marius-Adrian Moldovan Executive President

Stela Corpacian Executive Vice-President

Răzvan-Legian Raț Executive Vice-President

Annex no. 5

Pag. 94

Statement on the application of the corporate governance principles, as at 31.12.2024

(According to the F.S.A. Regulation no. 2/2016, as further amended and supplemented)

No.	Rules for the application of the corporate	Compliance
	governance principles		No
1.	The regulated entity has stated in its Articles of Incorporation the basic responsibilities of the Board regarding the implementation and observance of the corporate governance principles.	Yes X
2.	The corporate governance structures, the functions, competencies and responsibilities of the Board and the executive management/senior management are stated in the internal policies and/or internal regulations.	X
3.	The annual financial statements of the regulated entity are accompanied by the annual report of the remuneration committee and by an explanatory note which describes the relevant events related to the application of the corporate governance principles, recorded during the financial year.	X
4.	The regulated entity has drafted a communication strategy with the interested parties in order to ensure proper information.	X
5.	The structure of the board ensures, depending on the case, a balance between the executive and non executive members so that no individual or small group of individuals influence the decision-making process.	X
6.	The Board meets at least once every three monthsin order to monitor the way the activity of the regulated entity is carried out.	X
7.	The Board or the executive management/ senior management, depending on the case, regularly reviews the policies regarding the financial reporting, internal control and the risk administration/management system adopted by the regulated entity.	X
8.	In its activity, the Board is assisted by a remuneration committee that issue recommendations	X
9.	The remuneration committee submits to the Board annual reports regarding its activity	X
10.	In its activity, the Board is also assisted by other advisory committees that issue recommendations regarding various issues that are subject to the decision-making process.	X
11.	The advisory committees submit to the Board materials/reports regarding issues entrusted by the Board.	X
12.	The internal procedures/policies/regulations of the regulated entity include provisions regarding the selection of applications for the persons in the executive management/senior management, the appointment of new persons or renewal of the existing mandates.	X

13.	The regulated entity ensures that the members of the executive management/superior management benefit from professional training so that they fulfil their duties efficiently.	X
14.	The key functions are established in such a way so that they are proper for the organizational structure of the regulated entity and compliant with the applicable regulations.	X
15.	The Board regularly reviews the efficiency of the internal control system of the regulated entity and the updating method, in order to ensure a rigorous management of the risks the regulated entity is exposed to.	X
16.	The audit committee makes recommendations to the Board regarding the selection, appointment and replacement of the financial auditor, as well as the terms and conditions of its remuneration.	X
17.	The Board reviews, at least once a year and ensures that the remuneration policies are consistent and are subject to an efficient risk management.	X
18.	The remuneration policy of the regulated entity is set out in the internal regulations that target the implementation and observance of the corporate governance principles.	X
19.	The Board has adopted a procedure for the identification and proper settlement of the conflict of-interest situations.	X
20.	The executive management/senior management, as appropriate, informs the Board on the potential or consumed conflicts of interest in which they could be/are involved in the conditions of their emergence and does not participate in the decision-making process which is related to the state of conflict, if these structures or individuals are involved in the respective state of conflict.	X
21.	The Board reviews, at least once a year, the efficiency of the risk administration /management system of the regulated entity.	X
22.	The regulated entity has drawn up procedures for the identification, assessment and management of the significant risks to which it is, or is likely to be, exposed.	X
23.	The regulated entity has in place clear action plans for ensuring business continuity and for emergency situations.	X
24.	The Board of the subsidiary applies principles and policies of internal governance similar to those of the parent company, unless there are other legal requirements that lead to the establishment of own policies.		X	Not applicable.

Marius-Adrian Moldovan Executive President

Stela Corpacian Executive Vice-President

Răzvan-Legian Raț Executive Vice-President

Annex no. 6

Pag. 96

REMUNERATION REPORT OF TRANSILVANIA INVESTMENTS ALLIANCE S.A. for the year 2024

Transilvania Investments Alliance (hereinafter referred to as the Company or Transilvania Investments) is a Romanian legal person organised as a joint stock company (S.A.). The company is listed on Bucharest Stock Exchange, the trading of the share issued by the Company being subject to the rules applicable to the regulated market and closed-end alternative investment funds.

Transilvania Investments Alliance is self-managed, diversified closed-end Retail Investor Alternative Investment Fund (R.I.A.I.F.), set up as an investment company. At the same time, Transilvania Investments Alliance is authorized as an Alternative Investment Fund Manager (A.I.F.M.)

The Company carries out its activity in accordance with the applicable Romanian law and is managed under a two-tier system.

General framework

This Report is prepared in accordance with the legal provisions and will accompany the annual financial statements of Transilvania Investments Alliance S.A. The report is intended to present an overview of the remuneration and benefits granted during the last financial year to the Company's management, in accordance with the Remuneration Policy approved by the shareholders.

In accordance with the Remuneration policy, the remunerations and benefits granted shall be disclosed in the remuneration report prepared for the last financial year, in accordance with the legal provisions, which is submitted to the vote in the Ordinary General Meeting of Shareholders together with the financial statements, the shareholders' vote having a consultative character. The Remuneration Report is audited by the Company's financial auditor and is available on the Company's website for a 10-year period.

Therefore, the Report for the financial year 2024 (the Report) has been prepared in accordance with the provisions of Law 24/2017 on issuers of financial instruments and market operations, republished. The Report will be submitted to the vote in the annual Ordinary General Meeting of Shareholders of April 2025, the shareholders' vote having a consultative character.

The Remuneration report for the year 2023 was approved by the Ordinary General Meeting of Shareholders of April 2024 with the majority of votes and no additional requirements were formulated during the general meeting.

After its approval by the Ordinary General Meeting, the Remuneration Report will be published on the Company's website www.transilvaniainvestments.ro and will be available to the public for a 10-year period.

Given the Company's capacity as an Alternative Investment Fund Manager (A.I.F.M.) and Retail Investor Alternative Investment Fund (R.I.A.I.F.), the Report is prepared also in accordance with the applicable legislative framework, namely:

Law no. 74/2015 on alternative investment fund managers;
F.S.A. Regulation no. 10/2015 on the management of alternative investment funds, as further amended and supplemented;
ESMA Guide 232/2013 on sound remuneration policies under AIFMD;
Law no. 31/1990 on companies;
Law no. 24/2017 on issuers of financial instruments and market operations

1. Management structures

In accordance with the Articles of Incorporation, Transilvania Investments Alliance S.A. is managed under a two-tier system by an Executive Board which carries out its activity under the control of the Supervisory Board.

Supervisory Board

The members of the Supervisory Board are elected by the general meeting of shareholders by secret vote, for a 4-year mandate.

The members of the Supervisory Board carry out their activity based on management contracts (signed on behalf of the Company by the President of the Executive Board), the Organization and Operation Regulation of the Supervisory Board and the Company's Articles of Incorporation.

In accordance with the Articles of Incorporation, the Supervisory Board is composed of five members, individual persons.

According to the provisions of the Company Law, all the members of the Supervisory Board are nonexecutive members, given that none of them hold an executive position within Transilvania Investments Alliance, the company being managed under a two-tier system.

Executive Board

The Executive Board of Transilvania Investments Alliance S.A. provides the actual management of the Company.

In accordance with the Articles of Incorporation, the Executive Board is appointed by the Supervisory Board and is composed of three members, an executive president and two executive vice-presidents.

The mandate of the Executive Board members is granted for a 4-year period that can be extended for additional 4-year periods.

The members of the Executive Board carry out their activity based on the mandate contract (signed on behalf of the Company by the president of the Supervisory Board), the Organisation and Operation Regulation of the Executive Board and the Company's Articles of Incorporation.

Pag. 98

During 2024, a series of changes took place in the composition of the Executive Board, as follows:

By Authorization no. 2/11.01.2024, the Financial Supervisory Authority authorized the composition of the Executive Board (Mr. Radu Claudiu Roșca-Executive President, Mr. Mihai Buliga-Executive Vice-President and Mrs. Stela Corpacian – Executive Vice-President) following the appointment by the Supervisory Board of Mr. Mihai Buliga as a member of the Executive Board. The mandate of the abovementioned Executive Board members expired on 20.04.2024.

By Authorization no. 50/19.04.2024, respectively Authorization no. 52/26.04.2024, the Financial Supervisory Authority authorized Mr. Răzvan-Legian Raț and Mrs. Stela Corpacian as members of the Executive Board, for a 4-year mandate, valid until 20.04.2028. By Decision no. 431/26.04.2024, F.S.A. rejected Transilvania Investments Alliance'srequest for authorization of Mr. Mihai Buliga as a member of the Executive Board.

By Authorization no. 88/09.08.2024, the Financial Supervisory Authority authorized the composition of the Executive Board, namely Mr. Marius-Adrian Moldovan-Executive President, Mrs. Stela Corpacian-Executive Vice-President and Mr. Răzvan-Legian Raț-Executive Vice-President.

2. Remuneration of the Company management

The remuneration of the Supervisory Board members and Executive Board members is carried out in accordance with the company's Articles of Incorporation, the Remuneration policy, approved by the Ordinary General Meeting of Shareholders of 28.04.2022 and 22.04.2024, and the share buy-back programmes for the implementation of the annual Stock Option Plans (SOP), approved by the general meeting of shareholders.

The Remuneration policy was drafted in compliance with the provisions of Law no. 74/2015 on alternative investment fund managers, the ESMA Guide 232/2013 and Law no. 24/2017 on issuers of financial instruments and market operations. The remuneration policy is available on the Company's website, along with the result of the shareholders' vote.

The variable component of the remuneration is determined by reference to the financial and nonfinancial performance indicators. The remuneration and benefits granted to the members of the Supervisory Board and the Executive Board, according to the provisions of the management/mandate contract, will be presented in the audited annual financial statements, in the Annual Report of the Remuneration Committee and in the Reports of the Supervisory Board/Executive Board.

In accordance with the Remuneration policy, the total annual remuneration consists in a fixed component and a variable component. There is an adequate balance between the fixed and variable component of the total remuneration. The fixed component accounts for a sufficiently high percentage out of the total remuneration, which providesthe Company with full flexibility as concerns the policy of granting the variable component. The variable remuneration represents an occasional component of the total annual remuneration that can exclusively reward the performance of the Company's staff.

2.1. Fixed remuneration

It is the fixed component of the remuneration, not conditioned by the fulfilment of certain performance criteria, whose main element consists of the salaries or indemnities granted in accordance with the management/mandate contract.

The Company seeks to provide a competitive basic remuneration, aligned to the market practices, considering the focus on the variable component of the remuneration.

The level of the fixed (basic) remuneration is determined by considering the relevant professional experience and the responsibilities within the company (level of undertaken risk and decision, liability, authority and control) for each position within the organisational structure of the Company.

For each position within the Company's organisational structure, roles and responsibilities are clearly defined together with a set of skills and competencies necessary to hold the concerned position.

The level of fixed remuneration of the Supervisory Board members and the Executive Board members for the year 2024 was the following:

The fixed monthly remunerations of the Supervisory Board members were approved by the Ordinary Meeting of Shareholders of 22.04.2024, as follows: 3.56 company-average gross salaries for the Chairman, 2.84 company-average gross salaries for the Deputy Chairman and 2.43 company-average gross salaries for the other members of the Supervisory Board. The average gross salary, based on which the remuneration of the Supervisory Board members is calculated, is the one recorded in the last month of 2023.
The limits of the fixed monthly remuneration of the Executive Board members, stipulated in the Company remuneration policy, approved by the Ordinary General Meeting of Shareholders of 22.04.2024, are as follows: between 3 and 6 company-average gross salaries for the President of the Executive Board and between 2.5 and 5 company-average gross salaries for the Vice-Presidents of the Executive Board. The effective level of remuneration is laid down in the mandate contracts.

2.2. Variable remuneration

Variable remuneration is an additional payment or indemnity paid by the Company by considering performance criteria, being intended to recognize the performance of the identified staff within a certain period, and it is a differential element of the remuneration package.

The variable remuneration is granted by complying with the following general limitation: the total variable remuneration shall not exceed 1.2% of the average total asset value afferent to the year for which the variable remuneration is established, value calculated and reported in accordance with the legal provisions in force.

The members of the Supervisory Board and the Executive Board have the right to receive variable remuneration in the form ofsharesissued by the Company, within Stock Option Plan (S.O.P.) programs approved by the shareholders on annual basis, by complying with the legal provisions in force on variable remuneration applicable to A.I.F.M.

The eligibility conditions for the annual payment of the variable remuneration consider:

Individual performance, regarding both annual objectives (KPI) and Company performance
Operational (non-financial) performance
General achievements in the field of social responsibility.

The measurement of the risk-aligned performance is carried out in an adequate framework to guarantee that the assessment process is based on performance and that the actual payment of the variable remuneration components which depend on performance is carried out for a period which considers the Company's policies and their attached risks.

Pag. 100

3. Contribution to the long-term performance of the Company

The performance is assessed within a multi-annual framework to ensure that the assessment process is based on long-term performance results. The results of the assessment process are the basis of the motivational policies, which include granting a variable remuneration. The remuneration granted according to the Remuneration Policy actively contributes to the long-term performance of the company, falling within the multi-annual performance indicator provided in Chap. IV of the Fund Strategy and the Investment Policy Statement.

In terms of the multi-annual framework, the Company's Investment Policy Statement establishes an investment horizon between 2024 – 2028. Thus, during the mentioned investment horizon, Transilvania Investments aims to align its activity with the following performance indicators (K.P.I.): Annual increase¹ in the Net Asset Value per Share (NAVPS) by at least 6% (increase calculated before any distribution of dividends and/or other shareholder remuneration forms) and annual reduction² of the trading discount by at least 7%.

The total variable remuneration is calculated so that it is in direct connection to both the individual performance level that is reached and:

The performance of the operational department which the staff member is part of (as the case may be);
The global performance of the Company, also existing the possibility of non-payment of the variable component, in case of an unsatisfactory performance.

The total remuneration granted complies with the provisions of the Remuneration Policy, respectively the variable remuneration related to the year 2023 is granted in the form of shares issued by the Company and is paid as follows:

60% of the variable remuneration is the initial component and the 40% of the variable remuneration is subject to the deferral period;
The deferral period is of three years;
The 40% component, subject to the deferral period, is proportionally granted at the end of each of the three years n+1, n+2 and n+3, where "n" is the year for which the performance is assessed in order to establish the variable remuneration, as follows:
- 13.4% of the deferred variable share shall be paid in n+1;
- 13.4% of the deferred variable share shall be paid in n+2;
- 13.3% of the deferred variable share shall be paid in n+3;
- "n" is the accrual period (the year for which the variable remuneration is granted).

4. Performance criteria

In the process of assessing the individual performance, both quantitative (financial) criteria and qualitative (non-financial) criteria are considered.

QUANTITATIVE CRITERIA - are financial indicators used to establish the variable remuneration of an identified staff member. Quantitative criteria cover a period which is long enough to properly reflect the risk of the staff member's actions.

¹ The annual assessment of the NAVPS evolution considers the whole fiscal year, and it will be made proportionally for the periods that do not correspond to a whole fiscal year covered by this Strategy, as the case may be

² The annual assessment of the reduction in the trading discount considers the closing price of TRANSI shares and the published NAVPS at the end of a full fiscal year, except for the first assessment period for which the reference date will be 30.04.2024, and it will be made proportionally for the periods that do not correspond to a full fiscal year covered by this Strategy, as the case may be.

QUALITATIVE CRITERIA - cover a period which is long enough to properly reflect the risk of the staff member's actions, and they differ from the quantitative criteria. The qualitative criteria for each category of identified staff are described in the remuneration policy.

Qualitative criteria for the Supervisory Board members are represented by the fulfilment of the following goals:

a) Carrying out of the strategic management of the Company;
b) Implementation of an efficient corporate governance system and enforcement of the corporate governance principles;
c) Achievement degree of the general assessment goals at the level of the Company;
d) Fulfilment of the goals represented by the implementation of the risk management policies and strategies and classification of the Company within the risk profile and limits;
e) Compliance with ethical and professional standards in order to ensure a professional and responsible behaviour so that to prevent the occurrence of conflicts of interests and to manage such conflicts;
f) Fulfilment of the goals represented by the supervision and control of the compliance with the legal provisions and internal procedures of the company for the purpose of preventing the occurrence of legal and internal non-compliance situations.
g) Improvement of the governance score independently established for the entity by Romanian Investor Relations Association (ARIR).

Qualitative criteria forthe Executive Board members are represented by the fulfilment of the following goals:

a) Implementation of the investment strategy and policies of the Company;
b) Implementation of the systems for the management and proper performance of activities of the Company;
c) Implementation of an efficient corporate governance system and enforcement of the corporate governance principles;
d) Fulfilment of the goals represented by the implementation of the risk management policies and strategies and classification of the Company within the risk profile and limits;
e) Compliance with ethical and professional standards in order to ensure a professional and responsible behaviour so that to prevent the occurrence of conflicts of interests and to manage such conflicts;
f) Fulfilment of the goals represented by the supervision and control of the compliance with the legal provisions and internal procedures of the company for the purpose of preventing the occurrence of legal and internal non-compliance situations.

The variable remuneration of the staff members holding control functions depends on the achievement of the goals related to their positions, without any direct correlation with the performance of the departments which they monitor and control.

The qualitative criteria for the Compliance officer are represented by the achievement of the goals represented by the supervision and control of the compliance by Transilvania Investment Alliance and its staff with the legal provisions in force and the internal procedures of the Company for the purpose of preventing the occurrence of legal and internal non-compliance situations.

The qualitative criteria for the Risk manager are represented by the achievement of the specific goals, namely the implementation of the risk management policies and strategies and the efficient risk management procedures, models, processes and measuresin order to identify, measure, manage and permanently monitor all the relevant risks which Transilvania Investments Alliance is or can be exposed to.

The qualitative and quantitative criteria underlying the setting of the variable component for the identified personnel (staff in charge of the enforcement of the policies and procedures regarding the

Pag. 102

asset valuation, staff appointed to prevent and fight money laundry and terrorism financing and staff undertaking responsibilities with significant impact on the Company's risk profile, namely staff from business development, analysis, trading, portfolio management, financial, information technology, administrative, president office, corporate governance) are established through the internal procedures of the Company.

Through the Incentive and Reward Plan of the identified personnel by granting free shares ("Stock Option Plan") for the year 2023, the Company sought the stimulation, retention and rewarding of the Company's identified key personnel. Rewarding by shares is a good international practice and an effective tool for making the staff responsible and co-interested in the achievement of long-term business objectives and it is intended to reward the beneficiaries' contribution to the development of the Company in the financial year 2023 and to stimulate their retention in the Company, so that they continue to contribute to the Company's development and the achievement of its business objectives, generating added value.

The Plan represents the implementation of the Company's Remuneration Policy and the Resolution of the Extraordinary General Meeting of Shareholders of 24.04.2023, by which the shareholders approved the running of a buy-back programme of the Company's own shares, in order to be distributed free of charge to the Supervisory Board members, the Executive Board members and the identified personnel, within a Stock Option Plan program, in accordance with the Company's remuneration policy.

During 2024, the Company paid variable remuneration in shares, representing deferred instalments related to the years 2021 and 2022 and the initial component of 60% of the variable remuneration related to the year 2023, as well as the variable remuneration in cash, representing the 2nd deferred instalment afferent to the year 2021.

In accordance with the Incentive and Reward Plan of the identified personnel by granting free shares ("Stock Option Plan") for the year 2023, vesting is conditional on the cumulative fulfilment of certain criteria Following the assessment of the fulfilment of the performance indicators for the year 2023 by the identified personnel, the shares granted within the Plan for the year 2023 were allotted free of charge. In this respect, the Company published on 19.06.2024 Information document regarding the free allotment of shares to the identified personnel of Transilvania Investments Alliance S.A., based on which the initial component of 60% of the variable remuneration was transferred to the beneficiaries. The 40% difference wastransferred to a fiduciary-lawyer and will be released in the period 2025-2027.

5. Remuneration of the Supervisory Board members

The remuneration structure of the Supervisory Board members for 2024 was the following:

Name	Total gross	Gross fixed	Variable	Weight of	Weight of	Number of	Renumeration
	remuneration	remuneration	remuneration	fixed	variable	shares	received from
	(RON)	(RON)	in cash (RON)	remuneration	remuneration	granted in	subsidiaries
				(%)	in cash (%)	2024
ABRUDAN		976,731 23,538		97.65%	2.35%	1,366,460
PATRIȚIU	1,000,269
NICOARĂ
MARIUS PETRE	803,514	779,976	23,538	97.07%	2.93%	1,366,460
FRĂȚILĂ
CONSTANTIN	906,424	872,790	33,634	96.29%	3.71%	1,425,846
BOZGAN
HORIA	450,133	450,133	-	100%	-	-
CĂTĂLIN
TURCU VASILE
COSMIN	450,133	450,133	-	100%	-	-

6. Remuneration of the Executive Board members

The remuneration structure of the Executive Board members for 2024 was the following:

Name	Total gross	Gross fixed	Variable	Weight of	Weight of	Number of	Renumeration
	remuneration	remuneration	remuneration	fixed	variable	shares	received from
	(RON)	(RON)	in cash (RON)	remuneration	remuneration	granted in	subsidiaries
				(%)	in cash (%)	2024
MOLDOVAN
MARIUS	598,950	598,950	-	100%	-	-
ADRIAN
CORPACIAN
STELA	793,720	793,720	-	100%	-	420,600
RAȚ RĂZVAN
LEGIAN	549,306	549,306	-	100%	-	-
ROȘCA RADU
CLAUDIU	490,118	419,617	70.501	85.62%	14.38%	1,642,715
BULIGA MIHAI	245,554	245,554	-	100%	-	-

Other costsincurred by the Company in 2024 in relation to the members of the Supervisory Board and Executive Board are professional insurance costs, worth RON 123,793.

7. Company performance and changes in remuneration during the last 5 years

	FY 2024	FY 2023	FY 2022	FY 2021	FY 2020
	compared to	compared to FY	compared to FY	compared to FY	compared to FY
	FY 2023	2022	2021	2020	2019
Company performance
Net profit (RON)	48,038,205	237,041,707	63,721,738	96,611,495	34,541,912
Variation (%)	-79.73%	+271.99%	-65.96%	+179.69
NAV per Share (RON)	0.8622	0.8019	0.6310	0.6413
Variation (%)	+7.51%	+27.08%	-1.61%	+18.49%
Net gain from transactions reflected in retained earnigs (RON)	31,102,068	10,685,719	32,452,453	76,741,170	11,783,629
Variation (%)	+191.06%	-67%	-42%	551%

Changes in the remuneration of the Supervisory Board members and Executive Board members
Supervisory Board
ABRUDAN PATRIȚIU	-9.79%	+72.19%	+123.01%	N/A
NICOARĂ MARIUS PETRE	-12.63%	+41.98%	+123.01%	N/A
FRĂȚILĂ CONSTANTIN	+9.40%	+26.88%	+56.08%	+28.35%
BOZGAN HORIA CĂTĂLIN	N/A	N/A	N/A	N/A
TURCU VASILE COSMIN	N/A	N/A	N/A	N/A
PRODAN PAUL GEORGE	N/A	+19.00%	+118.30%	N/A
MOMANU RADU	N/A	+42.06%	+110.41%	N/A
Executive Board
MOLDOVAN MARIUS ADRIAN	N/A	N/A	N/A	+28.35%
CORPACIAN STELA	-12.95%	+264.71%	N/A	N/A
RAȚ RĂZVAN LEGIAN	N/A	N/A	N/A	N/A

Pag. 104

ROȘCA RADU-CLAUDIU	-69.32%	+11.17%	+45.7%	+28.35%
BULIGA MIHAI	N/A	N/A	N/A	N/A
BUFTEA THEO-DORIAN	N/A	+20.43%	754.11%	N/A
Full-time employee average remuneration
Employees (labour contracts) – average remuneration	240,679	200,559	182,355	132,650
Variation (%)	20%	9.98%	37.47%	+8.50%
Employee average number	37	37	39	36

N/A is mentioned for the cases in which the concerned person was not a member of the Supervisory Board or of the Executive Board in the respective year, or for the cases in which the concerned person was elected in the respective year, the comparison with the previous year not being applicable.

The annual gross remuneration granted during the last 5 years is presented below:

Supervisory Board

Total remuneration	2024	2023	2022	2021	2020
Total amount granted (RON)	3,674,388	5,043,413	3,963,195	2,224,542	3,068,210
Variation	-27.14%	+27.26%	+78.15%	-27.50%	-41.83%

Executive Board

Total remuneration	2024	2023	2022	2021	2020
Total amount granted (RON)	2,685,666	3,345,659	2,535,528	4,430,197	2,382,981
Variation	-19.72%	+31.95%	-42.77%	+85.90%	-54.93%

8. Information regarding the enforcement of clawback, deviations and derogations

In 2024, there were no situations regarding the use of the possibility to recover the variable remuneration, there were no deviations or derogations from the Remuneration Policy.

Marius-Adrian Moldovan	Stela Corpacian	Răzvan-Legian Raț
Executive President	Executive Vice-President	Executive Vice-President

Annex no. 7

Annex on litigations

The litigations in which Transilvania Investments Alliance was involved during the year 2024 and which had as subject-matter claims, annulment of the resolutions of the Supervisory Board or of the decisions of the Financial Supervisory Authority, are the following:

Ongoing litigations

No.	Transilvania Investments' capacity	Subject matter	Opposing party	Procedural status
1.	Plaintiff	Annulment of the F.S.A. Decisions no. 422, 424 and 425 of 2019 and Decision no. 648/08.05.2019	Financial Supervisory Authority (F.S.A.)	The judgment of the case is suspended until the settlement of the invoked exception of unconstitutionality
2.	Defendant	Claims following the annulment of the F.S.A. Decision no.1095/2018	Frățilă Constantin	The judgment of the case is suspended until the action with the same subject-matter, but in opposition to the F.S.A., is settled
3.	Defendant	Claims for allowances due at the expiration of the mandate without extension	Ștefan Szitas	Settled on the merits of the case by partially admitting the action The appeal was settled by partially changing the sentence
4.	Auxiliary intervening party	Annulment of the F.S.A. Decision no. 101/03.02.2023	Financial Supervisory Authority (F.S.A.)	Settled on the merits of the case by partially admitting the action
5.	Plaintiff	Appeal against the F.S.A. Decision no. 1060/09.10.2023	Financial Supervisory Authority (F.S.A.)	Settled on the merits of the case by rejecting the action
6.	Plaintiff	Annulment of the F.S.A. Decision no. 385/18.04.2024	Financial Supervisory Authority (F.S.A.)	Settled on the merits of the case by rejecting the action
7.	Defendant	Annulment of the Supervisory Board Resolution no. 4/18.09.2024	Frățilă Constantin	On the merits of the case
8.	Defendant	Suspension of the execution of the Supervisory Board Resolution no. 4/18.09.2024	Frățilă Constantin	Settled on the merits of the case by rejecting the action

Settled litigations

Nr. crt.	Transilvania Investments' capacity	Subject matter	Opposing parties	Court decision
1.	Plaintiff	Annulment of the Supervisory Board Resolution no. 1/27.04.2020	Frățilă Constantin; Andănuț Crinel-Valer; Moldovan Marius Adrian; Petria Nicolae	The Court found that the request for summons was outdated
2.	Auxiliary intervening party	Annulment of the F.S.A. Decision no. 102/03.02.2023	Financial Supervisory Authority (F.S.A.)	Settled on the merits of the case by partially admitting the action The F.S.A. appeal was rejected

Pag. 106

	Certified by BRD - Groupe Société Générale S.A. Bucharest STATEMENT
	OF ASSETS AND LIABILITIES OF TRANSILVANIA INVESTMENTS ALLIANCE
	as of 31.12.2024 - RECALCULATED
		RON	% of total assets
1	Intangible Assets	77,016.44
2	Tangible Assets	19,203,165.64
3	Investment Property	0.00
4	Biological Assets	0.00
5	Right-Of-Use Assets Under Leases	1,162,588.68
6	Financial Assets, out of which:	1,884,669,353.85	97.81
6.1	Financial Assets at Amortized Cost, out of which:	7,554,911.50
6.1.1	Accounts Receivable from Share Sales to be settled during the next month	7,357,010.30
6.2	Financial Assets at Fair Value through Profit or Loss	849,927,641.92	44.11
6.2.1	Shares	709,366,217.88	36.81
6.2.1.1	Listed Shares	606,835,646.79	31.49
6.2.1.1.1	Shares Listed on Romanian Markets	606,835,646.79	31.49
6.2.1.1.2	Shares Listed on Markets in EU Member States	0.00
6.2.1.1.3	Shares Listed on Markets in Third Countries	0.00
6.2.1.3	Unlisted Shares	102,530,571.09
6.2.1.3.1	Domestic Unlisted Shares	102,530,571.09
6.2.1.3.2	Foreign Unlisted Shares	0.00
6.2.2	UCITS and/or AIF Equity Securities	22,679,438.23
6.2.2.1	Listed Shares	0.00
6.2.2.2	Listed Fund Units	0.00
6.2.2.2.1	Fund Units Listed on Romanian Markets	0.00
6.2.2.2.2	Fund Units Listed on Markets in EU Member States	0.00
6.2.2.2.3	Fund Units Listed on Markets in Third Countries	0.00
6.2.2.3	Unlisted Fund Units	22,679,438.23
6.2.3	Bonds	117,881,985.81
6.2.3.1	Municipal Bonds	0.00
6.2.3.2	Corporate Bonds	0.00
6.2.3.2.1	Listed Corporate Bonds	0.00
6.2.3.3	Government securities	117,881,985.81
6.3	Financial Assets at Fair Value Through Other Comprehensive Income	1,027,186,800.43
6.3.1	Shares	882,530,077.67	45.80
6.3.1.1	Listed Shares	869,637,863.21	45.13
6.3.1.1.1	Shares Listed on Romanian Markets	869,637,863.21
6.3.1.1.2	Shares Listed on Markets in EU Member States	0.00

According to the F.S.A. Regulation no. 7/2020

6.3.1.1.3	Shares Listed on Markets in Third Countries	0.00
6.3.1.3	Unlisted Shares	12,892,214.46
6.3.2	UCITS and/or AIF Equity Securities	144,433,336.29
6.3.2.1	Listed Shares	59,645,389.76
6.3.2.2	Unlisted Shares	0.00
6.3.2.3	Equity Holdings	84,787,946.53
6.3.3	Equity interests	223,386.47
7	Cash and Cash Equivalents	1,756,502.82
7.1	Cash and cash equivalents - current accounts	1,756,502.82
7.2	Credit line used	0.00
8	Bank Deposits	16,749,446.04
9	Other Assets	2,884,150.47
9.1	Dividends or Other Accounts Receivable	0.00
9.2	Newly issued securities out of which:	0.00
9.2.1	Government securities	0.00
9.3	Other Assets	2,884,150.47
10	Prepaid Expenses	455,715.30
11	TOTAL ASSETS	1,926,957,939.24	100.00
12	TOTAL LIABILITIES, out of which:	95,287,944.54	#Error
12.1	Financial Assets at Amortized Cost	24,429,201.84	#Error
12.1.1	Dividends Payable	20,641,471.36	#Error
12.1.2	Amounts Owed to Credit and Leasing Institutions	1,384,287.40	#Error
12.1.3	Trade Payables	2,321,270.69	#Error
12.1.4	Advance Payments from Customers	10.00	#Error
12.1.5	Accounts Payable to Companies within the Group	25,684.45	#Error
12.1.6	Accounts Payable Related to Participation Interests	422.05	#Error
12.1.7	Accounts Payable for Share Acquisitions to be settled during next month	56,055.89	#Error
12.2	Deferred Income Tax Liabilities	68,600,610.70	#Error
12.3	Other Liabilities- total, out of which:	2,258,132.00	#Error
12.3.1	Amounts Subscribed and Not Paid -In to Share Capital Increases and Bond Issues	0.00	#Error
12.3.2	Other Liabilities	2,258,132.00	#Error
13	Provisions for Risks and Taxes	930,497.00	#Error
14	Deferred Income	0.00	#Error
15	Shareholders' Equity, out of which:	1,830,739,498.07	#Error
15.1	Subscribed and Paid-in Share Capital	216,244,379.70	#Error
15.2	Equity- related Items	0.00	#Error
15.3	Other Shareholders' Equity Items	359,794,658.52	#Error

15.3.1	Changes in the Fair Value of Non-Monetary Financial Assets Measured at Fair Value through Other Comprehensive Income	356,430,951.98	#Error
15.4	Capital-Related Premium	0.00	#Error
15.5	Revaluation Reserves	15,473,664.97	#Error
15.6	Reserves	1,020,693,185.39	#Error
15.7	Own Shares	-13,872,296.05	#Error
15.8	Retained Earnings	184,367,700.15	#Error
15.9	Profit (Loss) For the Period	48,038,205.39	#Error
15.10	Profit Appropriation	0.00	#Error
16	NET ASSET VALUE	1,830,739,497.70	#Error
17	NUMBER OF SHARES ISSUED AND OUTSTANDING*	2,123,213,818	#Error
18	NET ASSET VALUE PER SHARE (RON/share)	0.8622	#Error
19	Number of Companies in Portfolio - total, out of which:	64	#Error
19.1	Companies Admitted to Trading on an EU Trading Venue	40	#Error
19.2	Companies Admitted to Trading on a Stock Exchange in a Third Country	0	#Error
19.3	Companies Not Admitted to Trading	24	#Error
20	Number of Investment Funds in which the Company holds Fund Units - total, of which:	5	#Error
20.1	Number of Open-End Investment Funds	3	#Error
20.2	Number of Closed-End Investment Funds	2	#Error
21	Newly issued securities (Number of Companies)	0	#Error
22	Number of Investment Funds in which the Company holds Equity Holdings	1	#Error

* In accordance with art. 47 para. (4) of the F.S.A. Regulation no. 7/2020 regarding the NAVPS calculation, this position represents: "the number of shares issued and outstanding as at that date, excluding the own shares redeemed by the Company.

Note: The methodology for the calculation of the net asset value is available on the Company's website: www.transilvaniainvestments.ro – "Rules and methods regarding the valuation of TRANSILVANIA INVESTMENTS ALLIANCE's financial assets".

Executive President, Marius Adrian Moldovan

Executive Vice-President, Stela Corpacian

Financial Department, Head of Department, Veres Diana

Portfolio Monitoring Department Head of Department, Eugen Răzvan Popa

Compliance Director, Mihaela-Corina Stoica

CERTIFIED BY THE DEPOSITORY COMPANY BRD-Groupe Societe Generale S.A. Bucuresti SECURITIES DIVISION Director Claudia IONESCU Verified by ____________

Pag. 108

Annex drafted in accordance with art. 38 para. (4) of Law no. 243/2019

TRANSILVANIA INVESTMENTS ALLIANCE's portfolio assets valuated based on valuation methods in accordance with the International Valuation Standards, as at 31.12.2024
Pos.	Tax Code	Company name	Symbol	No. of shares		Value	Valuation Report
				held	RON / share	Total value	Number and Date


	Listed on AeRO (SMT/SOT)
	1 1102041	ARO-PALACE SA	ARO	345,704,600	0.2570	88,846,082.20	1144 / 27.02.2025
	2 23058338	CASA ALBA INDEPENDENTA SIBIU	CAIN	782,468	58.6317	45,877,429.04	1145 / 27.02.2025
	3 327763	COCOR SA	COCR	30,911	125.2021	3,870,122.11	1146 / 27.02.2025
	4 742395	DORNA TURISM SA	DOIS	455,793	6.9454	3,165,664.70	8963 / 23.12.2024
	5 1118838	DUPLEX SA	DUPX	32,772	17.4059	570,426.15	4211 / 28.06.2024
	6 803115	EMAILUL SA	EMAI	729,551	3.1118	2,270,216.80	1148 / 27.02.2025
	7 752	FEPER SA	FEP	312,123,729	0.1765	55,089,838.17	1189 / 28.02.2025
	8 2577677	INDEPENDENTA SA	INTA	1,530,636	13.9670	21,378,393.01	1149 / 27.02.2025
	9 1122928	MECANICA CODLEA SA	MEOY	60,156,150	0.1020	6,135,927.30	1152 / 27.02.2025
	10 1113237	MECON SA	MECP	58,966	15.2723	900,546.44	8968 / 23.12.2024
	11 2423562	NEPTUN-OLIMP SA	NEOL	30,194,757	0.2098	6,334,860.02	1153 / 27.02.2025
	12 1108834	ROMRADIATOARE SA BRASOV	RRD	11,477,141	0.6630	7,609,344.48	1155 / 27.02.2025
	13 790619	SEMBRAZ SA	SEBZ	719,900	5.0385	3,627,216.15	8970 / 23.12.2024
	14 14686600	SERVICE NEPTUN 2002 SA	SECE	3,610,420	0.5431	1,960,819.10	5774 / 30.08.2024

Pag. 109/133

Pag. 110

	15 9845734	TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV	TSLA	489,989,149	0.0676	33,123,266.47	1159 / 27.02.2025
	16 1849307	TRATAMENT BALNEAR BUZIAS SA	BALN	145,615,772	0.0338	4,921,813.09	1160 / 27.02.2025
	17 559747	TURISM COVASNA SA	TUAA	439,760,355	0.0763	33,553,715.09	1161 / 27.02.2025
	18 4241753	TUSNAD SA	TSND	250,123,400	0.0693	17,333,551.62	1163 / 27.02.2025

Unlisted
	19 14662474	APOLLO ESTIVAL 2002 SA		2,350,890	1.3510	3,176,052.39	4208 / 28.06.2024
	20 405195	ARCOM S.A. BUCURESTI		667	11.4662	7,647.96	4209 / 28.06.2024
	21 41850416	CCP.RO BUCHAREST S.A.		197,232	6.3770	1,257,748.46	4210 / 28.06.2024
	22 1559737	CONTINENTAL HOTELS SA BUCURESTI		2,729,171	3.3532	9,151,456.20	1147 / 27.02.2025
	23 9638020	DEPOZITARUL CENTRAL SA BUCURESTI		10,128,748	0.1223	1,238,745.88	8961 / 23.12.2024
	24 1170151	FERMIT SA		151,468	7.2639	1,100,248.41	8965 / 23.12.2024
	25 18846755	GRUP BIANCA TRANS SA		8,983,920	0.1722	1,547,031.02	8966 / 23.12.2024
	26 8012400	INTERNATIONAL TRADE&LOGISTIC CENTER SA		81,708,428	0.1184	9,674,277.88	1151 / 27.02.2025
	27 42630141	KOGNITIVE MANUFACTURING TECH S.R.L.		238	938.5986	223,386.47	4212 / 28.06.2024
	28 49303350	NOVA TOURISM CONSORTIUM SA		9,035,154	3.6414	32,900,609.78	1652 / 19.03.2025
	29 33782418	SOCIETATEA DE INVESTITII CERTINVEST IMM S.A.		1,125	121.2156	136,367.55	4214 / 28.06.2024
	30 2577839	SOFT APLICATIV SI SERVICII SA		51,996	27.0722	1,407,646.11	8971 / 23.12.2024
	31 14630120	TOMIS ESTIVAL 2002 SA		522,893	1.8310	957,417.08	8973 / 23.12.2024
	32 46047311	TRANSILVANIA INVESTMENTS ALLIANCE EQUITY S.A.		1,270,989	7.5586	9,606,897.46	1156 / 27.02.2025
	33 7800027	TRANSILVANIA INVESTMENTS ALLIANCE REAL ESTATE SA		153,410	118.4628	18,173,378.15	1157 / 27.02.2025

34 32947925 TRANSILVANIA INVESTMENTS 149,997 7.8935 1,184,001.32 RESTRUCTURING SA 35 26261034 TURISM LOTUS FELIX SA 484,853,142 0.0493 23,903,259.90
1158 / 27.02.2025 1162 / 27.02.2025

Explanatory note:

For the holdings whose value is estimated based on a valuation report, the valuation approaches and methodology used are those defined by the valuation standards in force, these being included in the 'Asset valuation policy and procedure.'

Transilvania Investments Alliance's leverage and exposure, calculated in accordance with the Regulation (EU) no. 231/2013

Method	Leverage ratio	Exposure
Gross method	104.27%	1,908,957,374
Commitment method	105.26%	1,926,957,939

EXECUTIVE PRESIDENT MARIUS ADRIAN MOLDOVAN EXECUTIVE VICE-PRESIDENT STELA CORPACIAN

Portfolio Monitoring Department Head of Department, POPA EUGEN RĂZVAN

Certified by BRD-Groupe Societe Generale S.A. Securities Division Director: Claudia IONESCU

Caption

YES* = Third-party evaluator

YES** = TRANSILVANIA INVESTMENTS ALLIANCE

Remark = Valuation report + correction according to corporate event

Note: This statement is prepared only for companies whose share price used for the calculation of the Net Asset Value was determined based on a Valuation Report.

Pag. 111/133

Pag. 112

According to Annex no. 11 to the F.S.A. Regulation no. 7/2024

DETAILED STATEMENT OF INVESTMENTS AS AT 31.12.2024

Item	STATEMENT OF ASSETS AND LIABILITIES AS AT 31.12.2024 Beginning of the reporting period (31.12.2023) End of the reporting period (31.12.2024)

	% of net assets	% of total assets	Currency	RON	% of net assets
1 I. Total assets	105.265	100.000	72,226,999	1,751,773,931	105.256
2 I.1. Securities and money market instruments, out of which:	85.663	81.378	0	1,484,339,496	83.972
3 I.1.1. Securities and money market instruments admitted to trading or traded within a trading venue in Romania, out of which:	85.663	81.378	0	1,484,339,496	83.972
4 I.1.1.1. - Shares	83.663	79.478	0	1,449,678,769	80.649
5 I.1.1.2. - Bonds	0.000	0.000	0	0	0.000
6 I.1.1.3. - Government securities	2.000	1.900	0	34,660,727	3.323
7 I.1.2. Securities and money market instruments admitted to trading or traded within a trading venue in a member state, out of which:	0.000	0.000	0	0	0.000
8 I.1.2.1. - Shares	0.000	0.000	0	0	0.000
9 I.1.2.2. - Bonds	0.000	0.000	0	0	0.000
10 I.1.2.3. - Government securities	0.000	0.000	0	0	0.000
11 I.1.3. securities and money market instruments admitted to the official listing of a stock exchange from a third country that operates regularly and is recognized and open to the public, approved by the F.S.A., of which:	0.000	0.000	0	0	0.000
12 I.1.3.1. - Shares	0.000	0.000	0	0	0.000
13 I.1.3.2. - Bonds	0.000	0.000	0	0	0.000
14 I.1.3.3. - Government securities	0.000	0.000	0	0	0.000
15 I.2. Newly issued securities, out of which:	0.000	0.000	0	0	0.000
16 I.2.1. - Government securities	0.000	0.000	0	0	0.000
17 I.3. Other securities and money market instruments, out of which:	10.116	9.610	0	175,282,653	6.305

18 I.3.1. - Unlisted shares	10.116	9.610	0	175,282,653	6.305
19 I.3.2. - Unlisted bonds	0.000	0.000	0	0	0.000
20 I.4. Bank deposits, out of which:	3.285	3.121	0	56,929,249	0.915
21 I.4.1. Bank deposits set up with credit institutions in Romania	3.285	3.121	0	56,929,249	0.915
22 I.4.2. Bank deposits set up with credit institutions in a Member State	0.000	0.000	0	0	0.000
23 I.4.3. Bank deposits set up with credit institutions in a Third Country	0.000	0.000	0	0	0.000
24 I.5. Derivatives traded on a regulated market	0.000	0.000	0	0	0.000
25 I.6. Current accounts and cash	0.189	0.179	1,962,913	1,310,340	0.096
26 I.6.1. Cash and cash equivalents - current accounts	0.189	0.179	1,962,913	1,310,340	0.096
27 I.6.2. Credit line used	0.000	0.000	0	0	0.000
28 I.7. Money market instruments, other than those traded on a regulated market, in accordance with art. 35, paragraph (1) letter g) of Law no. 243/2019 - Repo type contracts on securities	1.021	0.970	0	17,686,793	3.116
29 I.7.1. Government securities	1.021	0.970	0	17,686,793	3.116
30 I.8. AIF/UCITS equity securities	8.795	8.355	70,252,769	82,146,716	9.128
31 I.8.1. Shares listed on the stock exchange	3.565	3.386	0	61,765,614	3.258
32 I.8.2. Fund units - Investment Funds	1.176	1.117	0	20,381,102	1.239
33 I.8.3. - Equity holdings	4.054	3.852	70,252,769	0	4.631
34 I.9. Structured products	0.000	0.000	0	0	0.000
35 I.10. Equity interests	0.017	0.016	0	295,747	0.012
36 I.11. Dividends or other receivable rights	0.000	0.000	0	0	0.000
37 I.12. Preemptive/assignment rights	0.000	0.000	0	0	0.000
38 I.13. Other assets (amounts in transit, amounts at distributors, amounts at financial investment service firms, tangible and intangible assets, receivables etc.)	-3.821	-3.630	11,317	-66,217,063	1.712

Pag. 113/133

Pag. 114

39 II. Total liabilities	5.265	5.002	0	91,234,823	5.256
40 II.1. Fees due to the A.I.F.M.	0.000	0.000	0	0	0.000
41 II.2. Fees due to the Depositary	0.002	0.002	0	28,665	0.002
42 II.3. Fees due to the intermediaries	0.000	0.000	0	0	0.000
43 II.4. Turnover fees and other bank service fees	0.000	0.000	0	0	0.000
44 II.5. Interest expense	0.058	0.055	0	1,009,620	0.076
45 II.6. Issue expense	0.000	0.000	0	0	0.000
46 II.7. Fees and tariffs owed to the F.S.A.	0.008	0.007	0	131,050	0.008
47 II.8. Financial auditing expenses	0.000	0.000	0	0	0.000
48 II.9. Other approved expenses	5.198	4.938	0	90,065,488	5.171
49 II.10. Redemptions payable	0.000	0.000	0	0	0.000
50 II.11. Other liabilities	#Error	#Error	#Error	#Error	0.000
51 III. Net Asset Value (I-II)	100.000	94.998	72,226,999	1,660,539,108	100.000

Net Asset Value per Share
Item	Current period (31.12.2024)	Corresponding period of the previous year (31.12.2023)
Net asset value (RON)	1,830,739,497.70	1,732,766,108.50
Number of outstanding shares*, total, out of which held by:	2,123,213,818	2,160,945,797
- Individuals	1,098,275,979	1,099,021,128
- Legal entities	1,024,937,839	1,061,924,669
Own shares bought-back by the Company, total, out of which:	39,229,979	1,498,000
- under settlement at the end of the month	148,000
NET ASSET VALUE PER SHARE (RON/share)	0.8622
Number of investors, of which:	6,954,164	6,956,832
- Individuals	6,953,940	6,956,593
- Legal entities	224

* In accordance with art. 47 para. (4) of the F.S.A. Regulation no.7/2020 regarding the NAVPS calculation, this position represents: "the number of shares issued and outstanding as at that date, excluding the own shares redeemed by the Company."

DETAILED STATEMENT OF INVESTMENTS

I. Securities admitted to or traded within a trading venue in Romania

1. Shares traded during the last 30 trading days (working days)

Pag. 115/133

Pag. 116

Issuer	Symbol	Date of last trading session	No. of shares held	Nominal value	Share value


				RON	RON
1 ARO-PALACE SA *	ARO	23.12.2024	345,704,600	0.1000
2 AROBS TRANSILVANIA SOFTWARE S.A.	AROBS	30.12.2024	4,878,048	0.1000
3 BANCA TRANSILVANIA SA	TLV	30.12.2024	15,206,686	10.0000
4 BRD - GROUPE SOCIETE GENERALE S.A.	BRD	30.12.2024	12,606,965	1.0000
5 BURSA DE VALORI BUCURESTI SA	BVB	30.12.2024	680,547	10.0000
6 CASA ALBA INDEPENDENTA SIBIU *	CAIN	11.12.2024	782,468	2.5000
7 COMPA SA SIBIU	CMP	30.12.2024	3,353,936	0.1000
8 DIGI Communications N.V.	DIGI	30.12.2024	149,489	0.0497
9 DORNA TURISM SA *	DOIS	30.12.2024	455,793	2.5000
10 DUPLEX SA *	DUPX	13.11.2024	32,772	2.5000
11 EMAILUL SA *	EMAI	27.12.2024	729,551	2.5000
12 EVERGENT INVESTMENTS S.A.	EVER	30.12.2024	38,929,420	0.1000
13 FEPER SA *	FEP	30.12.2024	312,123,729	0.1000
14 FONDUL PROPRIETATEA SA	FP	30.12.2024	7,679,817	0.5200
15 HOLDE AGRI INVEST S.A.	HAI	30.12.2024	2,229,789	1.0000
16 INDEPENDENTA SA *	INTA	18.12.2024	1,530,636	2.5000
17 MECANICA CODLEA SA *	MEOY	30.12.2024	60,156,150	0.1000
18 MECON SA *	MECP	06.12.2024	58,966	11.6000
19 MED LIFE S.A.	M	30.12.2024	197,523	0.2500
20 NEPTUN-OLIMP SA *	NEOL	30.12.2024	30,194,757	0.1000
21 OMV PETROM SA BUCURESTI	SNP	30.12.2024	205,338,464	0.1000
22 ONE UNITED PROPERTIES	ONE	30.12.2024	6,703,437	0.2000
23 PROSPECTIUNI SA BUCURESTI	PRSN	30.12.2024	41,129,011	0.1000
24 PURCARI WINERIES PUBLIC COMPANY Ltd	WINE	30.12.2024	380,000	0.0497
25 Premier Energy PLC	PE	30.12.2024	244,577	0.0050
26 ROMRADIATOARE SA BRASOV *	RRD	16.12.2024	11,477,141	1.6300
27 S.N.G.N. ROMGAZ S.A.	SNG	30.12.2024	2,508,628	1.0000

	28 S.N.T.G.N. TRANSGAZ SA	TGN	30.12.2024	295,906	10.0000
	29 S.P.E.E.H. HIDROELECTRICA SA	H2O	30.12.2024	136,382	10.0000
	30 SEMBRAZ SA *	SEBZ	22.11.2024	719,900	2.0000
	31 SOCIETATEA ENERGETICA ELECTRICA SA	EL	30.12.2024	488,825	10.0000
	32 TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV *	TSLA	30.12.2024	489,989,149	0.1000
	33 TRATAMENT BALNEAR BUZIAS SA *	BALN	27.12.2024	145,615,772	0.1000
	34 TURISM COVASNA SA *	TUAA	06.12.2024	439,760,355	0.1000
	35 TURISM FELIX SA	TUFE	30.12.2024	460,174,717	0.1000
	36 TURISM, HOTELURI, RESTAURANTE MAREA NEAGRA SA	EFO	30.12.2024	226,942,937	0.1000
	37 TUSNAD SA *	TSND	30.12.2024	250,123,400	0.1000
TOTAL

Pag. 117/133

Pag. 118

* in accordance with the Fund Rules, at the fair value determined based on a Valuation Report according to the valuation standards ** in accordance with the Fund Rules, at 0 (zero) value – companies undergoing judicial reorganization

2. Shares not traded during the last 30 trading days (working days)

No.	Issuer	Symbol	Date of last trading session	No. of shares held	Nominal value

					RON
	1 BIROUL DE TURISM PENTRU TINERET (BTT) SA	BIBU	08.11.2024	576,540	2.5000
	2 COCOR SA	COCR	16.10.2024	30,911	40.0000
	3 SERVICE NEPTUN 2002 SA	SECE	25.10.2024	3,610,420	0.1000
TOTAL

3. Shares not traded during the last 30 trading days (working days) for which the financial statements are not obtained within 90 days from the legal submission dates

Not applicable

4. Preemptive / assignment rights

Not applicable

5. Bonds admitted to trading, issued or guaranteed by local public administration authorities / corporate bonds Not applicable

6. Bonds admitted to trading, issued or guaranteed by central public administration authorities

Series	Date of last trading session	No. of bonds held	Acquisition date	Coupon date	Coupon maturity date	Initial value	Daily increase	Accrued interest	Accrued Discount / premium
						RON	RON	RON	RON
RO1425DBN029	31.12.2024	1,000	06.12.2024	24.02.2024	24.02.2025	4,982,214.78	648.91	201,810.10	#Error
RO1425DBN029	31.12.2024	3,000	09.12.2024	24.02.2024	24.02.2025	14,950,138.39	1,946.72	605,430.30	#Error
RO1425DBN029	31.12.2024	600	17.12.2024	24.02.2024	24.02.2025	2,989,807.77	389.34	121,086.06	#Error
RODD24CXRK47	31.12.2024	100	02.10.2023	28.07.2024	28.07.2025	478,333.64	50.00	7,800.00	#Error
RODD24CXRK47	31.12.2024	500	02.10.2023	28.07.2024	28.07.2025	2,391,668.20	250.00	39,000.00	#Error
RODD24CXRK47	31.12.2024	1,000	19.10.2023	28.07.2024	28.07.2025	4,788,238.27	500.00	78,000.00	#Error
RODD24CXRK47	31.12.2024	800	14.12.2023	28.07.2024	28.07.2025	3,859,921.13	400.00	62,400.00	#Error
RODD24CXRK47	31.12.2024	600	27.12.2023	28.07.2024	28.07.2025	2,896,782.38	300.00	46,800.00	#Error
RODD24CXRK47	31.12.2024	400	26.04.2024	28.07.2024	28.07.2025	1,945,439.51	200.00	31,200.00	#Error
RODD24CXRK47	31.12.2024	4,000	05.12.2024	28.07.2024	28.07.2025	19,648,978.04	2,000.00	312,000.00	#Error
TOTAL

According to the Fund Rules, at fair value determined based on MID prices (accessed from Bloomberg- BVAL platform)

Note: For fixed-income instruments, the following valuation methods according to the Fund Rules are used:

MID prices (accessed from Bloomberg-BVAL platform)
Fair value measurement methods, according to the established valuation techniques.

7. Other securities admitted to trading on a regulated market

Not applicable

8. Amounts under settlement for securities admitted to trading or traded within a trading venue in Romania

Pag. 119/133

Pag. 120

No.	Issuer	Securities' type	Symbol	Unit value	No. of securities traded	Total value
				RON		RON
	1 BANCA TRANSILVANIA SA	Shares	TLV	27.0526	95,000	2,570,000.00
	2 BRD - GROUPE SOCIETE GENERALE S.A.	Shares	BRD	18.8011	2,882	54,184.78
	3 DIGI Communications N.V.	Shares	DIGI	64.1205	9,102	583,624.80
	4 HOLDE AGRI INVEST S.A.	Shares	HAI	0.5114	6,362	3,253.42
	5 MED LIFE S.A.	Shares	M	5.8000	26,300	152,540.00
	6 OMV PETROM SA BUCURESTI	Shares	SNP	0.7088	4,000,000	2,835,243.14
	7 S.N.G.N. ROMGAZ S.A.	Shares	SNG	5.1823	223,483	1,158,164.16
	8 TRANSILVANIA INVESTMENTS ALLIANCE	Shares	TRANSI	0.3788	-148,000	-56,055.89
TOTAL						7,300,954.41

II. Securities admitted to trading or traded within a trading venue in another member state

1. Shares traded during the last 30 trading days (working days)

Not applicable

2. Bonds admitted to trading, issued or guaranteed by local public administration authorities / corporate bonds

Not applicable

3. Bonds admitted to trading, issued or guaranteed by central public administration authorities

Not applicable

According to the Fund Rules, at fair value determined based on MID prices (accessed from Bloomberg - BVAL platform).

4.Other securities admitted to trading within a trading venue in another member state

Not applicable

5. Amounts under settlement for securities admitted to trading or traded within a trading venue in another member state Not applicable

III. Securities admitted to trading or traded on an exchange in a third country

1.Shares traded during the last 30 trading days (working days) Not applicable

2. Bonds admitted to trading, issued or guaranteed by local public administration authorities / corporate bonds, traded during the last 30 trading days

Not applicable

3. Other securities admitted to trading on an exchange in a third country

Not applicable

4. Amounts under settlement for securities admitted to trading or traded on an exchange in a third country Not applicable

IV. Money market instruments admitted to trading or traded on a trading venue in Romania Not applicable

Amounts under settlement for money market instruments admitted to trading or traded on a trading venue in Romania Not applicable

V. Money market instruments admitted to trading or traded on a trading venue in another member state Not applicable

Pag. 121/133

Pag. 122

Amounts under settlement for money market instruments admitted to trading or traded on a trading venue in another member state Not applicable

VI. Money market instruments admitted to trading or traded on an exchange in a third country Not applicable

Amounts under settlement for money market instruments admitted to trading or traded on an exchange in a third country Not applicable

VII. Newly issued securities 1. Newly issued shares Not applicable

2. Newly issued bonds

Not applicable

According to the Fund Rules, at fair value determined based on MID prices (accessed from Bloomberg - BVAL platform).

3. Preemptive rights (after registration with the central depositary, prior to admission to trading) Not applicable

VIII. Other securities and money market instruments

VIII.1 Other securities

1. Shares not admitted to trading

No.	Issuer	No. of shares	Nominal value	Share value
		held


			RON
	1 APOLLO ESTIVAL 2002 SA	2,350,890	0.1000	1.3510
	2 ARCOM S.A. BUCURESTI	667	7.2100	11.4662
	3 CCP.RO BUCHAREST S.A.	197,232	10.0000	6.3770
	4 CONTINENTAL HOTELS SA BUCURESTI	2,729,171	3.3000	3.3532
	5 DEPOZITARUL CENTRAL SA BUCURESTI	10,128,748	0.1000	0.1223
	6 FELAM SA	374,907	2.5000	0.0000
	7 FERMIT SA	151,468	2.5000	7.2639
	8 GRUP BIANCA TRANS SA	8,983,920	0.1000	0.1722
	9 ICIM SA	29,748	2.5000	0.0000
	10 INTERNATIONAL TRADE&LOGISTIC CENTER SA	81,708,428	0.1000	0.1184
	11 MECANICA SA	422,503	2.5000	0.0000
	12 NOVA TOURISM CONSORTIUM SA	9,035,154	10.0000	3.6414
	13 ORGANE DE ASAMBLARE SA	12,984,511	0.1000	0.0000
	14 PRAHOVA ESTIVAL 2002 SA	1,288,584	0.1000	0.0000
	15 ROMAGRIBUZ VERGULEASA SA	280,631	2.5000	0.0000
	16 SOCIETATEA DE INVESTITII CERTINVEST IMM S.A.	1,125	200.0000	121.2156
	17 SOFT APLICATIV SI SERVICII SA	51,996	2.5000	27.0722
	18 TOMIS ESTIVAL 2002 SA	522,893	0.1000	1.8310
	19 TRANSILVANIA HOTELS & TRAVEL S.A.	1,123,180	2.5000	0.0000
	20 TRANSILVANIA INVESTMENTS ALLIANCE EQUITY S.A.	1,270,989	10.0000	7.5586
	21 TRANSILVANIA INVESTMENTS ALLIANCE REAL ESTATE SA	153,410	100.0000	118.4628
	22 TRANSILVANIA INVESTMENTS RESTRUCTURING SA	149,997	10.0000	7.8935
	23 TURISM LOTUS FELIX SA	484,853,142	0.1000	0.0493
TOTAL

Pag. 123/133

Pag. 124

2. Shares traded within other systems than regulated markets

Not applicable

3. Shares not admitted to trading measured at zero value (lack of updated financial statements submitted to the Trade Register) Not applicable

4. Bonds not admitted to trading Not applicable

5. Amounts under settlement for shares traded within other systems than regulated markets Not applicable

VIII.2. Other money market instruments referred

1. Commercial papers Not applicable

IX. Current accounts and cash

1. Current accounts and cash, in RON

No. Bank name	Present value
	RON
BANCA COMERCIALA ROMANA SA Sucursala BRASOV
1 RO08RNCB0053008581440001	97,245.77
Total BANCA COMERCIALA ROMANA SA Sucursala BRASOV	97,245.77
BANCA TRANSILVANIA SA
2 RO72BTRLRONDISB000739801	165,788.92
3 RO45BTRLRONDISB000707501	692,758.02
4 RO40BTRLRONVBSG422456702	3,052.25
5 RO67BTRLRONVBSG422456701	3,031.21
6 RO74BTRLRONCRT0422456702	8,556.55
7 RO04BTRLRONCRT0422456701	259,240.69
Total BANCA TRANSILVANIA SA	1,132,427.64
BRD - GROUPE SOCIETE GENERALE S.A.
8 RO12BRDE080SV08838330800	1,131.67
Total BRD - GROUPE SOCIETE GENERALE S.A.	1,131.67
ING BANK
9 RO37INGB5011999910727282	2,976.06
10 RO97INGB5011999916239682	6,735.38
11 RO27INGB0009008221788911	410.13
12 RO85INGB0009008122758918	242.83
13 RO10INGB5011999910727283	7,188.27
Total ING BANK	17,552.67

Pag. 125/133

Pag. 126

TRANSILVANIA INVESTMENTS ALLIANCE
	14 Casa	2,761.39
	Total TRANSILVANIA INVESTMENTS ALLIANCE	2,761.39
TOTAL		1,251,119.14

No.	Bank name	Present value	NBR exchange rate
		Currency
Current accounts and cash in EUR
	1 BANCA COMERCIALA ROMANA SA - RO78RNCB0053008581440002	5,020.03	4.9741
	2 BRD - GROUPE SOCIETE GENERALE S.A. - RO90BRDE080SV27929280800	50,135.51	4.9741
	3 ING BANK - RO34INGB0009008122750718	39,111.63	4.9741
Current accounts and cash in GBP
	1 BANCA COMERCIALA ROMANA SA - RO29RNCB0053008581442242	96.49	5.9951
Current accounts and cash in USD
	1 BANCA COMERCIALA ROMANA SA - RO67RNCB0053008581440006	93.45	4.7768
	2 BRD - GROUPE SOCIETE GENERALE S.A. - RO58BRDE080SV35468760800	7,424.32	4.7768
TOTAL

2. Current accounts and cash, in foreign currency

X. Bank deposits by categories: deposits set up with credit institutions in Romania / in another Member State / in a Third Country

1. Bank deposits in RON

Pag. 127/133

Pag. 128

No.	Bank name	Set up date	Maturity date	Initial value	Daily increase Accrued interest
				RON	RON
BANCA COMERCIALA ROMANA SA
	1 BANCA COMERCIALA ROMANA SA	18.12.2024	08.01.2025	5,000,000.00	743.06
	2 BANCA COMERCIALA ROMANA SA	23.12.2024	20.01.2025	3,300,000.00	492.25
	Total BANCA COMERCIALA ROMANA SA
	BRD - GROUPE SOCIETE GENERALE S.A.
	1 BRD - GROUPE SOCIETE GENERALE S.A.	23.12.2024	08.01.2025	2,000,000.00	250.00
	2 BRD - GROUPE SOCIETE GENERALE S.A.	30.12.2024	13.01.2025	3,400,000.00	472.22
	3 BRD - GROUPE SOCIETE GENERALE S.A.	31.12.2024	14.01.2025	2,858,000.00	396.94
Total BRD - GROUPE SOCIETE GENERALE S.A.
ING BANK
	1 ING BANK	31.12.2024	03.01.2025	173,000.00	21.63
Total ING BANK
TOTAL

2. Bank deposits in foreign currency

Not applicable

XI. Derivatives traded on a regulated market

- by categories: on a trading venue in Romania / in a member state / on an exchange in a third country 1. Futures contracts Not applicable

2. Options

Not applicable

3. Amounts under settlement for derivatives traded on a regulated market Not applicable

XII. Derivatives negotiated outside the regulated markets

1. Forward contracts

Not applicable

2. Swaps contracts

valuation based on quotation

Not applicable

valuation based on the determination of the present value of payments under the contract Not applicable

3. Contracts for difference (CFD) Not applicable

4. Other derivative contracts in relation to securities, currencies, interest or profitability rates or other derivatives, financial indexes or indicators/other derivative contracts in relation to commodities that must be settled in cash or can be settled in cash at the request of one of the parties Not applicable

XIII. Money market instruments, other than those traded on a regulated market, in accordance with art. 35, paragraph (1) letter g) of Law no. 243/2019 1. Bonds issued by central public administration authorities (Government bonds)

Series	No. of bonds held	Acquisition date	Coupon date	Coupon maturity date	Initial value	Daily increase	Accrued interest	Accrued Discount / premium	Market price
					RON	RON	RON	RON	%
RO7P95F9FNY6	600	24.10.2022	25.10.2024	25.10.2025	2,184,586.46	205.48	13,767.12	#Error	88.6180
RO7P95F9FNY6	600	18.01.2023	25.10.2024	25.10.2025	2,441,410.65	205.48	13,767.12	#Error	88.6180
RO7P95F9FNY6	600	14.02.2023	25.10.2024	25.10.2025	2,445,593.82	205.48	13,767.12	#Error	88.6180
RO7P95F9FNY6	900	27.12.2023	25.10.2024	25.10.2025	3,964,359.92	308.22	20,650.68	#Error	88.6180

Pag. 129/133

Pag. 130

RO7P95F9FNY6	800	10.01.2024	25.10.2024	25.10.2025	3,519,568.68	273.97	18,356.16	#Error	88.6180

RO7P95F9FNY6	1,000	23.07.2024	25.10.2024	25.10.2025	4,473,213.39	342.47	22,945.20	#Error	88.6180
ROJ0LNOCKHR8	1,400	11.12.2024	25.11.2024	25.11.2025	6,815,551.13	671.23	24,164.42	#Error	97.2410
ROJ0LNOCKHR8	1,400	17.12.2024	25.11.2024	25.11.2025	6,809,909.37	671.23	24,164.42	#Error	97.2410
RON7NMKOKQG2	1,400	26.03.2024	28.10.2024	28.10.2025	7,173,850.04	1,380.82	88,372.62	#Error	100.1930
RON7NMKOKQG2	1,200	25.04.2024	28.10.2024	28.10.2025	6,126,918.11	1,183.56	75,747.96	#Error	100.1930
RON7NMKOKQG2	1,200	26.06.2024	28.10.2024	28.10.2025	6,123,832.78	1,183.56	75,747.96	#Error	100.1930
RON7NMKOKQG2	800	19.07.2024	28.10.2024	28.10.2025	4,088,025.31	789.04	50,498.64	#Error	100.1930
TOTAL

According to the Fund Rules, at fair value determined based on MID prices (accessed from Bloomberg - BVAL platform).

XIV. UCITS/AIF equity securities

1. Equity securities denominated in RON

No.	Fund name	No. of fund units/shares held	Fund unit value (NAV per unit)	Market price	Total value
			RON	RON	RON
	1 BT MAXIM	527,797.325827	26.3630	#Error	13,914,320.90
	2 FDI GlobUS BlueChips	27,486.870000	13.7236	#Error	377,218.81
	3 FDI NAPOCA	413,086.580000	0.8992	#Error	371,447.45
	4 FIAIP Professional Globinvest	100.000000	10,906.7256	#Error	1,090,672.56
	5 FIAIR FONDUL PRIVAT COMERCIAL	11,932.550000	580.4106	#Error	6,925,778.51
Total

2. Equity securities denominated in foreign currency

No.	Fund name	No. of fund units / Equity holdings	Fund unit value (NAV per unit)	Market price	NBR exchange rate
			NAVPS currency	Currency	RON
	Equity securities denominated in EUR
1	CCL CEECAT Fund II SCSp	1.000000	17,045,887.0000	#Error
Total EUR
Total

3. Amounts under settlement for equity securities denominated in RON

Not applicable

4. Amounts under settlement for equity securities denominated in foreign currency

Not applicable

XV Equity interests

Issuer	No. of equity interests	Acquisition date	Unit value
			RON
1 KOGNITIVE MANUFACTURING TECH S.R.L.	238	23.02.2022	938.5986
TOTAL

XVI. Dividends or other receivable rights

1. Dividends receivable

Not applicable

Pag. 131/133

Pag. 132

2. Shares distributed without consideration in cash

Not applicable

3. Shares distributed with consideration in cash

Not applicable

4. Amounts payable for shares distributed with consideration in cash Not applicable

5. Preemptive rights (prior to admission to trading and after the trading period) Not applicable

Evolution of Net Asset Value and NAV per share during the last 3 reporting periods

	31.12.2022	31.12.2023
NET ASSET VALUE	1,358,162,931.79	1,732,766,108.50
NET ASSET VALUE PER SHARE (RON/share)	0.6310

CERTIFIED BY THE DEPOSITORY

BRD-Groupe Societe Generale S.A. Bucuresti

COMPANY

SECURITIES DIVISION Director Claudia IONESCU Verified by ____________

Transilvania Investments Alliance's leverage and exposure, calculated in accordance with the Regulation (EU) no. 231/2013 (in accordance with art. 38, para. (4) of Law no. 243/2019).

Method	Leverage ratio	Exposure value
Gross method	104.27%	1,908,957,374
Commitment method	105.26%	1,926,957,939

PRESEDINTE EXECUTIV, MOLDOVAN MARIUS ADRIAN

VICEPRESEDINTE EXECUTIV, CORPACIAN STELA

DEPARTAMENT FINANCIAR Sef departament, VERES DIANA

DEPARTAMENT MONITORIZARE PARTICIPATII Sef departament, POPA EUGEN RAZVAN

DIRECTOR DE CONFORMITATE, STOICA MIHAELA CORINA

Pag. 133/133

FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024

Prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS) and Financial Supervisory Authority Rule ("FSA") no. 39/2015 regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated and supervised by the FSA – Financial Investments and Instruments Sector, with subsequent amendments (herein after "FSA Rule no. 39/2015")

This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.

TRANSILVANIA INVESTMENTS ALLIANCE S.A. FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024

report takes precedence over this translation.

INDEPENDENT AUDITOR'S REPORT	1 – 5
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	6
STATEMENT OF FINANCIAL POSITION	7
STATEMENT OF CHANGES IN EQUITY	8 – 9
STATEMENT OF CASH FLOWS	10
NOTES TO THE FINANCIAL STATEMENTS	11 – 94

TRANSILVANIA INVESTMENTS ALLIANCE S.A. STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2024 (All amounts are expressed in RON, unless otherwise stated)

		December 31,	December 31,
Description	Note	2024	2023

Dividend income	4	71.519.153	98.477.235
Bank interest income		2.081.031	2.684.194
Interest income from government securities measured as financial assets at fair value through profit or loss
Net gain/ (loss) on financial assets at fair value through profit		4.684.343	1.913.399
or loss	5	4.216.832	153.310.939
Operating income	6	439.592	25.965.457

Total net income		82.940.951	282.351.224
Total employee benefit expense	7	(19.687.778)	(18.219.434)
Fees and commissions expense	8	(2.878.939)	(2.489.823)
Impairment of financial assets		39.267	1.666.921
Operating expenses	9	(10.555.025)	(12.706.597)
Finance costs		(17.481)	(39.273)
Net provision losses		-	1.207.201
Total expenses		(33.099.956)	(30.581.005)
Profit before tax		49.840.995	251.770.219
Income tax benefit	10	(1.802.790)	(14.728.512)
Profit for the year		48.038.205	237.041.707
Other comprehensive income/(loss):
Items that will not be reclassified to profit or loss:
Net gain/(loss) on revaluation of equity investments at fair value through other comprehensive income, net of deferred
tax	22	94.551.479	169.769.795
Increases/(Decreases) in revaluation reserve of property,
plant and equipment, net of deferred tax	23	52.211	107.940
Other comprehensive income/(loss) for the year		94.603.690	169.877.735

Total comprehensive income for the year		142.641.895	406.919.442
Earnings per Share	11	0,0224	0,1100
Diluted Earnings per Share	11	0,0224	0,1100
Authorized and signed at …………… by:

President of the Executive Board Head of Financial Department Moldovan Marius Adrian Vereș Diana

		December 31,	December 31,
	Note	2024	2023

Cash and cash equivalents Financial assets measured at fair value through	12	18.507.269	60.202.503
profit or loss	13	732.045.656	811.804.885
Government securities measured at fair value through
profit or loss		117.881.986	52.347.521
Financial assets measured at fair value through
other comprehensive income	14	1.027.186.801	875.074.595
Financial assets at amortised cost	15	7.554.912	2.955.488
Other assets	16	697.556	569.634
Income tax receivables		2.640.990
Intangible assets	17	77.016	124.564
Property, plant and equipment	17	19.203.166	20.018.840
Right of use assets under leases	18	1.162.589	902.902
Total assets		1.926.957.939	1.824.000.932

Financial liabilities	19	23.044.914	15.071.538
Lease liabilities	18	1.384.287	1.009.620
Deferred income tax liabilities	10	68.600.611	57.027.539
Current income tax liabilities	10	-	15.055.236
Other liabilities	20	2.552.792	2.435.052
Provisions for risks and expenses		635.838	635.838
Total liabilities		96.218.441	91.234.823

Share capital	21	216.244.380	216.244.380
Retained earnings Revaluation reserves on financial assets at fair value through		232.405.905	390.300.023
other comprehensive income	22	356.430.952	292.981.541
Revaluation reserve for property, plant and equipment	23	15.473.665	15.421.454
Other reserves	24	1.020.693.185	815.626.279
Equity-based payments to employees and management	25	3.363.707	2.668.181
Own shares	26	(13.872.296)	(475.749)
Total equity		1.830.739.498	1.732.766.109
Total liabilities and equity		1.926.957.939	1.824.000.932

Authorized and signed at ……………. by:

President of the Executive Board Head of Financial Department Moldovan Marius Adrian Vereș Diana

TRANSILVANIA INVESTMENTS ALLIANCE S.A STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2024 (All amounts are expressed in RON, unless otherwise stated)

	Note	Share capital	Revaluation reserve for property, plant and equipment	Revaluation reserve for financial assets at fair value through other comprehensive income	reserves

Balance at January 1, 2024		216.244.380	15.421.454	292.981.541	815.626.279
Comprehensive income: Profit for the year		-	-	-
Other comprehensive income: Loss on the revaluation of financial assets at fair value through other comprehensive income, net of deferred tax Revaluation on property, plant and equipment, net of deferred tax Depreciation transfer to retained earnings on property, plant and	22 23	- -	- 59.526	94.551.479 -
equipment upon disposal, net of deferred tax Equity-based payments to employees and management	23 26	- -	(7.316) -	- -
Total comprehensive income for 2024		216.244.380	15.473.665	387.533.020	815.626.279
Transfer of reserve to retained earnings upon the sale of financial assets at fair value through other comprehensive income, net of deferred tax Allocation of financial instruments under the Stock option Plan Transactions with owners in their capacity as owners: Dividends distributed Allocation of reserves from previous years' profits Treasury shares	22	- - - - - -	- - - - - -	(31.102.068) - - - - -	461.856 204.605.050
Balance at December 31, 2024		216.244.380	15.473.665	356.430.952	1.020.693.185
Authorized and signed at ……………by: President of the Executive Board Moldovan Marius Adrian		Head of Financial Department Vereș Diana

TRANSILVANIA INVESTMENTS ALLIANCE S.A STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2024 (All amounts are expressed in RON, unless otherwise stated)

	Note	Share capital	Revaluation reserve for property, plant and equipment	Revaluation reserve for financial assets at fair value through other comprehensive income
Balance at January 1, 2023		216.244.380	15.602.907	133.897.466
Comprehensive income: Profit for the year		-	-	-
Other comprehensive income: Net gain on the revaluation of financial assets at fair value through other		-	-	169.769.795
comprehensive income, net of deferred tax Revaluation on property, plant and equipment, net of deferred tax Depreciation transfer to retained earnings on property, plant and equipment	22 23	- -	107.940 (289.393)	- -
upon disposal, net of deferred tax Equity-based payments to employees and management	23 26	-	-	-
Total comprehensive income for 2023		216.244.380	15.421.454	303.667.261
Transfer of reserve to retained earnings upon the sale of financial assets at fair value through other comprehensive income, net of deferred tax Allocation of financial instruments under the Stock option Plan	22	-	-	(10.685.719)
Transactions with owners in their capacity as owners: Legal reserve		- -	- -	- -
Allocation of reserves from previous years' profits Treasury shares		- -	- -	- -
Balance at December 31, 2023		216.244.380	15.421.454	292.981.541
Authorized and signed at ……………by:
President of the Executive Board		Head of Financial Department

Moldovan Marius Adrian Vereș Diana

TRANSILVANIA INVESTMENTS ALLIANCE S.A STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2024 (All amounts are expressed in RON, unless otherwise stated)

	December 31,	December 31,
	2024	2023

Cash flows from operating activities, total out of which:	(3.947.658)	36.601.010
Receipt from clients	326.179	192.830
Payment towards suppliers and employees	(18.854.624)	(33.119.041)
Proceeds from the sale of bonds/maturity bonds	19.802.250	1.291.483
Proceeds from sale of equity investments	257.822.753	210.586.820
Payments for purchasing equity investments	(300.121.126)	(228.643.356)
Income tax paid	(26.159.381)	(5.971.887)
Interest received	2.081.030	3.194.694
Dividends received (net of withholding tax)	71.519.152	98.477.235
Payments of contributions, tariffs, taxes, owned to the state budget	(7.881.662)	(7.410.703)
Other payments from operating activities	(1.883.592)	(1.382.137)
Other payments from investment
activities (including trading sales commission)	(598.637)	(614.928)
Cash flows from investing activities, total out of which:	(468.768)	468.288
Payments for purchase of tangible and intangible assets	-	(1.073.477)
Receipts from sale of tangible assets	(468.768)	1.541.765
Cash flows from financing activities, total out of which:	(37.278.808)	(24.040.791)
Dividends paid to shareholders	(20.797.819)	(19.498.891)
Payments related to lease contracts	(401.210)	(1.154.423)
Payments for own shares repurchased	(16.079.779)	(3.387.477)
Net increase of cash and cash equivalents	(41.695.234)	13.028.507
Cash and cash equivalents at the beginning of the year	60.202.503	47.173.996
Cash and cash equivalents at the end of the year	18.507.269	60.202.503

Authorized and signed at ……………by:

President of the Executive Board Head of Financial Department Moldovan Marius Adrian Vereș Diana

1. GENERAL INFORMATION

TRANSILVANIA INVESTMENTS ALLIANCE SA ("Transilvania Investments" or the "Company") is a company established in 1996 in accordance with Law 133/1996 operating in Romania according to Law 31/1990 regarding trading companies and Law 297/2004 regarding capital markets and Law no. 243/2019 regulating alternative investment funds.

The regulated market on which the issued securities are traded isthe Bucharest Stock Exchange -marketsymbol: TRANSI as of 14 March 2022 (previous market symbol: SIF3).

The Company is a joint-stock company from a legal point of view.

The Company has its headquarters in Braşov, 2 Nicolae Iorga Street, Postal Code 500057

Contact details of the Company are: Phone: 0268-416171 Fax: 0268-473215 Web page: www.transilvaniainvestments.ro e-mail: office@ transilvaniainvestments.ro Registration code with the Trade Registry: 3047687 Tax code: RO 3047687 Order number in the Trade Registry: J08/3306/1992

The Company is registered with the National Securities Commission ("NSC") within the FSA through Certificate no. 401/05.02.2020 and the FSA Registry in Section 8 – Alternative Investment Fund Managers, Sub-section – Alternative investment fund Managers authorised by the FSA (A.F.I.A.A.) under no. PJR07¹ A.F.I.A.A./080005. According to the Constitutive Act, the main activity of the Company is "Other financial brokerage" NACE code: 6499.

The Company performs its activity in Romania.

At December 31, 2024 the share capital subscribed and paid-up as registered with the Trade Register is RON 216,244,379.80 (December 31, 2023: RON 216,244,379.80) and is divided into 2,162,443,797 shares (December 31, 2023: 2,162,443,797 shares).

The main characteristics of the shares issued by the Company are the following: they are common, registered, indivisible, of equal value and dematerialized, issued at a nominal value of 0.10 lei/share.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The main accounting policies applied for preparing these financial statements in accordance with IFRS are presented below.

These financial statements are prepared on a going concern basis.

2.1 Basis of preparation

The financialstatements of the Company were prepared in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS") and in accordance with Norm no. 39 from 28 December 2015 for the approval of the Accounting Regulations in accordance with the International Financial Reporting Standards, applicable to the authorized entities, regulated and supervised by the Financial Supervisory Authority ("FSA") – Instruments and financial investments sector ("Rule 39/2015").

Starting January 1, 2015, the Company applies the amendments of IFRS 10 – Consolidated Financial Statements, IFRS 12 – Disclosure in interests in other entities and IAS 27 - Separate Financial Statements ("Amendments"), being the date at which the classification criteria as investment entity were fulfilled.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.1 Basis of preparation (continued)

The Amendments introduced an exception to the principle from IFRS 10 "Consolidated Financial Statements", under which all subsidiaries must be consolidated. The Amendments define an investment entity and provide that a parent company that is classified asinvestment entity hasto measure the subsidiaries at fair value through profit or lossinstead of consolidating those subsidiaries in its consolidated financial statements, as such the Company no longer consolidates subsidiaries and associates and prepares only separate financialstatements. The Company does not have any subsidiary providing services that relate to the investment Company's investment activities. The management of Transilvania Investments assesses annually whether the Company is still an investment entity.

2.2 Basis of measurement

The financial statements of the Company have been prepared under the historical cost convention, except for the revaluation of financial instruments at fair value through profit or loss, financial assets recognised at fair value through other comprehensive income and for the fair value revaluation of land and buildings.

These financialstatements have been prepared on a going concern basis which assumesthat the Company will continue its activity in the foreseeable future as well. The Company's management considers that the Company will continue to operate normally in the future and, consequently, the financial statements have been prepared on this basis.

2.3 Foreign currency translation

a) Functional and presentation currency

The functional currency is the Romanian leu ("RON). This is the currency of the primary economic environment in which the Company performs its activity. The financial statements are prepared and presented in RON, unless otherwise stated.

b) Transaction and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency monetary assets and liabilities are translated into RON currency at the official exchange rate of the National Bank of Romania ("NBR") at the end of the reporting period. The translation to the official exchange rate at the end of the reporting period is not applied to non-monetary assets and liabilities measured at historical cost.

The exchange rate of major foreign currencies was:

Currency	December 31, 2024	December 31, 2023	Increase / (decrease)

Euro (EUR)	1 : RON 4,9741	1 : RON 4,9746	-0.01
US Dollar (USD)	1 : RON 4,7768	1 : RON 4,4958	6.25

The foreign exchange differences resulted from the monetary and non-monetary items are reported as follows:

a) As part of "Net gains /(losses) on unrealised FX differences" in "Other operating expenses" for the registered FX differences from revaluation of cash and cash equivalents in foreign currency;
b) As part of "Net gains /(losses) on FX differences realised from transactions" recorded in "Other operating income";

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3 Foreign currency translation (continued)

b) Transaction and balances (continued)
- c) As part of "Net gains /(losses) from financial assets at fair value through profit or loss" for the gains or losses from the revaluation of financial assets at fair value through profit or loss; and
- d) As part of "Gains less losses from financial assets at fair value through other comprehensive income, net of deferred tax" for the gains or losses on the revaluation of financial assets at fair value through other comprehensive income.

2.4 Use of estimates and judgements

The preparation of the financial statements in accordance with IFRS requires the use of management estimates, judgments and assumptionsthat affect the amountsrecognised in the financialstatements, as well asthe following year reported value of the assets and liabilities. Estimates and assumptions associated with these are based on historical experience and other factors deemed reasonable in light of the given circumstances, and the result of this considerations represents the basis for the judgements used when establishing the accounting value of the assets and liabilities for which no other valuation sources are available. The results obtained may differ from the value of the estimates.

Estimates and underlying assumptions are periodically reviewed. The revisions of accounting estimates are recognized 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 current period and following periods.

Change in estimates, in its nature, is not related to prior periods and is not a correction of errors.

To the extent these kinds of change in estimates give rise to changes in assets and liabilities or equity, the effect of changes is recognized by adjusting the carrying amount of the related assets, liabilities or equity item in the period of the change.

The main notes that present estimates with material impact on the amounts recognised in the financial statements are:

Note 3.1 Measurement as investment entity;
Note 10 Current income and deferred tax;
Note 23 Revaluation reserve for property, plant and equipment;
Note 29 Fair values of financial assets and liabilities;
Note 30 Risk management;
Note 32 Commitments and contingencies.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.5 Going concern

The Company closely monitors the development of the economic environment and the effects of the economic measures applied at national and international level. However, the Company's management considers that the monitoring process entails a series of specific difficulties, considering the fact that it still expects an economic environment that can cross periods of high volatility and an increased degree of unpredictability.

In its capacity as investment fund authorized as an A.I.F.M. by the competent authorities, Transilvania Investments developed procedures regarding the carrying out of its activity in crisis conditions. The entire activity of crisis management is done procedurally and proactively in order to reduce the adverse effectsthat may be generated by such situations.

In this respect, the management of Transilvania Investments, through stress tests (crisis simulations) performed in accordance with the applicable legal framework, regularly tests negative scenarios that could have an impact on the result of the year, on the net asset value and on the company's operations. The most recent crisis simulation was conducted in November 2024 and targeted also exceptional market conditions, identifying market stressors that could impact the portfolio of listed shares, and those events that, although relatively rare, could have a significant impact on the company's operations. Multiple scenarios have been developed for both market risk and liquidity risk, and the results of the crisis simulations are considered appropriate for the construction and execution of revenue and expenditure budgets and investment programs.

The plan of measures generated at the level of the Transilvania Investments portfolio is built and implemented in dynamics, based on the following main coordinates:

Analysis of both the industries in the portfolio and the holdings, in order to identify, monitor and manage the risk (considering aspects related to the loss of customers, difficulties in sales and supply, restructuring or temporary cessation of activity, impact on human resources and key staff, security measures imposed by the requirement of ensuring the continuity of the activity and of ensuring the liquidities, of the identification of opportunities generated by the current context);
Monitoring the action plans taken by the decision makers at the level of each holding in the portfolio;
The increased importance of dividend-generating holdings, which in the context of the accentuated volatility of the market generate attractive investment returns.

In conclusion, Transilvania Investments constantly monitors the evolution of events, identifies the best measures and has the capacity to ensure the continuity of the activity in terms of profitability. All measures are taken to ensure the flow of liquidity that allows compliance with all commitments made to investors and / or business partners.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.6 General consideration regarding the accounting policies applied

If a standard or interpretation specifically applies to a transaction, to another event or a condition, then the accounting policies applied to that element, are considered selected through the application of the standard or of the respective interpretation, taking into account any implementation guidance issued by the International Accounting Standards Board ("IASB") for the standard or interpretation in question.

The change of an accounting policy is permitted only under one of the following conditions:

the change is imposed by a standard or an interpretation;
the change will provide more reliable and relevant information on the effects of transactions, events and conditions.

Any significant errors of the previous period identified with regards to the recognition, valuation, presentation or disclosure of financial statements elements must be corrected retroactively in the first financial statements that are authorized for issuance through:

adjusting the comparatives for the previous period or periods in which the error was identified; or
adjusting the initial balances of the assets, liabilities and equity, for the most distant period presented, if the error has occurred before the most distant period presented.

2.7 Presentation of financial statements

The financial statements are presented in accordance with IAS 1 "Presentation of Financial Statements". The Company has adopted a presentation based on liquidity in the Statement of financial position and a presentation of the revenue and expenses according to their nature in the Statement of profit or loss and other comprehensive income, considering that these methods of presentation provide information that is more relevant than other methods that have been allowed by IAS 1 "Presentation of financial statements".

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.8 New Accounting Pronouncements and interpretations – based on IASB effective date

a) New IFRS Standards and amendments to existing standards, effective for the current reporting period

In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) and adopted by the European Union that have entered into force for the period reporting beginning on or after 1 January 2024.

Their adoption did not have a significant impact on the disclosures and the amounts reported in these financial statements.

➔ Amendments to IAS 1 Presentation of Financial Statements - Classification of Liabilities as Current or Non-Current issued by IASB on January 23, 2020 and Amendments to IAS 1 Presentation of Financial Statements - Non-current Liabilities with Covenants issued by IASB on October 31, 2022. Amendments issued on January 2020 provide more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date.

Amendments issued on October 2022 clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability and set the effective date for both amendments to annual periods beginning on or after January 1, 2024.

➔ Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures Supplier Finance Arrangements issued by IASB on May 25, 2023. Amendments add disclosure requirements, and 'signposts' within existing disclosure requirements to provide qualitative and quantitative information about supplier finance arrangements.
➔ Amendments to IFRS 16 Leases Lease Liability in a Sale and Leaseback issued by IASB on September 22, 2022. Amendments to IFRS 16 require a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognise any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller-lessee from recognising in profit or loss any gain or loss relating to the partial or full termination of a lease.

b) Standards and amendmentsto the existing IFRS accounting standards adopted by the EU, but not yet effective.

At the time of approval of these financialstatements, the Company did not apply the following modified IFRS accounting standards that were issued by IASB and adopted by the EU, but have not yet entered into force:

➔ Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability issued by IASB on August 15, 2023, published in the OJUE on November 13, 2024 and effective since January 1, 2025 (early application is permitted). Amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.8 New Accounting Pronouncements and interpretations based on IASB effective date
c) New accounting IFRS standards and amendments to the existing standards issued, but not yet adopted by the EU

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 time of authorisation of these financial statements:

➔ Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments issued by IASB on May 30, 2024. Amendments clarify the classification of financial assets with environmental, social and corporate governance (ESG) and similar features. Amendments also clarify the date on which a financial asset or financial liability is derecognised and introduce additional disclosure requirements regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features.
➔ Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 Annual Improvements to IFRS Accounting Standards Volume 11 issued by IASB on July 18, 2024. These amendments include clarifications, simplifications, corrections and changes in the following areas: (a) hedge accounting by a first-time adopter (IFRS 1); (b) gain or loss on derecognition (IFRS 7); (c) disclosure of deferred difference between fair value and transaction price (IFRS 7); (d) introduction and credit risk disclosures (IFRS 7); (e) lessee derecognition of lease liabilities (IFRS 9); (f) transaction price (IFRS 9); (g) determination of a 'de facto agent' (IFRS 10); (h) cost method (IAS 7).
➔ IFRS 18 Presentation and Disclosures in Financial Statements issued by IASB on April 9, 2024 will replace IAS 1 Presentation of Financial Statements. Standard introduces three sets of new requirements to improve companies' reporting of financial performance and give investors a better basis for analysing and comparing companies. The main changes in the new standard compared with IAS 1 comprise: (a) The introduction of categories (operating, investing, financing, income tax and discontinued operations) and defined subtotals in the statement of profit or loss; (b) the introduction of requirements to improve aggregation and disaggregation; (c) The introduction of disclosures on Management-defined Performance Measures (MPMs) in the notes to the financial statements.
➔ IFRS 19 Subsidiaries without Public Accountability: Disclosures issued by IASB on May 9, 2024. Standard permits a subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements. IFRS 19 is optional for subsidiaries that are eligible and sets out the disclosure requirements for subsidiaries that elect to apply it.
➔ IFRS 14 Regulatory Deferral Accounts issued by IASB on January 30, 2014. This standard is intended to allow entities that are first-time adopters of IFRS, and that currently recognise regulatory deferral accounts in accordance with their previous GAAP, to continue to do so upon transition to IFRS.
➔ Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture issued by IASB on September 11, 2014. The amendments address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. Please note, that this amendment could be applied only in the case the entity had not developed an accounting policy in this respect.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.9 Subsidiaries and affiliated entities

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed or has rights to the variable benefits that can be obtained from the involvement of the Company in the activity of its subsidiary and when the Company has the possibility to influence such benefits through the control owned over the subsidiary.

The associates are those entities over which the Company has significant influence over the financial and operational policies but does not have control, or shared control. The existence of significant influence is determined, in each reporting period, through the analysis of the shareholder structure of the entities in which the Company owns more than 20% from the voting rights, analysis of the constitutive acts and also of the Company capabilities to participate in the decision-making process over the financial and operational policies of the respective entity.

However, where the Company holds less than 20% of the voting rights in an entity but is considered a significant shareholder and exercises significant influence through representation on the Board of Directors and through participation in policy decisions entity, then such entity shall be considered an associate.

The Company does not exercise significant influence on a number of companies where it holds from 20% to 50% of the voting rights (Note 13). In this category fall companies where the Company's rights as minority shareholder are protective and the majority shareholder does not participate, or the group of shareholders that hold the majority of the shares in such entity act without considering the Company's opinions.

The investments in subsidiaries and associated entities at December 31, 2024 and December 31, 2023 are presented in Note 13.

2.10 Financial assets and liabilities

(i) Classification

a) Financial assets at fair value through profit or loss

The Company classifies its investments in subsidiaries and associates and financial instruments acquired mainly for active and frequent trading, corporate bonds and fund units as financial assets at fair value through profit or loss.

The Company deems financial assets at fair value through profit or loss at inception these being financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Company's documented investment strategy.

The Company's policy requires the Investment Manager and the Management Board to evaluate the information about these financial assets on a fair value basis together with other related financial information.

b) Financial assets at amortised cost

Financial assets and liabilities are measured at amortised cost using the effective interest method lessimpairment losses (for financial assets). Financial assets and liabilities at amortised cost include cash and current accounts, deposits with banks, dividendsto be received, bonds, debtsto shareholders, amounts owed to service providers and other receivables and payables.

The amortised cost of a financial asset or liability is the amount at which the asset or financial liability is measured at the time of initial recognition minus principal payments plus or minus cumulative depreciation, determined by the effective interest method, of any difference between the amount initially recognized and maturity value less any

impairment losses with financial assets.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.10 Financial assets and liabilities (continued)

A financial asset must be carried at amortised cost, except for financial assets measured at fair value through profit or loss at initial recognition, if both of the following are met:

(i) the financial asset is held within a business model whose objective is to hold the financial assets to collect the contractual cash flows; and
(ii) the contractual terms of the financial asset generate, at certain dates, cash flows that are exclusively payments of principal and interest on the principal due.

Financial liabilities at amortised cost - are recognized at the time of initial recognition and are not attributable to a trading activity.

The Company recognises an impairment with expected credit losses on financial assets at amortised cost in accordance with IFRS 9.

These instruments are classified in Stage 1, Stage 2 or Stage 3, depending on their relative credit quality in terms of initial payments. So:

Stage 1: includes (i) newly recognized exposures; (ii) exposures for which credit risk has not materially deteriorated since initial recognition; (iii) low credit risk exposures (reduced credit risk relief).
Stage 2: includes exposures that, although performing, have experienced a significant deterioration in credit risk since initial recognition.
Stage 3: includes impaired credit exposures.

For Stage 1 exposures, allowance is equal to the expected credit loss calculated over a time horizon of up to one year. For Stage 2 or 3 exposures, the depreciation is equal to the expected loss calculated over a time horizon corresponding to the full duration of the exposure.

Allowances for impairment of receivables are based on the present value of the expected cash flows of the principal. To determine the present value of future cash flows, the basic requirement is to identify estimated collections, payment maturity and discount rate used.

The Company defined as "non-performing" exposures receivables that meet one or both of the following criteria:

exposures for which the Company estimates that it is unlikely that the debtor will fully pay its obligations regardless of the exposure value and the number of days for which the exposure is delayed;
unpaid amounts

c) Financial assets at fair value through other comprehensive income

The Company's investments in equity instruments other than those classified as financial assets at fair value through profit or loss, are classified as financial assets at fair value through other comprehensive income, through management decision, at initial recognition. The reason for the classification of the investments as equity investments measured at fair value through other comprehensive income is represented by the decision to hold the investments for a long term and collect the dividends. The method used to derecognise each category of financial asset at fair value through other comprehensive income is "first in, first out", given the measurement and evaluation of the Company's performance at

fair value.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.10 Financial assets and liabilities (continued)

Dividends received from equity investments are recognized in profit or loss account of the year when the Company has the right to receive dividends and it is probable that these will be collected.

All the other elements regarding changes in the fair value are recognized in other comprehensive income for the year until the investment is derecognized or depreciated, when the accumulated gain or loss is reclassified from other comprehensive income to retained earnings account for the year.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The best evidence of fair value is price in an active market. An active market is one in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

The Company believes that the accurate determination of the fair value is an essential requirement for presenting information that is useful to the investors and the Company's key personnel for proper decision-making purposes.

The estimation of fair value of financial instruments held by Transilvania Investments is performed according to the related policy, procedure and methodology on the valuation of assets for financial reporting purposes.

The methods were established separately for:

a) equity investments (shares held in companies);
b) corporate bonds and government securities
c) fund units portfolio.

According to IFRS 13, according to the input used in the valuation model are defined as follows:

(i) Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
(ii) Level 2 inputs: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
(iii) Level 3 inputs: unobservable inputs for the asset or liability

(ii) Amortised cost measurement

The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the "effective interest method "of any difference between that initial amount and the amount payable at maturity, minus any reduction for impairment losses in the case of financial assets.

Accrued interest includes amortisation of transaction costs deferred at initial recognition and of any premium or discount to maturity amount using the effective interest method.

Accrued interest income and accrued interest expense, including both accrued coupon and depreciation discount or premium (including fees deferred at origination, if any), are not presented separately and are included in the carrying amount of related items in the statement of financial position.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.10 Financial assets and liabilities (continued)

(iii) Recognition

Financial assets and financial liabilities are initially recognised at fair value plus directly attributable transaction costs, for the financial assets and financial liabilities not carried at fair value through profit or loss.

Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial instrument. An incremental cost is one that would not have been incurred if the transaction had not taken place. Transaction costs include fees and commissions paid to agents, advisors, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal administrative or holding costs.

The Company initially recognises bank deposits on the date that they are originated. All other financial assets and liabilities (including assets and liabilities designated at fair value through profit or loss) are initially recognised on the settlement date.

(iv) Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

The Company fully derecognises a financial liability when its contractual obligations are discharged or cancelled or have expired.

(v) Offsetting

Financial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is a legally enforceable right to offset the recognised amounts, and there is an intention to either settle on a net basis, or to realise the asset and settle the liability simultaneously. Such a right of set off (a) must not be contingent on a future event and (b) must be legally enforceable in all of the following circumstances:

(i) in the normal course of business,
(ii) the event of default, and
(iii) the event of insolvency or bankruptcy.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.11 Property, plant and equipment

(i) Recognition and measurement

The property, plant and equipment are presented at their revalued value less accumulated depreciation and provision for impairment losses. Capital expenditure on property, plant and equipment under construction is capitalized and depreciated once the assets enter into use.

Property, plant and equipment are subject to revaluation with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. If there is no market based evidence of fair value, fair value is estimated using an income approach. Increases in the carrying amount arising on revaluation are credited to other comprehensive income and increase the revaluation surplus in equity. Decreases that offset previous increases of the same asset are recognised in other comprehensive income and decrease the previously recognised revaluation surplus in equity while all other decreases are charged to profit or loss for the year.

The revaluation reserve for property, plant and equipment included in equity istransferred directly to retained earnings when the revaluation surplus is realised on the retirement or disposal of the asset.

Upon revaluation of property, plant and equipment, accumulated depreciation at the date of revaluation is treated as follows: accumulated depreciation at the date of revaluation is eliminated from the gross carrying amount of the asset and the gross carrying amount after the recording of revaluation is equal to its revalued amount; this method is used when it is performed a detailed valuation of the land and building portfolio.

The revaluation of property, plant and equipment is made at fair value, which is determined based on evaluations made by authorised external valuators.

The last revaluation of buildings and land was carried out at 31.12.2022 by REVALTEX SRL (independent valuer – ANEVAR member), resulting in an increase in the revaluation reserve of RON 4,176,746 and 33% respectively.

Gains and/or losses from de-recognition of tangible assets is determined as difference between revenues from sales of tangible assets and the expenses with their disposal and are recognized in profit or loss for the year (within other operating income or expenses).

(ii) Subsequent costs

The amounts paid or payable, generated by the repairs and daily maintenance costs of the tangible assets owned, are recorded as expense, according to the accrual accounting principle, changing the value of the Company's profit of loss of the period.

The amounts paid or to be paid, generated by activities that will lead to an increase in the value and/or the useful life of the asset, through the upgrade of the tangible assets owned, and also the activities that lead to a significant increase in the technical parameters which increase the potential of obtaining future economic benefits are capitalised in the value of the tangible assets (increasing the accounting value of that asset).

The Company recognises the cost of a partial replacement of an item of property, plant and equipment in its carrying amount when such cost is incurred, if the IAS 16 recognition criteria are met, and the carrying amount of the replaced part is derecognised whether or not the replaced part was amortised separately. If the carrying amount of the replaced part cannot be determined, the replacement cost will be used as indication of the cost value of the replaced part upon acquisition or construction.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.11 Property, plant and equipment (continued)

(iii) Depreciation

The depreciation expense for each reporting period is recorded in the profit and loss account.

Depreciation is calculated using the accounting value (acquisition cost or revalued value) using the straight-line depreciation method, on the entire useful life of the asset (starting with the date of the use) and is recorded as expense on a monthly basis. Depreciation of an asset begins when the asset is available for use, when it is in the location and condition necessary for it to operate in the manner management.

The depreciation of an asset ceases at the earlier of the date the asset is classified as held for sale (or included in a disposal group that is classified as held for sale), in accordance with IFRS 5, "Non-current assets held for sale and discontinued operations" and the date that the asset is derecognised.

Each part of an item of tangible asset that presents a significant cost to the total cost of that item, shall be depreciated separately.

Depreciation methods and useful lives are established at each reporting date.

Land is not depreciated.

Categories	Years of depreciation

Building	50
Other equipment, furniture and other tangible assets	up to 12
Vehicles	up to 6

The accounting value of a tangible asset must be derecognised:

a) at sale; or
b) when there are no future benefits expected from the use of the asset or from the sale.

The gain or loss that results from the derecognition of a tangible asset is included in the profit and loss account when the item is derecognised.

2.12 Intangible assets

Intangible assets include software and licences.

Intangible assets that are acquired by the Company are initially valued at cost. Cost is represented either by the amount of cash or cash equivalents paid, or the fair value of other consideration given, to acquire the asset at the time of its acquisition.

For measurementsubsequent to initial recognition, the Company appliesthe cost model, meaning that intangible assets are carried at cost less accumulated amortisation and impairment losses.

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful life of the software, from the date that it is available for use. The estimate useful life for software is between 1 to 3 years and licenses are amortised on the validity period, using the straight-line method.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.13 Leasing

(i) Recognition

Starting with the year 2019, the Company applies IFRS Standard 16 Lease Contracts ("IFRS 16") which replaces IAS 17. Thus, according to IFRS 16, a contract is or contains leasing if it confers the right to use an identifiable asset for a period of time in exchange for a consideration. At the date of commencement of the contract a lessee shall recognise an asset relating to the right of use and a liability arising from the contract lease.

As previously under IAS 17, lessors classify leases as operating or financial. A lease is classified as a finance lease if it substantially transfers all the risks and rewards incidental to the ownership of an underlying asset. Otherwise, a lease is classified as an operating lease. For finance leases, a lessor recognizes financial income over the lease term, based on a pattern that reflects a constant periodic rate of return on net investment. The lessor recognizes operating lease payments as income on a straight-line basis or, if more representative of the pattern in which the profit from the use of the underlying asset is diminished, another systematic basis.

The Company has decided, as allowed by the standard, not to apply the provisions of IFRS 16 for short term lease agreements with a term of less than 1 year and those with a low value of the asset (less than USD 5,000).

(ii) Valuation

Initially, the right to use the underlying asset is evaluated at cost.

The cost of the right-of-use asset includes:

a) the amount of the initial assessment of the debt arising from the leasing contract;
b) any leasing payments made on or before the date of commencement of the proceedings, minus any leasing incentives received;
c) any initial direct costs incurred by the lessee; and
d) an estimate of the costs (disassembly, restoration of premises) to be borne by the lessee either on the date of commencement or on the date of the end of the contract.

The lease liability is initially measured at the present value of the lease payments payable over the lease term, using the rate implicit in the lease if it is readily determinable. If this rate cannot be easily determined, the lessee will use its incremental borrowing rate.

At the time of commencement, the lease payments included in the assessment of the debt arising from the lease shall comprise the following payments relating to the right to use the underlying asset during the term of the lease which are not paid on the date of commencement of the lease:

a) fixed payments;
b) variable lease payments which depend on an index or rate, initially assessed on the basis of the index or rate from the date of commencement of the course;
c) residual value amounts;
d) the exercise price of a purchase option if the lessee is reasonably certain to exercise the option;

e) payments of penalties for termination of the lease, if the duration of the lease reflects the exercise by the lessee of an option to terminate the lease

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.13 Leasing (continued)

iii) Further assessment of the right-of-use asset

It is based on the cost model, the right-of-use asset is valued at the initial cost minus any accumulated depreciation and any accumulated depreciation losses respectively adjusted for any debt revaluations.

Depreciation shall be calculated in accordance with IAS 16 and shall be carried out throughout the contract period, i.e. the useful life of the underlying asset, applying the linear depreciation method.

After the start date of the contract, the debt increases to reflect interest and decreases to reflect the lease payments made. Interest expense on the debt arising from the lease is reflected in the profit or loss account.

2.14 Investment property

i) Initial recognition

Investment property is property held by the Company to earn rentals or for capital appreciation or both and not to be used for the production or supply of goods or services or for administrative purposes or sold during the normal course of business.

An investment property is recognized as asset if:

o it is likely that future economic benefits associated to the asset, will flow to the Company;
o the cost of the asset can be measured reliably.

An investment property isinitially measured at cost, including transaction costs. The cost of an investment property includes all costs related to its acquisition price plus any directly attributable expenses.

(ii) Subsequent measurement

The Company measures the investment property at fair value, changes in the fair value of investment property being recognized in profit or loss.

Gains or losses on changes in the fair value of investment property are recognized in profit or loss for the period in which they arise.

(iii) Transfers

Transfers to, or from, investment property are made when and only when there is a change in use of the respective asset. For the transfer of investment property carried at fair value to property, plant and equipment, the implicit cost of the asset for the purpose of its subsequent accounting will be its fair value on the date of the change in use. If a real estate property used by the Company becomes an investment property that will be accounted at fair value, the Company applies IAS 16 until the date of the change in use.

(iv) Derecognition

The carrying amount of an investment property is derecognised on disposal or when the investment is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses resulting from the sale or scrapping of an investment property are recognized in profit or loss when it is sold or disposed of.

2.15 Impairment of non-financial assets

At each balance sheet date, the Company must verify if there are indications of asset impairment. Where such indication exists, the Company estimate the asset's recoverable amount as the greater of its value in use and its fair value less any associated costs incurred to sell the asset.

2.16 Cash and cash equivalents

Cash and cash equivalents consist of petty cash and cash at bank, including short-term deposits. Cash and cash equivalents are carried at amortized cost in the statement of financial position.

For the purposes of preparing the cash flow statement, cash and cash equivalents include petty cash, current bank accounts, including deposits with original maturity up to 3 months, cash in transit, other short-term investments that are convertible into cash at any time and that are subject to an insignificant risk of change in value and overdraft facilities as well as their accompanying receivables.

2.17 Trade receivables

Trade receivables are included in the category of financial assets (refer to Note 2.9 Financial assets and liabilities – b) Financial assets at amortised cost). Trade receivables are carried at original invoice amount less any allowance (impairment adjustment) created.

2.18 Provisions

Provisions for liabilities and charges are non-financial liabilities of uncertain timing or amount.

A provision is recognised in the statement of financial position when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be reliable estimated.

2.19 Contingent liabilities and contingent assets

Contingent liabilities are notrecognized in the financialstatements. They are disclosed in the notes, unlessthe possibility of an outflow of economic benefits is remote.

Contingent assets are not recognized in the financial statements but disclosed when an inflow of economic benefits is probable.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.20 Dividends payable (at amortised cost)

The Company records a liability to pay dividends in the year when the distribution of the profit on dividends is approved by the General Shareholders Meeting.

Dividends payable recognized in the statement of financial positions are financial liabilities. Financial liability is extinguished either by paying the amounts owned or when the obligation expires after the 3 years period from the distribution date for collecting the dividends is prescribed in accordance with Romanian law, if the shareholders have not collected the amounts at which they are entitled. As such, financial liability represented by the dividends payable which prescribes after fulfilment of the statutory period of 3 years from the distribution date, is directly reversed in profit or loss and is included in "Other operating income".

2.21 Share capital

Ordinary shares are classified as equity.

2.22 Trade payables and other liabilities

Trade payables are recognised when the counterparty has performed its obligations under the contract (except prepaid expenses) and are carried at amortized cost.

2.23 Employee benefits

Short-term benefits

Short-term employee benefits include wages, salaries, bonuses and social security contributions. Short-term employee benefits are recognised as an expense when services are rendered.

In the normal course of business, the Company makes payments to the public pension, health care and unemployment systems. All employees of the Company are members of the State pension plan and have the legal obligation to contribute to the state scheme (through social contributions). All the contributions due by the Company are recognised in the profit and loss account of the year when the expenses are incurred.

In addition to salaries and other rights of a salary nature, the directors/members of the Supervisory Board, the directors with a mandate contract/members of the Executive Board and the employees of the company have the right to receive variable remuneration according to the remuneration policy approved at the level of the Company. The company includes such benefits in short-term benefits.

The Company does not operate any other pension scheme and, consequently, has no obligation in respect of pensions.

Benefits granted to the Supervisory Board members, Executive Board members and Company's personnel

In accordance with the remuneration policy approved by the shareholders in April 2024, the structure of staff remuneration is composed of two main elements: fixed remuneration and variable remuneration and/or other benefits.

Variable remuneration isthe form of payment or additional indemnity paid by the Company by considering performance criteria, being intended to recognize the performance of the identified personnel within a certain period, and it is a differential element of the remuneration package.

The variable remuneration will be granted subject to the following general limitation: the variable remuneration will not exceed 1.2% of the total average asset, related to the year for which the variable remuneration is established, calculated and reported according to the legal provisions in force.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.23 Employee benefits (continued)

The members of the Supervisory Board, the Directorate and the staff of the company have the right to receive variable remuneration in the form of shares issued by the Company, within Stock Option Plan (S.O.P.) programs, approved by the shareholders of the company on annual basis, by complying with the valid legal provisions on variable remuneration within A.I.F.M.

The variable remuneration shall be paid 100% by granting instruments/shares of the company:

60% of the variable remuneration is the initial component, the difference of 40% is subject to the deferral period;
The minimum deferral period is 3 years;
The 40% component subject to the deferral period is granted proportionally at the end of each of the three years.

For these remunerations, the Company recognizes an expense in the period in which the services were provided, in correspondence with a an increase in equity (benefits granted to employees and management in the form of equity instruments) for the share granted under SOP programs.

2.24 Income tax expense

The current income tax includes both the current income tax and also the deferred income tax. Income tax isrecognized in profit or loss or in equity if the tax is related to equity components.

Current income tax is the tax payable on the taxable profits of the period, determined using the tax rates available at the balance sheet date and any adjustments related to prior periods.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.25 Deferred tax

The deferred tax is provided using the balance sheet method, using the temporary differences arising between the tax base for calculating the tax for assets and liabilities and their carrying amount. The deferred tax is calculated using the tax rates that are expected to be applied to temporary differences when achieving the carrying amount of assets and liabilities, as it is specified in the laws in force at the reporting date.

Deferred tax receivables are recognized to the extent that will be obtained future probable taxable profits sufficient to allow the existence of these claims. Deferred tax receivables are reduced accordingly if it is considered that is not probable to obtain a related tax benefit. The main temporary differences arise from movements in the fair value and impairment of financial assets at fair value through other comprehensive income. The Company registers deferred tax liabilities from holdings classified as financial assets at fair value through other comprehensive income and from reserves from revaluation of tangible assets.

On December 31, 2024, the tax rate used to calculate the current and deferred tax was 16% (December 31, 2023: 16%).

2.26 Basic and diluted earnings per share

Basic and diluted earnings/ (loss) per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary paid shares in issue during the year, excluding the average number of ordinary shares purchased by the Company and held as treasury shares.

The weighted average number of ordinary shares outstanding during the year is the number of ordinary paid shares outstanding at the beginning of the year, adjusted by the number of ordinary shares bought back during the year (based on their settlement date) multiplied by a time-weighting factor. The time-weighting factor is the number of days that the shares are outstanding as a proportion of the total number of days in the reporting year.

As at December 31, 2024 and December 31, 2023, none of the Company's issued shares or other instruments had dilutive effect, therefore basic and diluted earnings per share are the same.

2.27 Income recognition

The Company recognises income from financial instruments in accordance with IFRS 9. The Company took into account the provisions of IFRS 15 and the conclusion is that the Company did not obtain income from the contracts concluded with clients.

The revenues recorded by the Company are accounted for by their nature (operational, financial), on an accrual basis.

Revenue is measured at fair value of consideration received or receivable. When the result of a transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognized only to the extent of the expenses recognized that are recoverable.

2.28 Interest income and interest expense

Interest income and interest expenses corresponding to financial instruments are recognized in profit or loss using the effective interest method based on accrual basis. The effective interest method is a method of calculating the amortized cost of a financial asset or a financial liability and of allocating the interest income or expense over the relevant period of time.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.28 Interest income and interest expense (continued)

The effective interest rate is the rate that exactly discounts estimated future cash flows payable or receivable during the expected life of the financial instrument or, when appropriate, a shorter period, to the gross carrying amount of the financial asset or amortised cost of a financial liability. In order to calculate the effective interest rate, the Company estimates the cash flows, considering all contractual terms of the financial instrument, but does not account for future credit losses. The calculation includes all fees paid or received between the parties that are part of the effective interest rate, transaction costs, and all other premiums or discounts.

2.29 Dividend income

Dividends on equity instruments are recognised in the income statement in "Dividend income" when the Company's right to receive payment is established.

2.30 Net gains / losses from sale of financial instruments

a) Net gains / (losses) from financial assets at fair value through profit or loss

Gains less losses from financial assets at fair value through profit or loss include the changes in fair value of financial instruments as at fair value through profit or loss and the income from sale of these financial instruments.

b) Net gains / (losses) from disposal of financial assets at fair value through other comprehensive income

Net gains or losses from disposal of financial assets at fair value through other comprehensive income include the revaluation reserve of financial assets at fair value through other comprehensive income. Income from the sale /assigning of investments held will be recognized at the date when the property right is transferred from seller to buyer, using the account value at the transaction date.

3 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES

The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events believed to be reasonable under the circumstances. In addition to experience and historical information, the Company also considers in evaluating these effects the current conditions in the financial industry.

3.1. Investment entity classification

The Company applied the amendmentsto IFRS 10, IFRS 12 and IAS 27 from 1 January 2015, and when after consideration of the criteria mentioned in the amendment, the Company's management concluded that the Company qualifies for classification as investment entity. Thus, a company which is an investment company does not need to consolidate any of its subsidiaries.

The management of Transilvania Investments assesses annually whetherthe Company isstill an investment entity. Thus, the Company re-assessed in 2024 the investment entity criteria and concluded that it meets such criteria, since the Company still:

a) obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES (CONTINUED)

3.1. Investment entity classification (continued)

b) commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
c) measures and evaluates the performance of substantially all of its investments on a fair value basis.

In addition, the Company has other characteristics specific to an investment entity, as follows:

(a) Services related to investments

The Company is a joint stock company which operates as a closed financial investment company, providing direct services related to managing investments for its investors, its main business activities are exclusively connected with providing activities specific to the closed-end investment companies.

(b) Business purpose

The Company's scope is to carry out business activities specific to its object and to obtain profit to be shared between shareholders and/or own sources to finance necessary and appropriate investments, permitted by the activity object and legal provisions.

The multi-annual strategic guidelines and the investment program approved by the Annual General Meeting of Shareholders are public information presented on the official website of the Company and can be consulted anytime by third parties and/or potential investors in order to support their investment decisions in the Company.

The Company's objective is the investment management of the portfolio and permanent identification of investment opportunities ensuring a reasonable level of investment risk dispersion in order to offer itsshareholdersthe opportunity to obtain attractive performance while increasing capital invested.

(c) Exit strategy

Starting January 1, 2015, the Company applies an exit strategy based on continuous monitoring of investments made through investment programs approved and continuous analysis of current market conditions, aiming to identify of the optimal output momentsto achieve the objectivesset by the budgets of revenues and annual expenditures, respectively achieving aggregate higher yields.

The Company applies an exit strategy adopted to the specificity of each category of investment, determined based on the strategy applied, the investment timeline and the triggering factors of the exitstrategy. The exitstrategy isreviewed annually.

(d) Fair value measurement

Starting with January 1, 2015, all financial investments of the Company are measured at fair value. For investments in subsidiaries and associates, including the corporate bonds issued by these which are owned by the Company are classified at fair value through profit or loss. Other investmentsin shares, bonds and fund units are classified as financial assets at fair value through other comprehensive income and as of January 1, 2018, further to the application of IFRS 9, are classified as financial assets at fair value through other comprehensive income.

The fair value of the financial instruments held by Transilvania Investments is estimated using the internal procedure and related methodology. A company that is an investment entity is not required to consolidate any of its subsidiaries.

The information described above is presented in Note 13.

4 DIVIDEND INCOME

During 2024 (respectively 2023) the Company has recorded dividend income as it follows:

	December 31,
Entity	2024	%

BRD GROUPE SOCIETE GENERALE SA	26.795.986	37.47
BANCA TRANSILVANIA SA	14.564.034	20.36
OMV PETROM SA BUCURESTI	13.297.429	18.59
EVERGENT INVESTMENTS SA	3.327.816	4.65
TRANSILVANIA LEASING SI CREDIT IFN SA	3.170.230	4.43
TURISM COVASNA	1.800.001	2.52
S.P.E.E.H.HIDROELECTRICA SA	1.755.345	2.45
TRANSILVANIA INVESTMENTS ALLIANCE REAL ESTATE SA	1.301.883	1.82
BURSA DE VALORI BUCURESTI SA	885.083	1.24
FONDUL PROPRIETATEA SA	854.985	1.20
MECANICA CODLEA SA	763.125	1.07
INDEPENDENTA	535.723	0.75
CASA ALBA INDEPENDENTA	533.487	0.75
S.N.G.N.ROMGAZ SA	498.180	0.70
S.N.NUCLEAR ELECTRICA SA	462.410	0.65
PURCARI WINERIES	247.000	0.35
OTHERS	726.435	1.02
Total	71.519.152	100,00

	December 31,
Entity	2023	%
FONDUL PROPRIETATEA SA	34.180.501	34.71
OMV PETROM SA BUCURESTI	15.247.046	15.48
BANCA TRANSILVANIA SA	12.792.417	12.99
TURISM, HOTELURI, RESTAURANTE MAREA NEAGRA SA	9.849.823	10.00
ARO-PALACE SA	6.914.092	7.02
FEPER SA	4.307.307	4.37
TURISM FELIX SA	3.975.556	4.04
EVERGENT INVESTMENTS S.A.	3.469.759	3.52
TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV	2.300.299	2.34
S.N.G.N. ROMGAZ S.A.	1.626.531	1.65
CASA ALBA INDEPENDENTA SIBIU	821.591	0.83
S.N. NUCLEARELECTRICA	785.709	0.80
BURSA DE VALORI BUCURESTI SA	735.274	0.75
TIA Real Estate (Cristiana)	697.969	0.71
PURCARI WINERIES PUBLIC COMPANY Ltd	209.000	0.21
MECANICA CODLEA SA	154.485	0.16
FOND INCHIS DE INVESTITII BET-FI INDEX INVEST	93.840	0.10
OTHERS	316.037	0,32
Total	98.477.235	100,00

Withholding tax related to dividends income for 2024 amounts to RON 5.487.418 (2023: RON 6.004.813).

5 NET GAINS /LOSS FROM FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS

	December 31, 2024	December 31, 2023
Net gains / (loss) from the sale of financial assets measured at fair value through profit or loss Net gains from the revaluation of financial assets measured at fair	12.082.571	(772.184)
value through profit or loss	(7.865.739)	154.083.123
Total	4.216.832	153.310.939

The trading environment (especially in the last months of 2024) has been volatile, characterized by an increased degree of unpredictability as a result of domestic and global political developments.

During 2024, positive fair value adjustments of RON 57.63 million were recorded.

The most significant positive fair value adjustment (unrealized profit) was recorded at the level of a stake active in the tourism and recreation sector, in the case of the issuer Aro- Palace S.A. (RON +20.40 million).

The most significant negative fair value adjustment (unrealized loss) was recorded at S.C.Nova Tourism Consortium S.A. (RON -56.26 million).The reasons for this adjustment are presented in Note 29 to these financial statements.

During 2023, the most important positive adjustment of the fair value (unrealized profit) was registered at the level of a stake active in the tourism and recreation sector, in the case of the issuer Turism Hotelurisi Restaurante Marea Neagra (RON +89,42 mil).

The most important negative adjustment of the fair value (unrealized loss) was recorded at the level of the issuer of the FEPER S.A. (RON - 3.75 mil). The negative adjustment is fully offset by the dividend collected during 2023.

The net losses and gains made on the sale of the shares valued at fair value through profit or loss were calculated as the difference between the amounts obtained from the sale of the holdings and their fair value at the last date annual financial statements.

The most significant profit realized during 2024 was recorded on the partial exit transaction from OMV Petrom (RON 6.34 million). During the reporting period, net losses from the sale of holdings of shares and fund units of the issuers were recorded in the total amount of RON -4.15 mil (RON -1.80 mil, One United Properties shares). During the reporting period, a gain of RON 0.75 mil was realized from the sale transactions of government securities.

The most important profit realized during 2023 wasrecorded in the right of the sale transaction of the company COMCM S.A. (RON 5.86 mil). During the reporting period there were recorded net losses from the sale of the shareholders' holdings in the total amount of RON 3.97 million. The most important loss was recorded following the capitalization of the stake held at Fondul Proprietatea (a loss fully compensated from the dividends collected during the period).

Also, from the transactions for the sale of government bonds, a gain of RON 4.36 million was obtained.

6 OPERATING INCOME

	December 31, 2024	December 31, 2023
Income from dividends prescribed (i)	-	23.969.342
Net gains / losses on realised foreign exchange differences from
transactions	(675)	20.796
Other operating income	440.267	1.975.389

Total	439.592	25.965.457

(i) Dividends prescribed are the dividends not collected by the rightful shareholders, for which the term to request payment has expired (3 years).

7 EXPENSES WITH THE REMUNERATION OF EMPLOYEES

	December 31, 2024	December 31, 2023
Salary expense Expenditure on benefits in the form of equity instruments	15.938.371 3.400.572	16.440.706 1.415.161
Income/(expenses) from the reversal/establishment of the provision for the benefits of employees, members of the
Directorate and Supervisory Board	(1.774)	-
Social contribution expense	350.609	363.567
Total	19.687.778	18.219.434

The total amount of the remunerations for 2024 was RON 15.412.731 of which RON 15.116.298 represents fixed remunerations.

The aggregated amount of remunerations for the following categories of staff for 2024:

Category			Variable
	No. of individuals	Fixed remunerations	remunerations

Management	10	7.009.758	226.776
AFIA staff with significant impact on
AFIA's risk profile and supervisory staff	28	5.700.300	69.657

The aggregated amount of remunerations for the following categories of staff for 2023:

Category			Variable
	No. of individuals	Fixed remunerations	remunerations

Management	10	8.957.111	226.778
AFIA staff with significant impact on
AFIA's risk profile and supervisory staff	28	5.579.438	69.656

7. EXPENSES WITH THE REMUNERATION OF EMPLOYEES (continued)

	December 31,	December 31,
	2024	2023
Higher education employees	34	33
Secondary education employees	4	4

In 2024, the Company had an average of 37 employees (2023: 37), with an actual number of 38 employees as at December 31, 2024 (December 31, 2023: 37).

8 FEES AND COMMISSIONS EXPENSE

	December 31,	December 31,
	2024	2023

Commission for the net asset owed to the Financial Supervisory
Authority	1.759.377	1.403.989
Depository commission	427.788	368.914
Transaction costs	598.889	621.348
Financial services costs	17.752	18.499
Other fees and commissions	75.132	77.073

Total	2.878.939	2.489.823

9 OPERATING EXPENSES

	December 31, 2024	December 31, 2023

Legal expenses	653.864	140.240
Other tax expenses (i)	476.997	487.173
Depreciation and amortization expenses	1.358.864	1.846.832
Audit expenses (ii)	556.751	504.751
Postal and telecommunication charges	112.331	225.141
Consumable materials expense	399.333	357.741
Insurance premium charges	208.747	195.741
Utilities expense	164.050	251.689
Transport and delegation expenses	233.676	227.826
Sponsorship expenses	221.000	458.650
Rent	167.013	112.687
Maintenance and repairs expenses	316.363	1.481.649
Net gains/(losses) from unrealised foreign exchange differences	(1.225)	53.171
Other expenses (iii)	5.687.270	6.363.306
Total	10.555.024	12.706.597

(i) Other tax expenses line include local taxes for buildings, vehicles, land.

(ii) The Company's statutory auditor for the years 2022, 2023 and 2024 was Forvis Mazars Romania SRL. The expenses with the statutory auditor's fee for the audit of the annual statutory financial statements for the year 2024, prepared in accordance with IFRS was RON 365.435 (2023: RON 305.937). The auditors did not provide other assurance services or non-audit services.
(iii) Other expenses line includes consulting services, IT system maintenance, financial expenses, security, archiving and translation services etc.

10 CURRENT INCOME AND DEFERRED TAX

The differences between regulations issued by the Romanian Ministry of Finance and the accounting rules applied in preparing these financial statements give rise to temporary differences between the carrying value and fiscal value of certain assets and liabilities.

The deferred income tax will be calculated in case of temporary differences using the taxing rate applicable at the date of such differences. At December 31, 2024, the Company registered a current income tax asset in amount of RON 2.797.211, while at December 31, 2023, the Company registered a current income tax liability in amount of RON 15.055.236.

Income tax comprises the following:

	December 31, 2024	December 31, 2023
Current corporate income tax expense Deferred income tax	(2.346.881) 544.092	(15.155.421) 426.909
Total	(1.802.790)	(14.728.512)

10. CURRENT INCOME AND DEFERRED TAX (continued)

a) Corporate income tax reconciliation:

	December 31,	December 31,
	2024	2023
Profit before tax	50.385.087	252.197.128

Tax expense using the statutory rate of 16% (2023: 16%)	(8.061.614)	(40.351.540)
Fiscal effect of non-deductible expenses	(35.829.952)	(30.723.282)
Other elements similar to income	(94.444)	(153.639)
Fiscal effect of non-taxable income Fiscal effect of deductible legal reserve	41.418.129 -	55.621.890 -
Sponsorship	221.000	451.150

Income tax for the current year	(2.346.881)	(15.155.421)
Income tax to comprehensive income	(5.924.202)	(2.221.354)
Current income tax to profit or loss – (Expense)/Benefit	(8.271.083)	(17.376.775)

	December 31, 2024	December 31, 2023

Income tax liability as at January 1	(15.055.236)	(3.650.349)
Income tax paid in the current year	25.967.309	5.971.887
Income tax payable in the current year	(8.271.083)	(17.376.775)
Current income tax liability as at December 31	2.640.990	(15.055.236)

b) Deferred taxes analysed by source of temporary difference.

Differences between the regulations issued by the Romanian Ministry of Finance and IFRS accounting principles, give rise to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their tax bases. The tax effect of the movements in these temporary differences is detailed below.

	January 1, 2024	Credited/ (charged) to other comprehensive income	Credited to profit or loss	December 31,
Tax effect of deductible/(taxable)
temporary differences
Fair valuation of financial assets measured
through other comprehensive income
(Note 22)	(57.190.506)	12.176.690	-	(69.367.196)
Fair valuation of tangible assets (Note 23)	(1.441.603)	59.526	-	(1.382.077)
Provisions for variable remuneration	1.604.571	-	544.092	2.148.663
Net deferred tax liability	(57.027.539)	(12.117.164)	544.092	(68.600.611)

11 BASIC AND DILUTED EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit for the period by the weighted average number of ordinary paid shares in issue during the period, excluding the average number of ordinary shares purchased by the Company and held as treasury shares (based on their settlement date), multiplied by a weighting factor based on the number of days in which the shares were in circulation compared to the number of days in the reporting year.

	December 31, 2024	December 31, 2023
Profit for the period	48.038.205	237.041.707
Weighted average number of ordinary shares Basic and diluted earnings per share	2.141.455.520 0,0224	2.154.566.387 0,1100

12 CASH AND CASH EQUIVALENTS

	December 31, 2024	December 31, 2023

Current accounts at banks, in RON	1.249.678	1.302.547
Current accounts at banks, in foreign currency	505.384	1.962.914
Bank deposits, in RON	16.749.446	56.929.249
Petty cash	2.761	7.793
Total	18.507.269	60.202.503

At December 31, 2024 and December 31, 2023 the amounts presented in the financial statements are neither past due, nor impaired.

At December 31, 2024 and 2023, the bank deposits have a contractual maturity below 1 month.

13 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

As at December 31, 2024 and December 31, 2023, the financial assets at fair value through profit or loss based on the nature of the financial instrument is presented as follows:

	December 31, 2024	December 31, 2023
Shares quoted on Romanian markets, of which: quoted on the Bucharest Stock Exchange (BSE) -	606.835.647 275.037.084	628.793.739 319.537.909
quoted on the alternative trading system of the BSE - (AeRO) Unquoted shares	331.798.563 102.530.571	309.255.831 162.630.044
Quoted unit funds Unquoted unit funds	- 22.679.438 732.045.656	654.635 19.726.467 811.804.885
Government securities Total	117.881.987 849.927.642	52.347.521 864.152.406

	December 31,	December 31,
	2024	2023
Shares listed on Romanian markets, of which:	606.835.647	628.793.739
- subsidiaries	560.093.675	521.231.135
- associate	14.301.987	15.890.012
- others	32.439.985	91.672.592
Unlisted shares, of which:	102.530.571	162.630.044
- subsidiaries	73.086.196	134.178.480
- associate	29.444.375	28.451.564
- others	-	-

As at December 31, 2024, investments in subsidiaries is presented as follows:

	Fair value at
	December 31,	Type of		Voting
Entity	2024	market	%	rights

TRANSILVANIA INVESTMENTS ALLIANCE EQUITY S.A.		unquote	100,00
	9.606.897	d		99,9977
TRANSILVANIA INVESTMENTS RESTRUCTURING SA	1.184.001	unquote	100,00
		d		100,00
NOVA TOURISM CONSORTIUM SA		unquote	99,99	99,99
	32.900.610	d
TRANSILVANIA INVESTMENTS ALLIANCE REAL		unquote	99,80
ESTATE SA	18.173.378	d		99,80
ORGANE DE ASAMBLARE SA	0	AeRO	95,70	95,70
TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV	33.123.266	AeRO	95,19	95,19
TURISM FELIX SA	149.096.608	BVB	93,69	93,69
TURISM COVASNA SA	33.553.715	AeRO	92,94	92,94
TRATAMENT BALNEAR BUZIAS SA	4.921.813	AeRO	91,87	91,87
SEMBRAZ SA	3.627.216	AeRO	90,97	90,97
INTERNATIONAL TRADE&LOGISTIC CENTER SA		unquote	87,30
	9.674.278	d		87,30
FEPER SA	55.089.838	AeRO	85,80	85,80
ARO-PALACE SA	88.846.082	AeRO	85,74	85,74
TUSNAD SA	17.333.552	AeRO	82,88	82,88
GRUP BIANCA TRANS SA		unquote	82,72
	1.547.031	d		82,72
MECANICA CODLEA SA	6.135.927	AeRO	81,07	81,07
ROMRADIATOARE SA BRASOV TURISM, HOTELURI, RESTAURANTE MAREA	7.609.344	AeRO	76,51	76,51
NEAGRA SA	93.500.490	BVB	69,71	69,71
CASA ALBA INDEPENDENTA SIBIU	45.877.429	AeRO	53,35	53,35

INDEPENDENTA SA	21.378.393	AeRO	53,30	53,30
Total	633.179.871

13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)

As at December 31, 2023, investments in subsidiaries is presented as follows

	Fair value at
	December 31,	Type of		Voting
Entity	2023	market	%	rights

TRANSILVANIA INVESTMENTS ALLIANCE EQUITY S.A.	8.253.675	unquoted	100,00	99,9977
TRANSILVANIA INVESTMENTS RESTRUCTURING SA	1.195.356	unquoted	100,00	100,00
NOVA TOURISM CONSORTIUM SA	89.862	unquoted	99,99	99,99
TRANSILVANIA INVESTMENTS ALLIANCE REAL ESTATE SA	18.248.733	unquoted	99,80	99,80
ORGANE DE ASAMBLARE SA	0	AeRO	95,70	95,70
TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV	27.831.384	AeRO	95,19	95,19
TURISM FELIX SA	137.088.140	BVB	93,03	93,03
TURISM COVASNA SA	33.377.811	AeRO	92,94	92,94
TRATAMENT BALNEAR BUZIAS SA	5.387.784	AeRO	91,87	91,87
SEMBRAZ SA	3.928.206	AeRO	90,97	90,97
HOTELURI RESTAURANTE SUD SA	94.340.179	unquoted	90,61	90,61
INTERNATIONAL TRADE&LOGISTIC CENTER SA	10.376.970	unquoted	87,30	87,30
FEPER SA	52.311.937	AeRO	85,80	85,80
ARO-PALACE SA	68.449.511	AeRO	85,74	85,74
TUSNAD SA	17.558.663	AeRO	82,88	82,88
GRUP BIANCA TRANS SA	1.673.704	unquoted	82,72	82,72
MECANICA CODLEA SA	5.768.975	AeRO	81,07	81,07
TURISM, HOTELURI, RESTAURANTE MAREA NEAGRA SA	90.777.175	BVB	78,80	78,80
ROMRADIATOARE SA BRASOV	8.728.366	AeRO	76,51	76,51
UTILAJ GREU SA	4.742.354	AeRO	70,39	70,39
VIROLA-INDEPENDENTA SIBIU	6.527.729	AeRO	53,62	53,62
CASA ALBA INDEPENDENTA SIBIU	41.577.376	AeRO	53,35	53,35
INDEPENDENTA SA	17.175.726	AeRO	53,30	53,30
Total	655.409.615

The fair value of companies quoted on alternative markets was determined according to the Company's accounting policies, through the valuation reports prepared as at December 31, 2024 and December 31, 2023.

All the Company's subsidiaries are incorporated in Romania.

13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)

As at December 31, 2024 investments in associates are as follows:

	Fair value as at December 31,
Entity	2024	Type of market	%

NEPTUN-OLIMP SA	6.334.860	Quoted	41,18
APOLLO ESTIVAL 2002 SA	3.176.052	Unquoted	39,62
PRAHOVA ESTIVAL 2002 SA	0	Unquoted	39,62
TOMIS ESTIVAL 2002 SA	957.417	Unquoted	39,62
SERVICE NEPTUN 2002 SA	1.960.819	Quoted	39,62
TURISM LOTUS FELIX SA	23.903.260	Unquoted	38,27
ROMAGRIBUZ VERGULEASA SA	0	Unquoted	37,30
TRANSILVANIA HOTELS & TRAVEL S.A.	0	Unquoted	37,01
FELAM SA	0	Unquoted	36,22
DORNA TURISM SA	3.165.665	Quoted	32,01
SOFT APLICATIV SI SERVICII SA	1.407.646	Unquoted	30,86
EMAILUL SA	2.270.217	Quoted	28,93
DUPLEX SA	570.426	Quoted	26,87
Total	43.746.362

13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)

As at December 31, 2023 investments in associates are as follows:

	Fair value as at
Entity	December 31, 2023	Type of market	%

NEPTUN-OLIMP SA	5,890,997	quoted	41,18
APOLLO ESTIVAL 2002 SA	3,668,094	unquoted	39,62
PRAHOVA ESTIVAL 2002 SA	0	unquoted	39,62
TOMIS ESTIVAL 2002 SA	949,730	unquoted	39,62
SERVICE NEPTUN 2002 SA	3,194,139	quoted	39,62
TURISM LOTUS FELIX SA	22,157,789	unquoted	38,27
ROMAGRIBUZ VERGULEASA SA	0	unquoted	37,30
TRANSILVANIA HOTELS & TRAVEL S.A.	0	unquoted	37,01
FELAM SA	0	unquoted	36,22
DORNA TURISM SA	2,712,470	quoted	32,01
SOFT APLICATIV SI SERVICII SA	1,675,951	unquoted	30,86
EMAILUL SA	3,518,041	quoted	28,93
DUPLEX SA	574,365	quoted	26,87
VERITAS PANCIU SA	0	unquoted	26,33
CNM PETROMIN SA CONSTANTA	0	unquoted	23,83
Total	44.341.574

The Company held corporate bonds measured at fair value through profit and loss at December 31, 2024 and at December 31, 2023 as follows:

Entity	Currency	Units at December 31, 2023	Units at December 31, 2022	Fair value December 31, 2023	Fair value December 31, 2022
Sibarex SA	RON	900.000	900.000	-	-
Total				-	-

13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)

At December 31, 2024 the Company owned corporate bonds issued by:

• Sibarex SA – bonds with a nominal value of RON 2.25 million. The bonds are unquoted, non-convertible into shares, are issued at a nominal value of RON 2.50 per bond, having a maturity period of 3 years (maturity date: 21 November 2016) and the annual interest rate resulting from the variable interest of ROBOR at 6 months plus 2.00%. Interest payments are made quarterly. As at December 31, 2024, accrued interest related to these bonds was RON 211,247. Principal and interest must be repaid in full by the repayment date or anticipated (partial or total) at the issuer's request. Given the Extraordinary General Meeting of Shareholders of the issuers of 14.11.2016 on the company's dissolution followed by liquidation, the fair value of the bonds as at December 31, 2024 is zero (December 31, 2023: zero). The bonds issued are secured with pledge without dispossession on the production equipment up to the value of bonds underwritten and paid and plus the entire period estimated interest. By Civil Decision no. 288/03.10.2017, the simplified procedure of bankruptcy and dissolution of the company was initiated.

Government securities held at 31 December 2024:

	December 31, 2024			December 31, 2023

Issuer	Currency	Number	Fair value	Number	Fair value

M.F.P. (ISIN RO7P95F9FNY6)	RON	4.500	20.042.303	2.700	11.923.828
M.F.P. (ISIN RODD24CXRK47)	RON	7.400	36.974.100	4.400	21.594.262
M.F.P. (ISIN ROJ0LNOCKHR8)	RON	2.800	13.662.069	-
M.F.P. (ISIN RON7NMKOKQG2)	RON	4.600	23.334.757	-
M.F.P. (ISIN RO1425DBN029)	RON	4.600	23.868.757	-
M.F.P. (ISIN RO1624DBN027)	RON	-	-	2.580	13.066.465
M.F.P. (ISIN RO52CQA3C829)	RON	-	-	1.000

Total		23.900	117.881.986	10.680	52.347.521

In relation to the fund units in the portfolio, measured at fair value through the profit and loss account, we make the following presentation:

	December 31, 2024	December 31, 2023
Entity	Number	Fair value	Number	Fair value
Fondul Inchis de Investitii Fondul Privat Comercial	11,933	6,925,778.51	11,933	5,953,243.46
Fondul Deschis de Investitii BT MAXIM	527,797	13,914,320.90	527,797	12,146,727.66
Fondul Deschis de Investitii Napoca	413,087	371,447.45	413,087	357,361.20
Fondul Deschis de Investitii GlobUS BlueChips	27,487	377,218.81	27,487	322,181.85
Fondul de Investiții Alternative Professional Globinvest	100	1,090,672.56	100	946,952.52
Fond Inchis de Investitii Bet-Fi Index Invest	-	-	782	654,635.03
Total	980.404	22.679.438	981.186	20.381.102

13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)

The portfolio managed by the Company includes investment funds that have declared a diversified investment policy. The funds register a high exposure on shares, which places them in a medium / medium-high risk class. Of these, only the BET-FI Index follows the evolution of a stock index (the BET-FI Index).

• Fondul Privat Comercial

Fondul Privat Comercial is an alternative investment fund, which places the resources attracted in listed shares issued by financial companies, bonds, fund units and bank deposits. The objective of the fund is to increase the value of the invested capital and to obtain income. The Fund will not invest in: promissory notes and other money market instruments such as bills of exchange, structured products, derivative financial instruments, traded outside regulated markets, corporate bonds not admitted to trading on a regulated market, Swap instruments and SFT - securities financing transaction. The synthetic risk indicator places the fund in risk class 4.

• Open Investment Fund BT MAXIM

BT Maxim is a stock fund that addresses in particular dynamic investors, with high risk profile, eager to capitalize on their own assets through the listed shares market. At the moment, the portfolio is focused on the energy and financial area, being oriented on pro-cyclical actions that will benefit from the current context with high prices for goods as well asthat of raising interest rates. The fund invests at least 85% in shares and the remaining 15% isinvested in fixed income instruments. The synthetic risk indicator places the fund in risk class 4.

• Open Investment Fund Napoca

FDI Napoca is an open investment fund with the fundamental objective of increasing the value of invested capital and which places a majority share of the resources attracted in shares listed on regulated markets in Romania. The Fund states that the investment objective can be achieved through an investment policy oriented in the medium and long term in listed shares, aiming to obtain profits as a result of the increase in the value of the investments made. The synthetic risk indicator places the fund in risk class 4.

• Open Investment Fund GlobUS BlueChips

Fdi GlobUS BlueChips is an open investment fund with an investment policy focused on the medium and long term in shares listed on regulated markets in the United States of America. It invests in shares issued by companies included in the main American indexes, characterised by a high stock exchange capitalisation, a high capacity of the management to obtain profit and a high return on capital invested. The synthetic risk indicator places the fund in risk class 4.

• Alternative Investment Fund Professional Globinvest

The investment policy of the fund is focused on the medium and long term, in high growth potential shares in time, discounted and/or interest-bearing debt securities such as government, municipal or corporate bonds, bank deposits, ownership securities issued by collective investment bodies. The fund will invest in financial instruments issued in Romania, preferably in the financial field.

• BET - FI Index

The Fund is listed on the Bucharest Stock Exchange and gives access to the yield of the BET-FI index. The Fund is based on the risk dispersion across the 5 financial investment companies (SIFs) and the shares of Fondul Proprietatea, traded on the BSE regulated market, by correlating the performances with those obtained by their index. The BET-Fi Index has been classified in risk class 4 of 7, which is equivalent to an average risk.

14. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The disaggregation of the financial assets at fair value through other comprehensive income by asset type is the following:

	December 31, 2024	December 31, 2023
Shares quoted on Romanian markets, of which:	929.283.253	791.873.469
- quoted on the Bucharest Stock Exchange (BSE)	918.604.427	776.211.513
- quoted on the alternative trading system of the BSE (AeRO)	10.678.826	15.661.956
Unquoted shares, preferred rights	12.892.214	12.652.610
Social parts	223.386	295.747
Participation titles	84.787.947	70.252.769
Total	1.027.186.801	875.074.595

	December 31, 2024	December 31, 2023
Carrying amount at 1 January	875.074.595	669.338.157
Net gains /losses on fair value, of which:
- net gains/losses on mark-to-market during the year (note 24)	112.026.815	199.424.081
Acquisitions	101.779.782	36.296.007
Sales	(61.694.391)	(29.983.650)

Carrying value at 31 December	1.027.186.801	875.074.596

The total value of dividends received at December 31, 2024 for such category of assets was RON 60.228.602 (December 31, 2023: RON 48.393.175).

15. FINANCIAL ASSETS AT AMORTISED COST

The Company applies the provisions of IFRS 9 related to expected credit losses, thus classifying the receivables in Stage 1, Stage 2 and Stage 3. No exposures were identified that, although performing, recorded a significant deterioration of credit risk (Stage 2) that would require the presentation under Stage 2. For Stage 3 sundry debtors, for which the collection is uncertain, the Company has calculated the impairment allowances. By applying the estimations according to IFRS in respect of Stage 1, the Company concluded that the expected loss allowance was not significant.

Sundry debtors include mainly amounts arising from final court sentences.

15 FINANCIAL ASSETS AT AMORTISED COST (continued)

Financial assets at amortised cost, non-pending and not impaired (Stage 1) are presented as follows:

	December 31, 2024	December 31, 2023
Ongoing settlements	7.353.757	2.529.313
Total	7.353.757	2.529.313

The amount of RON 7.353.757 represents the value of the transactions made in the last two BVB trading sessions with settlement at the beginning of 2025 (being settled within the T+2 days term).

Financial assets at amortised cost, overdue and impaired (Stage 3) are presented as follows:

December 31, 2024	Receivables from group	Other receivables	Receivables on transfer of shares	Dividends receivable
Gross carrying amount	7.634	234.690	-	73.368
Loss allowance	(7.634)	(44.851)	-	(62.052)
Net value	-	189.839	-	11.316

December 31, 2023	Receivables	Other	Dividends
	from group	receivables	receivable
Gross carrying amount	7.634	480.900	-
Loss allowance	(7.634)	(66.042)	-
Net value	-	414.858	-

16. OTHER ASSETS

	December 31, 2024	December 31, 2023
Consumables and other inventories	2.731	3.065
Prepayments	455.715	361.273
Other assets	239.109	205.296
Total	697.555	569.634

17. PROPERTY, PLANT AND EQUIPMENT

	Land and Buildings	Plant and equipment	Fixtures, fittings and furniture	Total
Balance at January 1, 2024
Gross value	17.707.818	3.061.336	257.963	21.027.117
Accumulated depreciation	(528.960)	(404.054)	(75.263)	(1.008.277)
Net book value	17.178.858	2.657.282	182.700	20.018.840
Acquisitions	-	197.705	35.226	232.931
Tangible assets in progress	-	5.697	27.750	33.447
Advances for property, plant and equipment	206.020	-	(362)	205.658
Sales or scraps	-	(439.036)	(3.942)	(442.978)
Depreciation recorded during the year	(579.882)	(449.249)	(40.384)	(1.069.515)
Depreciation for the assets sold	-	220.840	3.942	224.782
Balance at December 31, 2024
Gross book value	17.913.838	2.825.702	316.635	21.056.176
Accumulated depreciation	(1.108.842)	(632.462)	(111.706)	(1.853.010)
Net book value	16.804.996	2.193.240	204.930	19.203.166
	Land and Buildings	Plant and equipment	Fixtures, fittings and furniture	Total
Balance at January 1, 2023
Gross value	16.853.029	978.300	198.353	18.029.683
Accumulated depreciation	-	-	-	-
Net book value	16.853.029	978.300	198.353	18.029.683
Acquisitions	-	599.463	35.270	634.734
Tangible assets in progress

	(1.265.073)	1.614.058	31.969	380.954
Advances for tangible assets	-	-	4.889	4.889
Sales or scraps	-	(130.485)	(12.519)	(143.004)
Transfer from real estate investments	2.119.862	-	-	2.119.862
Depreciation recorded during the year Depreciation for the assets sold	(528.960) -	(447.288) 43.234	(86.882) 11.619	(1.063.130) 54.853
Balance at December 31, 2023
Gross book value	17.707.818	3.061.336	257.963	21.027.117
Accumulated depreciation	(528.960)	(404.054)	(75.263)	(1.008.277)

The Company has no restrictions on property titles. There are no cases of assets pledged as security for liabilities recorded. At the end of the financial years 2024 and 2023, the Company did not record contractual obligations for the purchase of tangible assets. The latest revaluation of the land and owned by the Company was on December 31, 2022 and the differences from the revaluation were recorded in other comprehensive income (Note 23).

17. INTANGIBLE ASSETS

	Licences	assets	Total
Balance at January 1, 2024
Gross carrying amount	458.807	775.415	1.264.222
Accumulated amortisation	(334.243)	(775.415)	(1.109.658)
Net carrying amount	124.564	-	124.564
Acquisitions	10.502	-	10.502
Advances for intangible assets	-	-	-
Sales or scraps	(55.024)	-	(55.024)
Depreciation recorded during the year	(58.050)	-	(58.050)
Depreciation for the assets sold	55.024	-	55.024
Balance at December 31, 2024
Gross carrying amount
	414.285	775.415	1.189.700
Accumulated amortisation	(337.269)	(775.415)	(1.112.684)
Net carrying amount	77.016	-	77.016

		Other intangible
	Licences	assets	Total
Balance at January 1, 2023

Gross carrying amount	487.870	775.415	1.263.285
Accumulated amortisation	(405.397)	(775.415)	(1.180.812)
Net carrying amount	82.473	-	82.473
Acquisitions	98.093	-	98.093
Advances for intangible assets	-	-	-
Sales or scraps	(127.157)	-	(127.157)
Depreciation recorded during the year	(56.002)	-	(56.002)
Depreciation for the assets sold	127.157	-	127.157
Balance at December 31, 2023	458.807	775.415	1.264.222
Gross carrying amount
Accumulated amortisation	(334.243)	(775.415)	(1.109.658)
Net carrying amount	124.564	-	124.564

18. RIGHT-OF-USE ASSETS

The Company holds lease agreements mainly for vehicles and has rented an office space in Bucharest.

Right-of-use assets under leases:

Balance at January 1, 2024
Gross value	1.284.182
Accumulated amortization	(381.280)
Net carrying amount	902.902
Purchases	491.610
Sales, scrapping, transfers	(38.100)
Amortization during the year	(231.289)
Depreciation for the assets sold	37.465
Balance at December 31, 2024	1.737.962
Gross value
Accumulated amortization	(575.103)
Net carrying amount	1.162.589

18. RIGHT-OF-USE ASSETS (continued)

Balance at January 1, 2023
Gross value	4.011.257
Accumulated amortization	(497.171)
Net carrying amount	3.514.087
Purchases	45.645
Sales, scrapping, transfers	(2.772.721)
Amortization during the year	(727.700)
Depreciation for the assets sold	843.591
Balance at December 31, 2023
Gross value	1.284.182
Accumulated amortization	(381.280)
Net carrying amount	902.902

Lease liabilities:
Balance at January 1, 2024	1.009.620
Debt recognition	1.009.620
Increase	546.599
Debts paid	(235.869)
Foreign differences	63.937
Balance at December 31, 2024	1.384.287

Due in less than one year	378.057
Due in more than one year	1.006.230

Year	December 31, 2024
Year 1	378.057
Year 2	200.660
Year 3	200.660
Year 4	283.233
Year 5	112.632
Year 6	112.632
Year 7	96.413
Total debt	1.384.287

18. RIGHT-OF-USE ASSETS (continued)

Balance at January 1, 2023	3.988.871
Debt recognition	3.988.871
Increase	-
Debts paid	(2.914.517)
Foreign differences	64.733
Balance at December 31, 2023	1.009.620
Due in less than one year	237.415

Due in more than one year 772.205

Year	December 31, 2023

Year 1	237.415
Year 2	112.632
Year 3	112.632
Year 4	112.632
Year 5	112.632
Year 6	112.632
Year 7	112.632
Year 8	96.413

Total debt	1.009.620

19. FINANCIAL LIABILITIES

	December 31, 2024	December 31, 2023
Dividend payables (i)	20.641.471	10.366.626
Trade payables	2.377.326	4.694.359
Collections made in advance from third parties	10	40
Liabilities with related parties	26.107	10.513
Total	23.044.914	15.071.538

(i) The movement in the dividends payable is presented in the following table:

	December 31, 2024	December 31, 2023
Balance at 1 January	10.366.626	25.018.538
Dividends declared	32.436.657	30.274.213
Dividends returned	425	683
Dividends paid during the current year, including tax	(21.735.984)	(20.957.466)
Dividends prescribed (recorded as income) (see Note 6)	(426.253)	(23.969.342)
Balance at 31 December	20.641.471	10.366.626

20. OTHER LIABILITIES

	December 31, 2024	December 31, 2023
Salaries liabilities	812.452	711.353
Taxes payable	1.115.225	1.267.911
Social contributions owed to the state budget	625.114	455.788
Total	2.552.791	2.435.052

The debts related to taxes and duties include the amount of RON 961.262 representing the tax on dividends related to the year 2023 with the payment term due in January 2025.

21. SHARE CAPITAL

The statutory share capital of the Company as at December 31, 2023 is RON 216,244,380, out of which RON 216,244,380 represents the subscribed and paid capital (registered with the Trade Register).

The subscribed and paid share capital is divided in 2,162,443,797 shares. The Company's shares are common, nominative, indivisible, of equal value and dematerialized, issued at nominal value of RON 0.10 per share.

	December 31, 2024	December 31, 2023
Total share capital recorded at the Trade Register	216,244,380	216,244,380
Share capital according to IFRS	216,244,380	216,244,380

Shareholding at December 31, 2024

			Percentage out of
			total shares
Shareholders	Number	Shares	(%)
	6.951.654	2.135.165.332	98,74
Resident shareholders
individuals	6.951.450	1.085.520.863	50,20
legal persons	204	1.049.644.469	48,54
Non-resident shareholders	2.510	27.278.465	1.26
individuals	2.490	12.755.116	0,59
legal persons	20	14.523.349	0,67
TOTAL	6.954.164	2.162.443.797	100,00
individuals	6.953.940	1.098.275.979	50,79
legal persons	224	1.064.167.818	49,21

Shareholding at December 31, 2023

			Percentage out of total shares
Shareholders	Number	Shares	(%)
	6.954.349	2.115.903.182	97,85
Resident shareholders
individuals	6.954.133	1.086.715.352	50,26
legal persons	216	1.029.187.830	47,59
Non-resident shareholders	2.483	46.540.615	2,152
individuals	2.460	12.305.776	0,57
legal persons	23	34.234.839	1,58
TOTAL	6.956.832	2.162.443.797	100,00
individuals	6.956.593	1.099.021.128	50,83

legal persons 239 1.063.422.669 49,17 22. FAIR VALUE REVALUATION RESERVE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The fair value revaluation reserve of financial assets at fair value through other comprehensive income is net of tax.

	December 31, 2024	December 31, 2023
Gross fair value revaluation reserve of financial assets at fair value through other comprehensive income	425.798.148	350.172.047
Deferred tax liabilities (Note 10)	(69.367.196)	(57.190.506)
Net reserve	356.430.952	292.981.541

This note shows the changes in the fair value revaluation reserve of financial assets at fair value through other comprehensive income.

	Revaluation reserves for financial assets at fair value through other comprehensive income
	Deferred
	Gross	tax	Total net
Balance as at January 1, 2024	350.172.047	(57.190.506)	292.981.541
Loss on changes in fair value from mark-to-market Transfer of reserve to retained earnings upon sale of financial assets at fair value through other	(115.127.871)	20.576.392	(94.551.479)
comprehensive income	39.501.770	(8.399.702)	31.102.068
Balance as at December 31, 2024	425.798.148	(69.367.196)	356.430.952

23. REVALUATION RESERVE FOR PROPERTY, PLANT AND EQUIPMENT

The last revaluation of the land and buildings was performed by the Company at December 31, 2022, through REVALTEX SRL (independent valuator – ANEVAR member), which resulted in an increased revaluation reserve by RON 4.176.746 namely 32%.

The revaluation reserves cannot be distributed to shareholders as dividends.

	Gross	Deferred tax	Total net
Balance at January 1, 2023	15.942.314	(339.407)	15.602.907
Transfer of the reserve to retained earnings Revaluation differences Revaluation reserve	(289.393) - -	- 107.940 -	(289.393) 107.940 -
Balance at December 31, 2023	15.652.921	(231.467)	15.421.454
Balance at January 1, 2024	15.652.921	(231.467)	15.421.454
Transfer of the reserve to retained earnings Revaluation differences Revaluation reserve	(7.316) - -	- 59.526 -	(7.316) 59.526 -
Balance at December 31, 2024	15.645.605	(171.941)	15.473.664

24. OTHER RESERVES

Other reserves have been created as a result of the statutory profit allocation.

	December 31, 2024	December 31, 2023
Statutory legal reserves (i)	43.248.876	43.248.876
Reserves from profits of previous years	973.532.216	768.465.309
Other reserves (ii)	3.912.094	3.912.094
Total	1.020.693.185	815.626.279

The movement in reserves is presented below:

	December 31, 2024	December 31, 2023
Balance at 1 January	815.626.279	784.291.364
Distribution from profit and retained earnings Increase of share capital by embedding reserves Statutory legal reserve (i)	205.066.907 - -	31.334.915 - -
Balance at December 31	1.020.693.186	815.626.279

(i) The statutory legal reserves represent the accumulated transfers from the retained earnings made according to the local legislation. These reserves cannot be used to remunerate the shareholders with dividends. The local legislation provides that at least 5% from the profit of the Company must be transferred to legal reserves until this reserve reaches up to 20% from the share capital of the Company.

(ii) Tax facilities generated by favourable exchange rate differences.

25. TREASURY SHARES

The Extraordinary General Meeting of Shareholders on 22.04.2024 approved the development of two programs of redemption by the company of its own actions, under the following conditions:

(i) cumulative size of programmes maximum 34.003.797 shares with nominal value of 0.10 lei/share, representing 1,5724% of the share capital;
(ii) the share acquisition price the minimum price shall be equal to the market price of the shares of the company on the Bucharest Stock Exchange from the moment of making the purchase and the maximum price shall be 0,50 lei/share;
(iii) the duration of each programme the period of maximum 18 months from the date of publication of the decision of the A.G.E.A.in the Official Gazette of Romania part IV-;
(iv) payment of redeemed shares from available reserves (except legal reserves) recorded in the last approved annual financial statements;
(v) the destination of the two programmes, in this order:
- I. maximum 24.003.797 shares for the purpose of reducing the share capital by canceling the redeemed shares;
- II. maximum 10.000.000 sharesfor distribution free of charge to members of the Supervisory Board, the Directorate and identified personnel, within a Stock Option Plan program, in accordance with the approved remuneration policy at company level;
(vi) granting a mandate to the Directorate for carrying out this decision.

	December 31, 2024	December 31, 2023
Treasury shares redeemed	(13.872.296)	(475.749)
Total	(13.872.296)	(475.749)

26. BENEFITS GRANTED TO THE SUPERVISORY BOARD MEMBERS, EXECUTIVE BOARD MEMBERS AND COMPANY PERSONNEL

The benefits granted to the Supervisory Board members, members of the Directorate and company personnel in the form of equity instruments represent the value of benefits related to their participation to the benefit plan within Stock Option Plan programs (SOP), component of the variable remuneration granted in the form of shares.

In 2024, the members of the Supervisory Board and of the Directorate, as well asthe other identified staff, were granted variable remuneration consisting of:

1. shares issued by the company on the basis of the plan to stimulate and reward the personnel identified by the free grant of shares ("Stock Option Plan") for the year 2021 (second deferred tranche);
1. cash, based on the remuneration policy valid for 2021, in accordance with the provisions of the Incentive and rewarding plan forstaff identified by free action ("Stock Option Plan") for the year 2021 (second deferred tranche).

We mention that the variable remuneration provided in the Remuneration Policy in force on the date of approval of SOP 2021 (policy approved by the Decision of A.G.O.A. 1/28.04.2021), was composed of 50% shares issued by the company and 50% cash, with an initial component of 50% and a component subject to the deferral period of 50%).

1. sharesissued by the company on the basis of the incentive and reward plan of the personnel identified by the free grant of shares ("Stock Option Plan") for the year 2022 (first deferred tranche).
1. sharesissued by the company on the basis of the incentive and reward plan of the personnel identified by the free grant of shares ("Stock Option Plan") for the year 2023 (initial component).

For the year 2024, the Company has a plan of benefits totaling RON 5.000.000 (value recognized in equity in 2024 according to the remuneration policy: RON 2.268.000) for which it carries out a program for the redemption of its own shares according to the Decision of the A.G.E.A. of 22.04.2024 for a maximum of 10.000.000 shares, at a maximum price of 0.50 RON/share, shares intended for distribution under the stock option plan.

27. TRANSACTIONS WITH RELATED PARTIES

Parties are generally considered to be related if the parties are under common control, or one party has the ability to control the other party or can exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.

During 2024 and 2023, the outstanding transactions with related parties were as follows:

Expenses with subsidiaries:	Transaction type	December 31, 2024	December 31, 2023

International Trade Center& Logistic	Rental services	-	898
Aro Palace S.A.	Hotel services	175.625	192.272
T.I.A. Real Estate S. A. (Cristiana S.A.)	Utilities	82.403	83.323
Turism, Hoteluri Si Restaurante Marea	Hotel services
Neagra		-	36.720
Turism Covasna S.A.	Hotel services	312	-

Total		258.340	313.212

Expenses with associated entities:	Transaction type	December 31, 2024	December 31, 2023

Turism Lotus Felix S.A.	Hotel services	5.560	-
Transilvania Hotels&Travel S.A.	Utilities	543	1.918
Dorna Turism S.A.	Hotel services	430	-
Total		6.533	1.918

Expenses with subsidiaries are included in the "Other operating expenses" line in the statement of profit or loss and other comprehensive income.

Dividend income from subsidiaries for 2024 and 2023 is as follows:

	December 31,	December 31,
Dividend income from subsidiaries	2024	2023

Transilvania Leasing si Credit IFN	3.170.230	2.300.299
Turism Covasna S.A.	1.800.001	-
T.I.A. Real Estate S.A.	1.301.883	697.969
Mecanica Codlea S.A.	763.125	154.485
Independenta S.A.	535.723	3.975.556
Casa Alba Independenta S.A.	533.486	821.591
Turism, Hoteluri Si Restaurante Marea Neagra	-	9.849.823
Aro Palace S.A.	-	6.914.092
Feper S.A.	-	4.307.307
Utilaj Greu S.A.	-	71.101

Total	8.104.449	29.092.223

Income from associates shall be as follows:

	Type of transaction	December 31,	December 31,
Income from associates		2024	2023
Turism Lotus Felix SA	Fixed assets	326.179
Soft Aplicativ si Servicii SA	Dividends	62.395	26.070
Total		388.574	26.070

Dividend income obtained from affiliated entities are presented in the Statement of Profit or Loss and Other Comprehensive Income on "Dividend Income" line.

27. TRANSACTIONS WITH RELATED PARTIES (continued)

Key management December 31, 2024

On 31.12.2024, the Transilvania Investments Directorate consisted of Mr. Marius-Adrian Moldovan – Executive President, Ms. Stela Corpacian-Executive Vice President and Mr. Razvan-Legian Rat-Executive Vice President. The mandate of the members of the Directorate is valid until 20.04.2028.

During 2024 there were a number of changes in the composition of the Directorate as follows:

By the Authorization no. 2/11.01.2024, the Financial Supervisory Authority authorized the composition of the Directorate (Mr. Radu Claudiu Rosca-Executive President, Mr. Mihai Buliga-Executive Vice-President and Ms. Stela Corpacian - Executive Vice-President) following the appointment by the Supervisory Board of Mr. Mihai Buliga as a member of the Directorate. The mandate of the above-mentioned members of the Directorate expired on 20.04.2024.

By the Authorization no. 50/19.04.2024 and Authorization no. 52/26.04.2024, the Financial Supervisory Authority authorized Mr. Răzvan-Legian Raț and Ms. Stela Corpacian as members of the Directorate, for a 4-year mandate, valid until 20.04.2028.

By the Authorization no. 88/09.08.2024, the Financial Supervisory Authority authorized the composition of the Directorate (Mr. Marius-Adrian Moldovan-Executive President, Ms. Stela Corpacian-Executive Vice-President and Mr. Răzvan-Legian Raț-Executive Vice-President) following the appointment by the Supervisory Board of Mr. Marius-Adrian Moldovan as member of the Directorate, in accordance with the Supervisory Board Decision no. 1/28.05.2024.

As of 31.12.2024, the Supervisory Board of the Company was composed of Mr. Patrițiu Abrudan - President, Mr. Marius-Petre Nicoară - Vice-President, Mr. Constantin Frățilă - member, Mr. Vasile-Cosmin Turcu - member and Mr. Horia-Cătălin Bozgan - member. The mandate of the members of the Supervisory Board is valid until 19.04.2025.

We mention that, in the period 09.02.2024-22.04.2024, Mr. Vasile-Cosmin Turcu and Mr. Horia - Cătălin Bozgan held the position of provisional members of the Supervisory Board, being appointed by F.S.A. through Authorization no. 13/09.02.2024, following their appointment in this capacity by the Supervisory Board for a mandate between the date of authorization by F.S.A. and 30.04.2024.

Subsequently, the Ordinary General Meeting of Shareholders of 22.04.2024 approved the election of Mr. Horia-Cătălin Bozgan and Mr. Vasile-Cosmin Turcu as members of the Supervisory Board of the Company, for a mandate from the date of their authorization by the Financial Supervisory Authority until 19.04.2025.

By the Authorization no. 73/11.07.2024, the Financial Supervisory Authority authorized Mr. Vasile-Cosmin Turcu and Mr. Horia-Cătălin Bozgan as members of the Supervisory Board, for a mandate valid until 19.04.2025, in accordance with the Resolution of the Ordinary General Meeting of Shareholders no. 1/22.04.2024.

The fixed paid or payable indemnities are as follows:

	December 31, 2024
Supervisory Board	3.529.763	5.043.413
Executive Board	2.589.738	3.345.659
Total	6.119.501	8.389.072

The Company did not grant loans or advances (except advances for salaries and/or transport) to the members of the Supervisory Council and the Executive Board, therefore, at December 31, 2024 no such obligations were registered (also applicable for the financial year ended December 31, 2023).

28. PRESENTATION OF THE FINANCIAL INSTRUMENTS BY MEASUREMENT CATEGORIES

For the purposes of measurement, IFRS 9 "Financial Instruments" classifies financial assets into the following categories: (a) financial assets measured at amortised cost; (b) financial assets measured at fair value through other comprehensive income; (c) financial assets at fair value through profit or loss and (d) financial liabilities at amortised cost or at fair value. The following table provides a reconciliation of financial assets and liabilities with these measurement categories as of December 31, 2024:

	Financial assets measured at amortised cost	Financial assets measured at fair value through other comprehensive income
Cash and cash equivalents	18.507.269	-
Financial assets at fair value through other comprehensive income	-	1.027.186.801
Financial assets at fair value through profit or loss Government securities recognized at fair value through the profit and loss	-	-
Other financial assets at amortised cost	7.554.912	-
Total financial assets	26.062.181	1.027.186.801
Financial liabilities at amortised cost	-	-
Total financial liabilities	-	-

28. PRESENTATION OF THE FINANCIAL INSTRUMENTS BY MEASUREMENT CATEGORIES (continued)

The table below presents a reconciliation of the financial assets and liabilities with measurement categories at December 31, 2023:

	Financial assets measured at amortised cost	Financial assets measured at fair value through other comprehensive income
Cash and cash equivalents Financial assets measured at fair value through other comprehensive income	60.202.503 -	- 875.074.595
Financial assets at fair value through profit or loss Government securities recognized at fair value through the profit and loss	-	-
Other financial assets at amortised cost	2.955.488	-
Total financial assets	63.157.991	875.074.595
Financial liabilities (at amortised cost)	-	-
Total financial liabilities	-	-

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value

According to IFRS 13, according to the input used in the valuation process, the fair value levels are defined as follows:

Level 1 inputs: quoted prices(unadjusted) in active marketsfor identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 inputs: unobservable inputs for the asset or liability.

To estimate the fair value that uses Level 1 inputs, the Company relates to the closing /reference prices on the domestic and/or foreign trading systems.

According to International Financial Reporting Standards, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The materiality level of the inputsin the estimation of fair value as a whole is established by using professional judgment, taking into accountspecific factors, due to the complexity of a valuation ofsuch investments and to the fact that changes in fair value are reflected in the financial statements.

The fair value of the financial instruments held by Transilvania Investmentsis estimated according to the valuation rules, policy, procedure and methodology for valuing assets for financial reporting purposes. During 2024, a series of briefings were presented on the policies, procedures and rules defined by the Company: annual review of the valuation policy and procedures implemented at the level of Transilvania Investments, update of specific documents regarding the functioning of the company as F.I.A.I.R, publication and availability of evaluation rules used by Transilvania Investments.

Given its organisational structure and the internal regulations within Transilvania Investments, for some participations that are classified as Level 3 on the fair value hierarchy, the evaluation activity is based on specific services provided by a contractual partner, in compliance with the provisions of specific legislation and Valuation Standards applicable at the reference date of the report (valuation date).

During 2024 was in place a contract with a company specialised in valuation, which prepared and delivered to Transilvania Investments a series of valuation reports aimed at estimating the fair value for financial reporting purposes of participationsrepresenting majority or minority stakesin listed or unlisted companiesfrom varioussectors of activity. PricewaterhouseCoopers Management Consultants S.R.L. delivers valuation services, is a corporate member of ANEVAR and meets the specific requirements provided by the legislation in force regarding the independence, qualification, experience and competences required for such activity.

Included in the financial instruments whose estimated fair value uses Level 3 inputs in the fair value hierarchy, the Company has included the following financial assets:

(i) Financial assets at fair value through other comprehensive income, consist of equity shares and social parts (participation in the share capital of the entity of less than 20% classified in this category), participation titles;

(ii) Financial assets at fair value through profit and loss, consist of equity shares (participation in the share capital of the entity of more than 20% and less than 20% classified in this category), bonds, government securities, fund units.

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

The methodology for estimating the fair value takes into account the structure of the portfolio of financial instruments managed by Transilvania Investments as well as the specifics of the investments held. The data and information used in the process of estimating the fair value will be based on reliable and relevant sources of information at the valuation reference date and the data will be obtained from independent sources, if possible and appropriate. The models used in the estimate of fair value depends on the quality, quantity and reliability of data and available information as well as professional judgment.

In the general concept and the rules defined at the fund level by its authorization as F.I.A.I.R. it was taken into account that the holdings held in issuers listed on an alternative / multilateral system in Romania should be assimilated to securities with a liquidity considered as irrelevant for the application of the the market marking method, the option being that the shares of those companies are assessed on the basis of an assessment report in accordance with the valuation standards in force. For the companies listed on the main segment of the Bucharest Stock Exchange, it is taken into account that, as a rule, the trading activity of those shares is considered relevant for the application of the the market marking method. In specific situations not falling within the general coordinates referred to, a prudential judgment shall be considered on quantitative and/or qualitative issues relating to the market and trading activity of securities relating to the issuer.

For equity investments and social parts whose estimated fair value uses Level 3 inputs, the following approaches have been considered:

Market approach comparison with companies operating on the capital market;
The income approach discounted cash flow method, discounted dividends method and dividend capitalisation method;
Asset approach adjusted net asset method.

The fair value estimation process relates to a volatile economic environment influenced by phenomena whose effect, duration or evolution may be difficult to determine and foresee (e.g., the Covid-19 pandemic, energy prices etc.) and such assumptions or matters are reflected in the evaluation reports, as far as possible. The high volatility of specific factors may generate changes in existing circumstances in a relatively short time and the impact on the economic conditions, on the financial markets or at company level could lead to changes in the values initially estimated. An important element that determines the consistency and relevance of date and information used in the evaluation process is the availability and level of complexity of the financial reports of the issuers part of the managed portfolio.

As of 31 December 2024 the fair value of the portfolio of shares for which the valuation was based on the market marking principle is 63,9% of the total value of the portfolio of financial assets managed by Transilvania Investments. The portfolio ofsharesfor which level 3 input data were used and which were the subject of evaluation reports prepared by third parties have a share of 23.0% in the total amount of financial assets held by Transilvania Investments on 31 December 2024. At the level of the shares portfolio, there were no participatory movements between the levels of the fair values hierarchy.

In a current report dated March 2025, Transilvania Investments informed its shareholders and investors of a series of disputes initiated by Nova Tourism Consortium S.A. (a company 99.99% owned by Transilvania Investments), triggered by the identification of a situation regarding its shareholding in Hotel Restaurante Sud S.A. Following the registration with the National Trade Register Office in March 2025 of a capital increase operation of the company Hotel Restaurante Sud S.A., carried out on the basis of a decision of the E.G.S.M from May 2024, the share held by Nova Tourism Consortium S.A. in the company in question changed from 90.61% to 48.24% by introducing a new shareholder in the shareholder structure of Hotel Restaurante Sud with a 46.76% stake. The share capital was increased at nominal value, without the existence of a valuation report establishing the subscription price, with the waiver of the pre-emptive rights of the existing shareholders and without any form of prior publicity regarding the convening of the General Shareholders' Meeting and/or the adoption of the resolution, under the conditions of a 3-year term of full payment of the subscribed capital. Transilvania Investments has not granted a mandate in this regard to the Sole Administrator of Nova Tourism Consortium S.A., so it denounces and contests the legality of the aforementioned transaction and will

take all necessary measures. In the context of the above, Transilvania Investments had to proceed promptly to update the fair value of the stake held in Nova Tourism Consortium S.A., resulting in an adjustment of RON -56.26 million and an impact on the net asset value as at December 31, 2024 estimated at approximately -2.8%.

For corporate bonds in the Transilvania Investments portfolio, the estimated fair value takes into account the "default" stage of the respective issue, determined by exceeding the deadline provided in the prospectus for the payment of principal and coupons. According to the fund rules and methodology for the valuation of financial assetsin this category, they are recorded atzero value. The governmentsecurities held by Transilvania Investments at 31.12.2024 are classified in level 2 of the fair value hierarchy and are assessed on the basis of composite price benchmarks published by Bloomberg, respectively mid quotes that have as main support direct observations on the financial instrument.

For fund units the fair value shall be reported to the unit value of the net asset (VUAN) published or communicated by the fund manager for the reference date, respectively, and for the title of participation held in a closed type investment entity, the capital contributions made by Transilvania Investments and the net asset value (VAN) assigned to Transilvania Investments are taken into account, according to the periodic financial reports communicated to investors by that entity.

At the level of the entire portfolio of financial instruments owned by Transilvania Investments, on December 31, 2024, the value of the financial assets recognized at fair value through the profit and loss account amounts to RON 849,9 million, respectively, of which 32,4% is the value of the shares in level 1 of the fair values hierarchy.

Compared to the situation on 31 December 2023, at the end of 2024 the financial assetsrecognised at fair value through the profit and loss account recorded a decrease of about 1,6%, respectively RON -14,2 million. This was determined by:

the evolution of the quotations related to the financial instruments from Transilvania Investments's portfolio, listed on regulated markets or alternative trading systems and falling within level 1 of the fair value hierarchy,
the trading activity carried out by Transilvania Investments during 2024,
inflows and outflows of financial assets the amounts of which are recognized in the income statement of the Company,
the fair values estimated or determined for holdings classified in levels 2 or 3 of the value hierarchy and recognized through the profit and loss account (shares, fund units, government securities).

As at December 31, 2024, the Company had assets measured at fair value classified on the three levels of the fair value hierarchy, as follows:

		Level 1	Level 2	Level 3	Total
	FINANCIAL ASSETS Financial assets at fair value through other comprehensive income, out of which:	924.512.585	-	102.674.216	1.027.186.801
-	Equity shares	924.512.585	-	17.886.269	942.398.854
-	- Financial	721.415.116	-	2.632.862	724.047.978
-	- Energy	182.551.650	-	-	182.551.650
-	- Real estate	2.882.478	-	4.770.669	7.653.147
-	- Industry	1.764.171	-	1.100.248	2.864.419
-	- Tourism	-	-	9.151.456	9.151.456
-	- Other	15.899.170	-	231.034	16.130.204
-	Participation titles	-	-	84.787.947	84.787.947

	Level 1	Level 2	Level 3	Total
FINANCIAL ASSETS Financial assets at fair value through profit and loss, out of which:	275.037.084	117.881.986	457.008.572	849.927.642
Equity shares -	275.037.084	-	434.329.134	709.366.218
- Financial -	11.638.996	-	33.123.266	44.762.262
- Energy -	15.510.204	-	-	15.510.204
- Real estate -	-	-	161.917.279	161.917.279
- Industry -	-	-	55.118.101	55.118.101
- Tourism* -	242.597.098	-	182.192.416	424.789.514
- - Other	5.290.786	-	1.978.072	7.268.858
- Corporate bonds, government		117.881.986
securities	-		0	117.881.986
- Fond units	-	-	22.679.438	22.679.438
Total financial assets	1.199.549.669	117.881.986	559.682.788	1.877.114.443

NON-FINANCIAL ASSETS Property, plant and equipment	-	-	19.203.166	19.203.166
Total assets measured at fair value	1.199.549.669	117.881.986	578.885.954	1.896.317.609

As at December 31, 2023 the Company had assets measured at fair value classified on Level 1 and Level 3 in the fair value hierarchy, as follows:

		Level 1	Level 2	Level 3	Total
	FINANCIAL ASSETS Financial assets at fair value through other comprehensive income, out of which:	787.568.913	-	87.505.682	875.074.595
-	Equity shares	787.568.913	-	17.252.913	804.821.826
-	- Financial	626.280.785	-	2.032.339	628.313.124
-	- Energy	148.868.601	-	0	148.868.601
-	- Real estate	-	-	4.304.555	4.304.555
-	- Industry	2.502.036	-	1.256.791	3.758.827
-	- Tourism	-	-	9.353.961	9.353.961
-	- Other	9.917.491	-	305.267	10.222.758
-	Participation titles	-	-	70.252.769	70.252.769

	Level 1	Level 2	Level 3	Total
FINANCIAL ASSETS Financial assets at fair value through profit and loss, out of which:	319.537.909	52.347.521	492.266.976	864.152.406
- Equity shares	319.537.909	-	471.885.874	791.423.783
- - Financial	31.745.305	-	27.831.384	59.576.689
- - Energy	51.610.613	-	-	51.610.613
- - Real estate	2.901.028	-	258.192.323	261.093.351
- Industry -	-	-	23.459.004	23.459.004
- Tourism* -	227.865.315	-	160.152.847	388.018.162
- Other -	5.415.648	-	2.250.316	7.665.964
Corporate bonds, government -		52.347.521
securities	-		-	52.347.521
Fond units -	-	-	20.381.102	20.381.102
Total financial assets	1.107.106.822	52.347.521	579.772.658	1.739.227.001

NON-FINANCIAL ASSETS Property, plant and equipment	-		20.018.840	20.018.840
Total assets measured at fair value	1.107.106.822	52.347.521	599.791.498	1.759.245.841

* Participation held at T.H.R. Marea Neagra S. A. was adjusted with the package of 226,942,936 shares transferred on the basis of the issuer's division project.

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

As at December 31, 2024 and December 31, 2023, the Company did not hold financial liabilities measured at fair value. As at December 31, 2024, financial assets measured at fair value classified on level 3 are as follows:

					Inputs used
ASSETS AT FAIR VALUE			Income-based
	Fair value	Market comparison	method	Asset-based method	Market comparison
Financial assets
Financial assets measured at fair value through other comprehensive income, of which:
- Other investments
Shares, equity interests	17.886.269	15.245.760	1.238.746	1.401.763	financial data (revenues, turnover, EBITDA, EBIT, equity, total assets), acquisition price
Participation titles	84.787.947	-	-	84.787.947
Financial assets measured at fair value through profit or loss, of which:
- Investments in subsidiaries
Shares	390.582.772	-	294.877.907	95.704.865
- Other investments
Shares	43.746.362	10.139.777	25.310.906	8.295.679	financial data (turnover, equity, EBITDA, EBIT, net
Fund units	22.679.438	-	-	22.679.438
Total	559.682.788	25.385.537	321.427.559	212.869.692
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions,
the original language version of our report takes precedence over this translation.
				70

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

assets	Fair value as at December 31, 2024	Measurement method	Unobservable input, value ranges	Unobservable input vs. Fair value – sensitivity
			Weighted average cost of capital values ranging from 10.1% to 11.6%	The lower the weighted average cost of capital, the higher the fair value, and vice versa.
		Income-based approach – discounted cash flow method, discounted dividends	Cost of equity: max. 13.7%	The lower the equity cost, the higher the fair value and vice versa.
			Long-term income rate of growth: 2.1%-2.5%	The higher the long-term income rate of growth, the higher the fair value and vice versa.
Listed majority holdings	317.496.576		Discount for lack of marketability: 15%-15.5%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
		Asset-based approach – adjusted net asset method Income-based approach – discounted cash flow method	Income capitalisation rate for assets 9.6%-10.7%	The lower the income capitalisation rate for assets, the higher the fair value and vice versa
			Discount for lack of marketability, values ranging from 15.5% to 25.7%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
			Weighted average cost of capital values ranging from 10.5% to 11.5%	The lower the weighted average cost of capital, the higher the fair value, and vice versa.
Unlisted			Cost of equity: max. 13.3%	The lower the equity cost, the higher the fair value and vice versa.
majority	73.086.196		Long-term income rate of growth: 2.5%	The higher the long-term income rate of growth, the higher the fair value and vice versa.
holdings	net asset method		Discount for lack of marketability, values ranging from 15% to 15.5%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
		Asset-based approach – adjusted	Discount for lack of marketability: 15.5%-42.7%	The lower the discount for lack of marketability, the higher the fair value and vice versa.

30. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)

30.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

Financial assets	Fair value as at December 31, 2023	Measurement method	Unobservable input, value ranges	Unobservable input vs. Fair value – sensitivity
		Market approach – comparable	Income, EBITDA, EBIT, net profit, equity multiples: values ranging from 0.5 to 14	The higher the multiple, the higher the fair value and vice versa.
Listed minority holdings	19.072.655	companies	Discount for lack of marketability, values ranging from 25.7% to 42.7%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
		Asset-based approach – adjusted net asset method	Discount for lack of control: 11.7%-15.6%	The lower the discount for lack of control, the higher the fair value and vice versa.
			Discount for lack of marketability: 40%-42.7%	The lower the discount for lack of liquidity, the higher the fair value and vice versa.
		Market approach – comparable companies	Income, EBITDA, total assets, equity multiples: ranging from 0.5 to 9.1	The higher the income multiple, the higher the fair value and vice versa.
			Discount for lack of marketability: values ranging from 25% to 42.7%	The lower the discount for lack of liquidity, the higher the fair value and vice versa.
		Income-based approach – discounted cash flow method, dividend capitalization Asset-based approach – adjusted net asset method	Weighted average cost of capital: 10.1% - 11.7%	The lower the weighted average cost of capital, the higher the fair value, and vice versa.
Unlisted			Cost of equity: 11.3%-12.2%	The lower the equity cost, the higher the fair value and vice versa.
minority holdings	42.559.976		Long-term income rate of growth: 0.3%-2.5%	The higher the rate of growth, the higher the fair value and vice versa.
			Discount for lack of marketability: values ranging from 15.5% to 25%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
			Discount for lack of control: 9.6%-20.4%	The lower the discount for lack of control, the higher the fair value and vice versa.
			Discount for lack of marketability: 25%-40%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
	the original language version of our report takes precedence over this translation.		This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions,
			72

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

As at December 31, 2023, financial assets at fair value classified on level 3 are as follows:

					Inputs used
ASSETS AT FAIR VALUE			Income-based
	Fair value	Market comparison	method	Asset-based method	Market comparison
Financial assets
Financial assets measured at fair value through other comprehensive income, of which:
- Other investments
Shares	17.252.913	15.211.054	894.368	1.147.491	financial data (revenues, turnover, EBITDA, EBIT, equity, total assets)
Participation titles	70.252.769	-	-	70.252.769
Financial assets measured at fair value through profit or loss, of which:
- Investments in subsidiaries
Shares	427.544.300	-	359.388.973	68.155.327
- Other investments
Shares	44.341.574	11.422.700	22.157.789	10.761.085	financial data (turnover, equity, EBITDA, EBIT), acquisition price
Fund units	20.381.102	-	-	20.381.102
Total	579.772.658	26.633.754	382.441.130	170.697.774

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

Financial assets	Fair value as at December 31, 2023	Measurement method	Unobservable input, value ranges	Unobservable input vs. Fair value – sensitivity
			Weighted average cost of capital 10.8%-12%	The lower the weighted average cost of capital, the higher the fair value, and vice versa.
			Cost of equity: max. 17%	The lower the equity cost, the higher the fair value and vice versa.
		Income-based approach – discounted cash flow method, discounted dividends	Long-term income rate of growth: 2%-2.5%	The higher the long-term income rate of growth, the higher the fair value and vice versa.
Listed majority holdings	293.365.820		Discount for lack of marketability, values ranging from 15% to 15.8%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
			Income capitalisation rate for assets 9.5%-11.3%	The lower the income capitalisation rate for assets, the higher the fair value and vice versa
		Asset-based approach – adjusted net asset method	Discount for lack of marketability: 15.8%-26.1%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
			Weighted average cost of capital 11.1% - 15.5%	The lower the weighted average cost of capital, the higher the fair value, and vice versa
Unlisted	134.178.480	Income-based approach – discounted cash flow method	Cost of equity: max. 18%	The lower the equity cost, the higher the fair value and vice versa.
majority			Long-term income rate of growth: 2.5%-3.2%	The higher the long-term income rate of growth, the higher the fair value and vice versa.
holdings			Discount for lack of marketability: 11.4%-15.8%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
		Asset-based approach – adjusted net asset method	Discount for lack of marketability: 15%-15.8%	The lower the discount for lack of marketability, the higher the fair value and vice versa.

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

Financial assets	Fair value as at December 31, 2023	Measurement method	Unobservable input, value ranges	Unobservable input vs. Fair value – sensitivity
	20.194.567	Market approach – comparable companies	Income multiple, EBITDA, EBIT, equity: values ranging from 0.6 to 12.9	The higher the multiple, the higher the fair value and vice versa.
Listed minority			Discount for lack of marketability, values ranging from 25% to 43.1%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
holdings		Asset-based approach – adjusted net asset method	Discount for lack of control: 14.7%-15.6%	The lower the discount for lack of control, the higher the fair value and vice versa.
			Discount for lack of marketability: 25%-43.1%	The lower the discount for lack of liquidity, the higher the fair value and vice versa.
		Market approach – comparable companies	Income, total assets, equity multiple: ranging from 0.6 to 10.2	The higher the income multiple, the higher the fair value and vice versa.
			Discount for lack of marketability: values ranging from 15% to 43.1%	The lower the discount for lack of liquidity, the higher the fair value and vice versa.
			Weighted average cost of capital 10.9%	The lower the weighted average cost of capital, the higher the fair value, and vice versa.
		Income-based approach – discounted cash flow method	Cost of equity: 12%-12.7%	The lower the equity cost, the higher the fair value and vice versa.
Unlisted minority holdings	41.399.920		Long-term income rate of growth: 1.7%-2.5%	The higher the rate of growth, the higher the fair value and vice versa.
		Asset-based approach – adjusted net asset method	Discount for lack of marketability: values ranging from 15.8% to 25%	The lower the discount for lack of marketability, the higher the fair value and vice versa.
			Discount for lack of control: ranging from 9.1% to 19.4%	The lower the discount for lack of control, the higher the fair value and vice versa.
			Discount for lack of marketability: 15%-26.1%	The lower the discount for lack of marketability, the higher the fair value and vice versa.

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

The Company has estimated the fair value of investments in companies in bankruptcy, insolvency or reorganisation procedures as zero in accordance with FSA Regulation 9/2014 and Company's internal procedures.

In 2024, the movements of Level 3 assets were as follows:

	Shares	Equity interests	Fund units	Participation titles	Total
Balance at January 1, 2024	488.843.040	295.747	20.381.102	70.252.769	579.772.658
Acquisitions performed during the year Sales during the year Transfers from level 3	547.320 (14.041.573) -	- -	- (640.643) -	8.592.002 - -	9.139.322 (14.682.216) -
Gain / (loss) recognised in: Net gain / (loss) from financial assets at fair value through other comprehensive income	248.654	(72.361)	-	5.943.176	6.119.469
Net gain / (loss) from financial assets at fair value through profit or loss - realized gain - unrealized gain	(23.605.424) 2.681.234 (26.286.658)	- - -	2.938.979 (13.992) 2.952.971	- - -	(20.666.445) 2.667.242 (23.333.687)
Balance at December 31, 2024	451.992.017	223.386	22.679.438	84.787.947	559.682.788

During the reporting period, the following operations took place:

fund unit sales (BET-FI INDEX INVEST);
TRANSI's shareholding in H.R. SUD was brought as a contribution in kind to the share capital increase of Nova Turism Consortium;
deregistration of H.R. SUD SA stake;
sale of the shares of Vitivinicola Basarabi SA, Virola-Independenta SA, Utilaj Greu SA, Veritas Panciu SA, Condmag Brasov and CNM Petromin SA Cta.

There were no transfers between level 1 and level 3.

At the end of 2024, the capital holding in the CEECAT Fund II SCSP amounts to RON 84.79 million (equivalent to EUR 17.05 million).

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (continued)

29.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)

In 2023, the movements of Level 3 assets were as follows:

	Shares	Equity interests	Fund units	Participati on titles	Total
Balance at January 1, 2023	408.990.022	438.010	17.469.747	29.983.866	456.881.645
Acquisitions performed during the year Sales during the year Transfers from level 3	4.955.802 (55.179.807) -	- -	- (1.059.638) -	19.081.604 - -	24.037.406 (56.239.445) -
Gain / (loss) recognised in: Net gain / (loss) from financial assets at fair value through other comprehensive income	(414.807)	(142.263)	-	21.187.299	20.630.229
Net gain / (loss) from financial assets at fair value through profit or loss - realized gain - unrealized gain	130.491.830 5.090.716 125.401.114	- - -	3.970.993 (11.970) 3.982.963	- - -	134.462.823 5.078.746 129.384.077
Balance at December 31, 2023	488.843.040	295.747	20.381.102	70.252.769	579.772.658

29.2 Financial assets and liabilities not measured at fair value

The following table summarizes the carrying amounts and fair values of those financial assets and liabilities that are not recognized at fair value in statement of financial position of the Company. Purchase prices are used to estimate the fair values of assets and sales prices are applied for liabilities.

Assets and liabilities for which fair value is presented as at December 31, 2024:

	Level 1	Level 2	Level 3	Total
Financial assets
Cash and cash equivalents (i)	2.761	18.504.508	-	18.507.269
Financial assets at amortised cost	-	-	7.554.912	7.554.912

Total financial assets	2.761	18.504.508	7.554.912	26.062.181
Financial liabilities
Financial liabilities at amortised cost	-	-	23.044.914	23.044.914
Total financial liabilities	-	-	23.044.914	23.044.914

29. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (continued)

29.2 Financial assets and liabilities not measured at fair value (continued)

Assets and liabilities for which the fair value is disclosed at December 31, 2023:

	Level 1	Level 2	Level 3	Total
Financial assets
Cash and cash equivalents (i)	7.793	60.194.710	-	60.202.503
Financial assets at amortised cost	-	-	2.955.488	2.955.488
Total financial assets	7.793	60.194.710	2.955.488	63.157.991
Financial liabilities Financial liabilities at amortised cost	-	-	15.071.538	15.071.538
Total financial liabilities	-	-	15.071.538	15.071.538

(i) Cash and cash equivalents include petty cash and current bank account or bank deposits with original maturity less than 3 months. The fair value of the short term deposits is equal to their accounting value.

30. FINANCIAL RISK MANAGEMENT

The risk management policy can be found in the Company organizational structure and it encompasses both general and specific risks, as set forth in law no. 74/2015 and law no. 243/2019 regulating alternative investment funds and amending and supplementing acts of legislation.

In the process of identifying and evaluating financial risks, as well as the ratios used in risk management, EU Directive 2011/61 regarding the managers of alternative investment funds (DAFIA), EU Regulation no. 231/2013, Directive no. 2013/36 / EU on capital adequacy and EU Regulation no. 575/2013 regarding prudential requirements for credit institutions and investment companies were considered. In choosing the approach regarding the management of financial and operational risks, the application of the provisions of EU Directive 2011/61 regarding the managers of alternative investment funds, the references in DAFIA to Directive 2013/36 / EU, the requirements regarding the risk management provided in EU Regulation no. 231/2013 in the case of Transilvania Investments were considered.

The most important types of 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 every risk mentioned above, the objectives and policies of the Company and evaluation and risk management processes.

30.1. Credit risk

Credit risk is the risk of financial loss of the Company if a customer or counterparty of a financial instrument fails to meet its contractual obligations. Issuer risk represents the risk of losing the value of a security in a portfolio, as a result of the deterioration of its economic-financial situation, which can be determined by the business conditions or the general situation of the economy.

The Company is exposed to counterparty credit risk on cash and cash equivalents and other financial assets balances.

For reference date 31.12.2024, the Company's management has carried out an analysis of the potential loss that could be recorded in relation to the financial assets valued at amortized cost that have a balance at the reference date of this report (current accounts, current accounts, bank deposits).

By reference to the IFR9 provisions, the analysis was focused on two distinct approaches:

I. Analysis of historical data related to the history recorded with each financial institution.

In summary, this is a significant cumulative turnover of deposits made during the financial year 2024 in the three financial institutions that have a balance at the end of the year. A formula has been chosen to adjust the balance weight in annual turnover to the incidence rate recorded in relation to each financial institution (0% at the level of 2024 for each financial institution). It was assumed that the loss in case of Default (LGD) is 100% for each financial institution. The detailed situation is as follows:

Bank	Incident rate	% balance in turnover 2024	% balance 2024 in turnover 2024 weighted with incident rate	LGD	Adjustment (RON)
BCR	0%	1%	0%	100%	-
BRD	0%	0%	0%	100%	-
ING BANK	0%	0%	0%	100%	-
Total			-

It follows that on the basis of historical data no adjustments are required in relation to the expected loss attached to the balances recorded with the four financial institutions.

II. Analysis of prospective data, estimated via Bloomberg Platform (DRSK function)

In summary it is estimated data through the Bloomberg Platform (DRSK function). This resulted in default probabilities of 0.0000% (for the minimum available horizon of 3 months) for ING, BRD and BCR (further tested by the probability of the parent company ERSTE Group for the same maturity). It was assumed that the loss in case of Default (LGD) is 100% for each financial institution. The detailed situation is as follows:

Bank	BBG DRSK 3M	LGD	Adjustment (RON)
BCR	0.0000%	100%	-
BRD	0.0000%	100%	-
ING BANK	0.0000%	100%	-
Total			-

It follows that no adjustments are required on the basis of prospective data in relation to the expected loss attached to the balances recorded with the three financial institutions.

It follows that based on the data reconciled between the two approaches, no adjustments are required in relation to the expected loss attached to current account balances and bank deposits.

30. FINANCIAL RISK MANAGEMENT (continued)

30.1. Credit risk (continued)

The credit risk associated with placements and investments is managed by following principles of prudential diversification of the portfolio. This risk is controlled both by how partners are selected, by monitoring their activities and by monitoring exposure limits.

Considering the fact that through its activity, the Company has long term exposure in relation to its participation in financial and non-financial entities, management is permanently reviewing the risk the Company is exposed to by maintaining it at prudent and manageable level. Thus, the Company management is using, when required by characteristics on debtor/entity, appropriate instruments to reduce the credit risk and at the same time is permanently monitoring their performance evolution. As of today, the Company has not used derivative financial instruments in order to reduce the credit risk related to exposure to any entity.

The maximum exposure to credit risk for current accounts and deposits with banks is:

	Rating December 31,		Rating December 31,
	2024	December 31,	2023	December 31,
	Short/ long-term	2024	Short/ long-term	2023
Cash and cash equivalents:
BRD	F2/BBB+	8.547.567	F2/BBB+	5.017.396
ING Bank	F1/A+	385.119	F1/A+	1.771.330
Banca Transilvania	F3/BBB-	1.113.748	B/BB+	5.790.755
Banca Comercială Română	F2/BBB+	8.438.074	F2/BBB+	47.615.229
Total		18.504.508		60.194.710

The above assets are not impaired or overdue, being included in Stage 1.

Credit risk is also diversified by placing cash with several banks. At the same time, the current accounts and deposits are held at Romanian banks, these institutions having a satisfactory rating. Under these conditions, the current accounts and bank deposits of the Company have a low credit risk because they are held at renowned banking institutions.

30. FINANCIAL RISK MANAGEMENT (continued)

30.2. Market risk and position risk

Market risk is the present or future risk of recording losses related balance and off-balance sheet due to adverse movements in market caused by changes in share prices, fluctuation of interest rates, exchange rates or price of goods. Management sets the limits on the value of risk that may be accepted, which are monitored on a daily basis. However, the use of this approach does not prevent losses outside of these limits in the event of more significant market movements.

Position risk is associated with financial instruments portfolio measured at fair value, which use level 1 input, held by the Company with intention to benefit from positive evolution of prices of underlined financial assets or potential dividends/coupons issued by entities. The Company is exposed to general position risk as well as specific, due to short term investments made in government securities, shares and fund units.

The Management is permanently monitoring the reduction of adverse effects related to this financial risk, through an active procedure of diversifying the investment portfolio and by using one or more technics of diminishing of the risk through trading activity or market prices evolution related to financial instruments held by the Company.

At December 31, 2024, financial assets classified at level 1 of the fair value hierarchy represent equity interests amounting to about 62% of the total value of the managed portfolio. A positive change of 10% in the prices of the shares measured at fair value through other comprehensive income would determine an increase in equity at December 31, 2024 of RON 92.451.258, a negative change having an equal and opposite impact.

As regards investments in shares whose values are measured in profit or loss based on Level 1 inputs, a positive change of 10% in the prices would mean an increase of RON 27.503.708 of the result before tax for the financial year ended December 31, 2024, a negative change having an equal and opposite impact.

The financial assets in the portfolio of shares held by Transilvania Investments at December 31, 2024, for which the fair value is estimated using Level 3 input data, represents majority or minority holdingsin listed but with irrelevant liquidity issuers on the capital market and in closed-end companies. The share of these assets in the portfolio of assets of Transilvania Investments at 31.12.2024 is 29.8%, and by reference to the capital instruments held by Transilvania Investments at December 31, 2024 they account for 26.3% of the total.

In the context of the asset valuation policy and procedure for the purpose of financial reporting established by Transilvania Investments, the Company's management appreciates that the fair values related to these participations are the result of estimates based on appropriate assumptions and methodologies

30. FINANCIAL RISK MANAGEMENT (CONTINUED)

30.2. Market risk and position risk (continued)

Consideration of alternative assumptionsthrough changesin the input data used in the valuation would lead to different fair values that would determine the following effects on the profit and loss account:

		Impact of profit or
Valuation technique	Change in unobservable inputs used in valuation	loss
	Increase by 10% of the multiple(s)	840.409
	Decrease by 10% of the multiple(s)	(840.356)
Market approach	Increase by 10% of discount for lack of liquidity	(353.398)
	Decrease by 10% of discount for lack of liquidity	353.404
	Increase by 10% of EBITDA	47.446.261
	Decrease by 10% of EBITDA	(47.445.286)
Income-based	Increase by 0,5% of weighted average cost of capital	(21.740.215)
approach	Decrease by 0,5% of weighted average cost of capital	22.873.244
	Increase by 0,5% of long-term growth rate	3.209.212
	Decrease by 0,5% of long-term growth rate	(3.215.624)
Asset-based approach	Increase by 10% of price per sqm for land	3.546.678
	Decrease by 10% of price per sqm for land	(3.546.678)
	Increase by 0,5% of rent capitalisation rate	(696.288)
	Decrease by 0,5% of rent capitalisation rate	1.140.479

The sensitivity analysis covers a percentage of around 98.4% of the value of the portfolio of participations in shares held by Transilvania Investments at December 31, 2024 classified as Level 3 in the fair value hierarchy. It was carried out taking into account unobservable input data considered relevant with an impact on the estimated values and possible reasonable variations of the indicators. In the analysis, the variation of an input parameter implies the maintenance of the other variables used in the evaluation.

For the portfolio of fund units held by Transilvania Investments at 31.12.2024, a change by ± 10% of the net asset per unit value (VUAN) used as a benchmark of fair value could cause an increase / decrease of RON 2.267.944 in the profit and loss account.

Regarding the government securities portfolio held by Transilvania Investments at 31 December 2024, for the sensitivity analysis, a variation of ±10% of the price benchmark published by Bloomberg used to establish fair value was considered, which would lead to changes in the value of the profit and loss account through an increase/decrease of RON 11.593.451.

30. FINANCIAL RISK MANAGEMENT (continued)

30.3. Concentration risk

Concentration risk relates to all financial assets held by the Company, regardless of Company intention to hold these assets, and through diminishing this risk is intended to avoid large exposure against the same debtor/entity at Company level.

The management policy of diversifying exposuresis applied to portfolio structure, businessstructure as well asstructure of financial risks exposure.

Thus, this diversifying policy implies: avoiding excessive exposures against the same debtor/issue, or geographical area; diversifying structure of financial risks intends to avoid excessive exposure against the same financial risk.

In order to meet this objective, the Company has initiated a restructuring process of the portfolio and re-modelling business policies. As at December 31, 2024 there were concentrations on companies operating in the banking sector, as the main income generating sector and on companies operating in the tourism and recreation sector as a result of the historical holdings of Transilvania Investments.

Such sectors are included in portfolio restructuring programmes, both through sales at arm's length and through the reduction of their share in the total portfolio by increasing the shares of some companies operating in other sectors in total portfolio.

30.4. Currency risk

The Company is easily exposed to exchange rate fluctuations, primarily for acquired shares in foreign markets, holding to certain investment funds, foreign currency current accounts, receivables and liabilities in other currencies, as well as receivables and obligations in RON, but which according to contracts are consolidated in relation to other currencies, usually EURO and/or USD.

The Company did not use and does not use at this time derivatives to protect itself from exchange rate fluctuations against other currencies.

By computing and monitoring foreign currency net position and foreign currency rate volatility, the Company is aiming to maintain a balance between foreign currency assets and liabilities against total assets and liabilities of the Company.

30. FINANCIAL RISK MANAGEMENT (continued)

30.4. Currency risk (continued)

The financial assets and liabilities held in RON and in foreign currencies at December 31, 2024 can be analysed as follows:

RON	EUR	GBP	USD	Total

18.001.885	468.894	579	35.911	18.507.269

942.398.854	84.787.947	-	-	1.027.186.801

732.045.656	-	-	-	732.045.656

117.881.986	-	-	-	117.881.986
7.543.596	11.316	-	-	7.554.912
1.817.871.977	85.268.157	579	35.911	1.903.176.624

				23.044.914
-	1.384.287	-	-	1.384.287
23.044.914	1.384.287	-	-	24.429.201
1.794.827.063	83.883.870	579	35.911	1.878.747.423
	Financial liabilities (at amortised cost) 23.044.914	-	-	-

The financial assets and liabilities held in RON and in foreign currencies at December 31, 2023 can be analysed as follows:

	RON	EUR	GBP	USD	Total
Financial assets
Cash and cash equivalents	58.239.589	1.767.334	552	195.027	60.202.503
Financial assets at fair value through
other comprehensive income	804.821.826	70.252.769	-	-	875.074.595
Financial assets at fair
value through profit or loss	811.804.885	-	-	-	811.804.885
Government securities measured at
fair value through profit or loss	52.347.521	-	-	-	52.347.521
Financial assets at amortised cost	2.944.171	11.317	-	-	2.955.488
Total financial assets	1.730.157.991	72.031.421	552	195.027	1.802.384.992

Financial liabilities
Financial liabilities (at amortised cost)	15.071.538	-	-	-	15.071.538
Lease liabilities	-	1.009.620	-	-	1.009.620
Total financial liabilities	15.071.538	1.009.620	-	-	16.081.158
Net foreign currency position	1.715.086.453	71.021.801	552	195.027	1.786.303.834

30. FINANCIAL RISK MANAGEMENT (continued)

30.4. Currency risk (continued)

The following table presents the sensitiveness of profit or loss and of equity to potential changes at the end of the reporting period in the foreign exchange rates compared to the reporting currency, while all the other variables remain constant.

		December 31, 2024		December 31, 2023
	Impact on profit or loss	Impact on other comprehensive income	Impact on profit or loss	Impact on other comprehensive income
10% appreciation of EUR (2023: 10%) 10% depreciation of EUR (2023: 10%)	48.021 (48.021)	8.478.795 (8.478.795)	177.865 (177.865)	7.025.277 (7.025.277)
10% appreciation of GBP (2023: 10%)	58	-	55	-
10% depreciation of GBP (2023: 10%)	(58)	-	(55)	-
10% appreciation of USD (2023: 10%)	5.391	-	19.503	-
10% depreciation of USD (2023: 10%)	(5.391)	-	(19.503)	-
Total	53.470	8.478.795	197.423	7.025.277

A positive change of 10% of the RON compared to EUR, USD and GBP at December 31, 2024 and December 31, 2023 would determine an increase of the company's profit by RON 8.478.795 (2023: RON 7.222.700), all the other variables remaining constant, a negative change having an equal and opposite impact.

30.5. Interest rate risk

Interest rate risk is the current or future risk that profits and equity are negatively affected by adverse changes of interest rates. Operational cash flows of the Company are affected by interest rates fluctuations especially in case of available cash placed in bank deposits and government securities.

Through the interest rate risk strategy, the Company aims to optimize the gap between assets and liabilities sensitive to the interest rate variation both in total and over time horizons so that the impact of the interest rate change on net interest income is minimal, thisresultsin the assumed risk profile. The company has approved maximum exposure limits to long-term interest rate risk. The company has not used and does not use derivatives at this time to protect itself from interest rate fluctuations.

Risk management policies were adopted, as well as a procedure on risk management, with a main focus on prudential diversification of the securities portfolio, in the context of capital market regulator requirements, applicable to the risk profile of investment companies and to other collective investment bodies, with a diversified investment policy.

30. FINANCIAL RISK MANAGEMENT (continued)

30.5. Interest rate risk (continued)

The following table shows the annual interest rates obtained or offered by the Company for its interest-bearing assets and liabilities during financial year 2024:

	RON		EUR
	Interval		Interval
Financial assets	Min	Max	Min	Max
Cash and cash equivalents	4,30	5,55	-	-

The following table shows the annual interest rates obtained or offered by the Company for its interest-bearing assets and liabilities during financial year 2023:

	RON		EUR
	Interval		Interval
Financial assets	Min	Max	Min	Max

Cash and cash equivalents	4,40	6,30	-	-

30. FINANCIAL RISK MANAGEMENT (continued)

30.5. Interest rate risk (continued)

The following table contains a summary of the Company's exposure to interest rate risk. The table shows the Company's assets and liabilities at carrying amount, categorised by the earlier of the re-pricing or contractual maturity date.

December 31, 2024	< 1 month	1 month 3 month	3 months 1 year	1 year – 5 years
Financial assets
Cash and cash equivalents Financial assets at fair value through	18.504.508	-	-
other comprehensive income Financial assets at fair value through	-	-	-
profit or loss Government securities at fair value through profit or	-	-	-
loss	-	-	-
Financial assets at amortised cost	-	-	-
Total financial assets	18.504.508	-	-
Financial liabilities
Financial liabilities (at amortised cost)	-	-	-
Lease liabilities	31.506	63.010	283.542	684.552
Total financial liabilities	31.506	63. 010	283.542	684.552
Net position	18.473.002	(63.010)	(283.542)	(684.552)

30. FINANCIAL RISK MANAGEMENT (continued)

30.5. Interest rate risk (continued)

December 31, 2023	< 1 month	1 month 3 month	3 months 1 year	1 year – 5 years

Financial assets
Cash and cash equivalents Financial assets at fair value through	60.194.710	-	-
other comprehensive income	-	-	-
Financial assets at fair value through
profit or loss	-	-	-
Government securities at fair value through profit or loss	-	-	-
Financial assets at amortised cost	-	-	-

Total financial assets	60.194.710	-	-
Financial liabilities
Financial liabilities (at amortised cost)	-	-	-
Lease liabilities	11.167	22.334	80.431	450.528
Total financial liabilities	11.167	22.334	80.431	450.528
Net position	60.183.543	(22.334)	(80.431)	(450.528)

30. FINANCIAL RISK MANAGEMENT (continued)

30.6. Liquidity risk

Liquidity risk is the current or future risk that profits, and equity are negatively affected by the inability of the Company to meet its obligations at maturity.

Given that Transilvania Investments is a closed investment fund, the related liquidity risk is lower than in the case of an open investment fund, because shareholders do not have the option to buy back their holdings individually; liquidity requirements are relatively low, reducing the impact of the potentially low liquidity of the portfolio and / or the occurrence of a very high liquidity requirement.

The main focus was placed on Company's ability to invest in liquid assets in a reasonable time frame, enabling the Company to face easier challenges on financial markets such as high volatility, discrepancies between markets, reduced level of transactions on Bucharest Stock Exchange, inability of suppliers to liquidity/ market makers to perform their roles.

The strategy of liquidity risk management initiated by the Company is portfolio restructuring aiming for assets with high liquidity to represent the highest number of transactions and highest amount in the portfolio.

The portfolio of shares of Transilvania Investments includes:

participations in listed companies on a regulated market, which are constantly analysed from the perspective of liquidity risk. As of December 31, 2024, the share of assets with a high degree of liquidity compared to total assets, namely those participations that meet the criteria established at the level of the Company to be considered liquid was 57.56% (as at 31.12.2023: 53.75%).
other participations (unlisted and listed on an alternative trading system) that do not meet the criteria specific to assets considered liquid.
the Company includes among the illiquid assets also the majority ownership in listed companies on a regulated market.

Both in the context of the development of the conflict in Ukraine, and also in normal market conditions, the Company monitors the liquidity conditions specific to the managed portfolio, where the participation is below the 20% threshold, according to specific regulations characteristic of risk management.

During 2024, the liquidity risk related to the managed portfolio was proactively managed through a mix of measures:

For reference date 31.12.2024, the Company's management has carried out an analysis of the potential loss that could be recorded in relation to the financial assets valued at amortized cost that have a balance at the reference date of this report (current accounts, current accounts, bank deposits), concluding that no adjustments are required in relation to the expected loss attached to the recorded balances.
the Company analysed monthly the liquidity of assets with a high degree of liquidity, in order to ensure the necessary liquidity related to the payment obligations due in the next 30 days;
During 2024, the portfolio of financial assets was analysed from the perspective of liquidity risk, respectively, the classification criteria and the classification in the optimal holding packages were verified, it is concluded that its level falls within the provisions mentioned in the internal regulations.
also, at the level of the Company, in 2023, liquidity crisissimulations were carried out, meant to detect possible vulnerabilities regarding the liquidity risk and which can proactively highlight a possible need to implement action plans meant to avoid or manage periods of high liquidity risk. Through these actions, a wide range of scenarios for analyzing liquidity crisis situations was analyzed. The scenarios used included both market risk and liquidity-specific conditions of major participations in times of crisis, including those triggered by the development of the conflict in Ukraine.

30. FINANCIAL RISK MANAGEMENT (continued)

30.6. Liquidity risk (continued)

(i) In synthesis, the conclusions of the crisis simulations have highlighted the fact that there are no scenarios in which Transilvania Investments Alliance might find itself in the situation of not having enough resources to fulfil its obligations to payment due.
(ii) As regards liquidity risk, liquidity stress tests:
- a. strengthens the ability of the Transilvania Investments Alliance to manage the liquidity of the Company in the interest of investors, respectively contributes to the identification and management of periods with high liquidity risk;
  - b. helps to identify possible vulnerabilities of an investmentstrategy in terms of liquidity and investment decision making;
  - c. their results are taken into account by the specialist departments and management of the company in defining annual investment programs and planning the strategy for unforeseen situations - on possible periods with an increased liquidity risk.

The table below presents the financial liabilities as at December 31, 2024 according to their remaining contractual maturities. The amounts included in the table are undiscounted future cash flows. Undiscounted future cash flows are different to the amounts from the statement of financial position because the amount from the later represents discounted cash flows.

The table below presents an analysis of non-derivative financial assets at undiscounted value and according to their contractual maturities. These financial assets are included in the maturity analysis according to the future expected sale day.

When the amount to be paid is not fix, the presented amount is determined based on the existing conditions at the reporting period. The payments in foreign currency are translated using the exchange rate at the reporting period end.

30. FINANCIAL RISK MANAGEMENT (continued)

30.6. Liquidity risk (continued)

December 31, 2024			3 months
		1 month -	–
	< 1 month	3 months	1 year
Financial assets
Cash and cash equivalents	18.507.269	-	-
Financial assets at fair value through other
comprehensive income	-	-	-
Financial assets at fair value through profit or
loss	-	-	-
Government securities at fair value through
profit or loss	-	-	-
Financial assets (at amortised cost)	-	-	7.554.912

Total financial assets	18.507.269	-	7.554.912
Financial liabilities
Other financial liabilities (at amortised cost)	2.403.443	20.641.471	-
Lease liabilities	31.506	63.010	283.542

Total financial liabilities	2.434.949	20.704.481	283.542
Net liquidity impact	16.087.202	(20.704.481)	7.271.370

30. FINANCIAL RISK MANAGEMENT (continued)

30.6. Liquidity risk (continued)

December 31, 2023			3 months
		1 month -	–	1 year
	< 1 month	3 months	1 year	- 5 years
Financial assets
Cash and cash equivalents	60.202.503	-	-
Financial assets at fair value through other
comprehensive income	-	-	-
Financial assets at fair value through profit
or loss	-	-	-
Government securities at fair value through
profit or loss	-	-	-
Financial assets (at amortised cost)	-	-	2.955.488
Total financial assets	60.202.503	-	2.955.488
Financial liabilities
Other financial liabilities (at amortised cost)	4.704.911	10.366.627	-
Lease liabilities	11.167	22.334	80.431	450.528

Total financial liabilities	4.716.078	10.388.961	80.431	450.528
Net liquidity impact	55.486.425	(10.388.961)	2.875.057	(450.528)

30. FINANCIAL RISK MANAGEMENT (continued)

30.7. The business environment

2024 was a year of economic and political transition, characterized by modest economic growth, high inflation, fiscal pressures and significant uncertainties. Against this backdrop, companies and investors faced a volatile business environment, requiring a prudent approach and effective macroeconomic risk management.

Externally, 2024 was dominated by major events that had a significant impact on global markets. Geopolitical tensions in various regions, coupled with restrictive monetary policies adopted by major central banks to combat inflation, created an environment of heightened uncertainty. Fluctuations in commodity prices and disruptions in supply chains amplified the negative effects on international markets, thereby affecting capital flows and investors' risk appetite. At the same time, global trends towards digitization and the transition to green economies have created opportunities, but these have been tempered by the existing volatile environment.

The investment activity of the Company has adapted to the domestic and international context, characterized by a high degree of unpredictability.

The Company's management cannot reliably estimate the impact on the financial statements brought about by a number of relevant factors such as future declines in financial market liquidity and financial asset quotations, due to the increased volatility of the capital and foreign exchange markets. However, Transilvania Investments does not estimate difficulties in fulfilling its commitments to shareholders and obligations to third parties, the current and estimated cash flows for the future being sufficient to cover debts to third parties, respectively the commitments resulting from the implementation of the shareholders' remuneration policy.

30.8 Operational risk

Operational risk is defined as the risk of loss caused either by the use of inadequate or inaccurate processes, systems and human resources that have not performed their function properly, or by external events and actions and includes legal risk. At the level of Transilvania Investments, a risk management system is implemented, organized on three levels of defense:

the first line is provided by the functional departments, which have the first responsibility and importance for the effective management and control of the risks in the daily activities performed;
the second line is represented by the Risk Management Department, which identifies, analyses and monitors the risks at the level of the entire company. Within the second line of defence there is also the compliance function that ensures the compliance of the company's activity with the legal regulations in force and verifies the accomplishment of the controls from the first line and the third line of defence;
the third line of defence is represented by the Internal Audit, which periodically examines the fulfilment of the risk management function and controls the activities and all the systems that generated the respective operational risks.

30. FINANCIAL RISK MANAGEMENT (continued)

30.8 Operational risk (continued)

The operational risks at the level of the organizational structures are assessed quarterly, in order to monitor, manage and maintain a high level of awareness. During 2024, there were no events of actual occurrence of operational risk at the level of the functional departments of the Company or situations that would prevent the Company from continuing its activity.

30.9 Sustainability risks

Regulation (EU) 2019/2088 sets out transparency rules for financial market participants and financial advisors on sustainability related disclosures in the financial services sector, consideration of adverse sustainability impacts in their activities and the provision of sustainability disclosures in relation to financial products.

According to the Strategy and the Investment Policy Statement approved by the shareholders, the Company aims to gradually introduce ESG factors in the pre-transaction analysis of investment operations.

Currently, the Company does not integrate sustainability risks into its investment decisions, but considers it important to periodically reassess the factual situation. Sustainability risks are also currently considered not to be relevant and should they materialize, the impact would be immaterial to the Company. Whenever the Company deems necessary and appropriate, the ESG Policy will be subject to reviews, the outcome of which will be communicated to investors in accordance with applicable legal regulations.

At the level of the Company, during Q4 2024,steps were implemented to prepare the Annual Sustainability Report (with reference to the European Sustainability Reporting Standards - ESRS), which included, among other things, information on risks that have a significant influence or can reasonably be expected to have a significant influence on the Company's development, its financial position or its financial performance in the short, medium or long term.

30.10 Capital adequacy

As regards the financial risks to which it is exposed, Transilvania Investments applied in 2018 also a capital-based approach, according to EU Regulation no. 575/2013 on prudential requirements for credit institutions and investment firms. The impact of financial risks takes into account the size of the financial resources that are affected by the respective financial risks (resulting from dividing the level of the capital adequacy ratio by the minimum level required by law, i.e. 8%). The intention of Transilvania Investments is that the solvency ratio determined as a ratio between capital requirements for financial risks and own funds (financial resources) is at least two times the required minimum level (resulting in a minimum of 16% of the capital adequacy). As at December 31, 2024 Transilvania Investments registers a high level of capital adequacy ratio of 57.67%.

The own funds of Transilvania Investments as at December 31, 2024, calculated in accordance with the methodology laid down in EU Regulation no. 575/2013, were in amount of RON 1.114.236.488,52. The own funds of Transilvania Investments are Level 1 own funds, namely share capital, reserves, retained earnings, other comprehensive income, less the deductions provided by the same regulation.

31. MANAGEMENT OF CAPITAL

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The amount of equity that the Company managed as of December 31, 2024 was RON 1.830.739.498 (December 31, 2023: RON 1.732.766.109).

Consistent with others in the industry, the Company monitors capital on the basis of net asset value. This value is calculated as a ratio between total assets and number of shares issued by the Company.

32. COMMITMENTS AND CONTINGENCIES

32.1. Legal actions

At the end of 2024, the Company continued to be involved in a number of legal actionsspecific to the activity performed. The Company's management believes that these litigations will not have a material adverse effect on the economic and financial position of the Company as they are reflected in these financial statements.

During 2024, the existing disputes related to the protection of the corporate rights of the Company and also disputes in which other rights of the Company are protected.

32.2. Contingent liability

At December 31, 2024 and December 31, 2023, the Company had no contingent liability.

32.3 Transfer pricing

The Romanian tax legislation has been providing rules on transfer pricing between affiliates eversince 2000. The current legislative framework defines the principle of "market value" for transactions between affiliates as well as the methods of determining transfer prices. Thus, it is probable that the tax authorities should conduct verifications of the transfer pricing to verify that the tax result and/or customs value of imported goods is not distorted by the effect of the prices practiced in the relations with affiliates. The Company cannot measure the result of such verifications.

33. SUBSEQUENT EVENTS

Through Current Report no. 1568/ 14.03.2025 the Company informed investors about an exceptionalsituation identified in the case of the subsidiary S.C.Nova Tourism Consortium S.A., resulting in the fair value update of the stake held by Transilvania Investments Alliance S.A. in Nova Tourism Consortium S.A., resulting in an adjustment of RON -56.26 million. The reasons for this adjustment were disclosed in Note 29 of these financial statements.

In accordance with the proposal of the Directorate for profit distribution on the agenda of the General meeting of shareholders of 29/29 April 2025, the Company will submit to the shareholders approval the distribution of the net profit achieved in the financial year 2024 as follows:

Destination	Amount (RON)

Dividends	32.436.657
Other reserves – own sources of financing made up of profit	15.601.548

TOTAL profit, realized and distributed	48.038.205

The Company registered no other subsequent events requiring adjustments or presentation in the financial statements.

STATEMENT

The undersigned, MOLDOVAN MARIUS-ADRIAN - Executive President, STELA CORPACIAN – Executive Vice-President and RAȚ RĂZVAN-LEGIAN - Executive Vice-President, in our capacity as legal representatives of TRANSILVANIA INVESTMENTS ALLIANCE S.A., with its headquarters in Brasov, 2, Nicolae Iorga Street, Unique Registration Code 3047687, under article 67 para. (2) letter c) of Law no. 24/2017 on issuers of financial instruments and market operations

We hereby give this statement on the measure in which the individual annual financial statements prepared for the financial year 2024 reflect in an accurate manner, from all significant points of view, the Company's financial position as at 31 December 2024 and the result of its operations completed at this date in accordance with the provisions of the Romanian accounting rules, namely the Accounting Law no. 82/1991 - republished and the F.S.A. Rule no. 39/2015 on the approval of the Accounting regulations complying with the I.F.R.S. applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority from the Financial Instruments and Investments Sector.

We hereby declare that we take full responsibility for the preparation of the separate financial statements for the financial year 2024 and we confirm that:

a) The accounting policies used to prepare the separate annual financial statements are compliant with the F.S.A. Rule no. 39/2015;

b) The separate annual financial statements for the financial year 2024, prepared by the Company under the legal regulations in force mentioned above, provide a fair, accurate and reality-based image of the Company's assets, liabilities, financial position, profit or loss and other comprehensive income, changes in the shareholders' equity, cash flows, informative data, statement of non-current assets and of the other information included in the explanatory notes;

c) The Executive Board's Report (accompanying the annual financial statements) comprises a correct analysis of the Company's development and performances and describes the main risks and uncertainties specific to the activity carried out by the Company as a closed-end diversified Retail Investor Alternative Investment Fund (RIAIF), set-up as an investment company, self-managed, established by Articles of Incorporation;

d) The Company carries out its activity under the going concern principle.

Therefore, on behalf of the Company's Executive Board, we give this statement that will accompany the separate annual financial statements prepared by the Company for the financial year 2024 which have been endorsed by the Supervisory Board and approved by the Ordinary General Meeting of Shareholders.

The financial statements have been audited by the statutory auditor Mazars Romania S.R.L., the auditor's report being presented along with the financial statements.

MOLDOVAN MARIUS-ADRIAN Executive President

STELA CORPACIAN Executive Vice-President

RAȚ RĂZVAN-LEGIAN Executive Vice-President

Activity Report for 2024

Approved by the Supervisory Board on 21 March 2025

REPORT OF THE SUPERVISORY BOARD

FOR

THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2024

Activity Report for 2024

1. INTRODUCTION

The Supervisory Board Report for the financial year ended on 31 December 2024 is prepared considering the main provisions of the following regulations:

Law no. 24/2017, Title III Issuers whose securities are admitted to trading on a regulated market, Chapter III – Periodic information;
F.S.A. Regulation no. 5/2018 regarding the issuers of financial instruments and market operations,
Law no. 74/2015 on alternative investment fund managers,
Law no. 243/2019 regulating alternative investment funds and the F.S.A. regulations implemented for their enforcement,
Regulation (EU) no. 231/2013;
Bucharest Stock Exchange Corporate Governance Rule Book,
F.S.A. Regulation no. 2/2016, on implementing corporate governance principles by entities authorised, regulated and supervised by the Financial Supervisory Authority, as further amended and supplemented.

Transilvania Investments Alliance is an Alternative Investment Fund for retail investors (F.I.A.I.R.), of the closed-end, diversified type, set up as an investment company, self-managed, authorised by the Financial Supervisory Authority, through Authorization no. 150/09.07.2021.

The sharesissued by Transilvania Investments Alliance are traded on the Bucharest Stock Exchange (TRANSI symbol), in the Premium category, under the Main segment, and are held by individual and institutional shareholders, both Romanian and foreign.

2. STRUCTURE OF THE SUPERVISORY BOARD IN 2024

The Supervisory Board is composed of five members, natural persons, elected by secret vote by the Ordinary General Meeting of Shareholders, for a four-year term.

The members of the Supervisory Board perform their activity based on the management contracts approved by the Ordinary General Meeting of Shareholders, the Board Organisation and Operation Regulation and the Articles of Incorporation of the Company.

According to the provisions of the Company Law, all members of the Supervisory Board are non-executive members, since none of them hold an executive position within the Company, the latter being managed under a two-tier system.

During the financial year 2024, the composition of the Supervisory Board was as follows:

❖ During 1 January 2024 8 February 2024:
- ➢ Mr. Abrudan Patrițiu Chairman
- ➢ Mr. Nicoară Marius Petre Deputy Chairman
- ➢ Mr. Frățilă Constantin member.

Activity Report for 2024

❖ By Authorization no. 13/09.02.2024, the Financial Supervisory Authority authorized the new composition of the Supervisory Board, following the completion of the recruitment and selection procedure conducted to fill the two provisional vacancies within the Board, namely:
- ➢ Mr Abrudan Patrițiu Chairman
- ➢ Mr Nicoară Marius Petre Deputy Chairman
- ➢ Mr Frățilă Constantin member
- ➢ Mr Turcu Vasile Cosmin member
- ➢ Mr Bozgan Horia Cătălin member
❖ As of 22.04.2024, following the termination of the mandates of the provisional members of the Supervisory Board, respectively Mr. Turcu Vasile – Cosmin and Mr. Bozgan Horia – Cătălin, the structure of the Supervisory Board was as follows:
- ➢ Mr Abrudan Patrițiu Chairman
- ➢ Mr Nicoară Marius Petre Deputy Chairman
- ➢ Mr Frățilă Constantin member
- ❖ By Resolution no. 1 of 22.04.2024, the Ordinary General Meeting of Shareholders approved the election of Mr. Bozgan Horia – Cătălin and Mr. Turcu Vasile – Cosmin as members of the Supervisory Board.

The new composition of the Supervisory Board was authorized by the Financial Supervisory Authority through Authorization no. 73/11.07.2024, respectively:

➢ Mr Abrudan Patrițiu Chairman
➢ Mr Nicoară Marius Petre Deputy Chairman
➢ Mr Frățilă Constantin member
➢ Mr Turcu Vasile Cosmin member
➢ Mr Bozgan Horia Cătălin member

On 27.12.2024, Mr. Frățilă Constantin communicated to the Company the option to terminate the mandate of member of the Supervisory Board (resignation), starting with 01.01.2025.

Considering that the mandate of the Supervisory Board was about to expire on 19.04.2025, by Resolution no. 1 of 16.12.2024, the Ordinary General Meeting of Shareholders approved the election of the Supervisory Board, consisting of 5 members, namely: Mr. Bozgan Horia – Cătălin, Mr. Nicoară Marius – Petre, Mr. Turcu Vasile – Cosmin, Mr. Abrudan Patrițiu and Mrs. Tiron – Tudor Adriana, for a 4-year term, between 20.04.2025 and 19.04.2029. The exercise of the powers will be done only after obtaining the approval decision that will be issued by the Financial Supervisory Authority.

Regarding the assessment of the independence of its members, the Supervisory Board adopted the evaluation criteria provided by the BVB Corporate Governance Code.

In relation to these criteria, in 2024 the Supervisory Board had a number of four independent members, namely Mr. Abrudan Patrițiu, Mr. Nicoară Marius – Petre, Mr. Turcu Vasile – Cosmin and Mr. Bozgan Horia – Cătălin.

Activity Report for 2024

3. DUTIES AND RESPONSIBILITIES OF THE SUPERVISORY BOARD

The duties and responsibilities of the members of the Board are laid down by law, by the Articles of Incorporation of the Company and are detailed in the "Internal regulations"/"Policies and procedures governing the operation of Transilvania Investments Alliance S.A. as an A.I.F.M.".

The main duties of the Supervisory Board are as follows:

✓ appoints and dismisses the Chairman and the other members of the Executive Board, establishes the powers and duties of the members of the Executive Board, the terms and conditions of each member's term, including the relevant criteria for monitoring and assessing the results of the activity of the Executive Board and of the company, and regularly evaluates the application and fulfilment of these criteria;
✓ continuously monitors the compliance of Supervisory Board members, Executive Board members, the compliance officer, the risk manager and the internal auditor with the assessment criteria on the basis of which they have been authorized by the F.S.A., respectively notified to the F.S.A., throughout the exercise of these duties;
✓ supervises and is responsible for the strategic management of the Company and the fulfilment of the established objectives;
✓ endorses the Company's business plan and assesses its financial position;
✓ endorses the annual financial statements of the Company after reviewing the report of the Executive Board;
✓ verifies the compliance of the management operations carried out by the members of the Executive Board with the law, the Articles of Incorporation and the resolutions of the General Meeting of Shareholders;
✓ supervises the application of corporate governance principles;
✓ approves, together with the Executive Board, the risk management policy, strategy and procedures;
✓ reviews the adequacy, effectiveness and update of the risk management system for the proper management of the Company's assets and the management of the related risks to which the Company is exposed;
✓ prepares and reviews the remuneration policy of the Company, so that it is in line with business strategy, long-term goals and interests and includes measures to prevent conflicts of interest;
✓ approves the annual plan of the internal auditor and compliance officer;
✓ reviews the adequacy, effectiveness and update of the internal control system so as to ensure its independence from the operational and support organisational structures within the company, which it controls and monitors;
✓ based on the opinion of the Audit Committee, endorses any Company transaction with any of the companies it has close relations with, the value of which being equal to or greater than 5% of the net assets of the Company, according to the last financial report;
✓ endorses the completion of any operations with a value higher than the equivalent in RON of EUR 5,000,000/operation, upon the Executive Board's request;
✓ together with the Executive Board, performs a semi-annual valuation of the business continuity and emergency plans;

Activity Report for 2024

✓ report to the General Meeting of Shareholders, at least annually, with regards to the supervisory activity carried out.

During 2024, through the reporting system, the Supervisory Board analysed the position and prospects of the Company and fulfilled the prerogatives assigned in accordance with the applicable law, the Company's Articles of Incorporation, the applicable Corporate Governance Code, the F.S.A. Regulation no. 2/2016 and the relevant internal regulations.

4. ACTIVITY OF THE SUPERVISORY BOARD IN 2024

In 2024, the Supervisory Board analysed the financial position and development prospects of the company and fulfilled the prerogatives assigned in accordance with the applicable law, the Company's Articles of incorporation, the applicable Corporate Governance Code, the F.S.A. Regulation no. 2/2016, the Board Organisation and Operation Regulation and other relevant internal regulations.

The main responsibilities of the Supervisory Board in terms of implementing corporate governance principles are set out in the company's Articles of Incorporation and further developed in internal policies and regulations.

Throughout 2024, the Supervisory Board oversight the activity of the Company's Executive Board in respect to the management of the Company and continuously monitored the Executive Board's activity results.

In all cases required by applicable law, the Articles of Incorporation or the Company's internal regulations, the Supervisory Board adopted resolutions grounded on analyses contained in the Notes submitted by the Executive Board and by the specialised departments of the Company, as well as based on recommendations issued by committees set up at Board level.

In 2024, 34 (thirty-four) Supervisory Board meetings were held, of which: 11 (eleven) meetings with physical attendance, 1 (one) conference call and 22 (twenty-two) meetings organised by electronic correspondence.

The members of the Executive Board, the Risk Manager, the Compliance Officer and the heads of departments attended, as guests, the meetings organized at the Company's offices or by means of conference call. They provided the Supervisory Board, verbally as well as in writing, with detailed information, on time and on a regular basis, about issues of relevant importance to the Company, including the execution of the revenue and expenditure budget and the investment programme, the evolution of the net asset value, the risk management, as well as the Company's financial position and business strategy.

Further on, we present a summary of the main resolutions adopted by the Supervisory Board during 2024:

Activity Report for 2024

➢ endorsement of the preliminary annual financial results for the financial year 2023;
➢ endorsement of the financial statements for the financial year 2023, the interim condensed financial statements as at 31.03.2024, the interim condensed financial statements as at 30.06.2024 and the interim condensed financial statements as at 30.09.2024;
➢ endorsement of the proposal regarding the distribution by destinations of the net profit achieved in the financial year 2023;
➢ endorsement of the Executive Board's proposal regarding the Revenue and Expenditure Budget for 2024;
➢ approval of the Reports of the Executive Board for the financial year 2023, Q1 2024, H1 2024 and Q3 2024;
➢ approval of the Transilvania Investments Alliance Strategy for 2024 2028;
➢ approval of the Investment Policy Statement (IPD) of Transilvania Investments Alliance for 2024- 2028;
➢ approval of the annual reports for 2023 of the Supervisory Board, the Remuneration Committee and the Audit Committee;
➢ approval of the Report on the conflict of interests at the level of the Supervisory Board for the year 2023;
➢ approval of the Internal Audit Plan for 2024;
➢ appointment of DELOITTE AUDIT S.R.L. as financial auditor of Transilvania Investments Alliance S.A. for a 3-year term and signing of the contract for the auditing of the financial statements for the financial years 2025, 2026 and 2027, subject to the approval by the Ordinary General Meeting of Shareholders;
➢ appointment of FORVIS MAZARS S.R.L. as internal auditor for a 2-year term (01.01.2025 31.12.2026);
➢ approval of the Company's Communication Policy;
➢ approval of the Sustainability Report for 2023;
➢ approval of the Corporate Governance Regulation updated;
➢ endorsement of the Executive Board's proposal to approve the sale of the stake held by the company NOVA TOURISM CONSORTIUM S.A. in the company Hotels Restaurants SUD S.A.;
➢ approval of the continuation and undertaking of all necessary steps for the termination of the assignment contract no. 124/18.01.2024 and the real guarantee contract no. 125/18.01.2024 concluded by NOVA TOURISM CONSORTIUM S.A. and the restoration of the parties to the previous situation, due to the impossibility of executing the guarantees, following the intervention of the Financial Supervisory Authority;
➢ approval of the conclusion by Transilvania Investments Alliance of a legal assistance contract with a law firm in order to challenge the F.S.A. Decision no. 385/18.04.2024;
➢ finding the fact that Mr. Frățilă Constantin, member of the Supervisory Board of Transilvania Investments Alliance, is in a potential conflict of interests in relation to the share sale agreement authenticated under no. 124/18.01.2024, concluded by NOVA TOURISM CONSORTIUM S.A.;
➢ ordering measures to limit Mr. Frățilă Constantin's access to documents and information in connection with the share sale agreement authenticated under no. 124/18.01.2024, concluded by NOVA TOURISM CONSORTIUM S.A., in compliance with the provisions of the Policies and Procedures governing the Operation of Transilvania Investments Alliance as an A.I.F.M. (P.P.A.F.I.A.) and the legal framework incident to the conflict of interests;

Activity Report for 2024

➢ finding the fact that Mr. Frățilă Constantin, member of the Supervisory Board of Transilvania Investments Alliance, is in a conflict of interests, given his capacity as a Management Consultant within the company Hoteluri Restaurante Sud S.A. (a company indirectly controlled by Transilvania Investments Alliance S.A.), a quality declared in his CV which was included in the documentation registered with the Company under no. 6009/09.09.2024;
➢ ordering measuresto limit Mr. Frățilă Constantin's accessto documents and information in relation to the companies NOVA TOURISM CONSORTIUM S.A. and HOTELURI RESTAURANTE SUD S.A., in compliance with the provisions of P.P.A.F.I.A. and the legal framework incident to the conflict of interests;
➢ finding of the existence of a conflict of interests consummated at the level of Mr. Frățilă Constantin, member of the Supeervisory Board, as a result of the real estate transactions between HOTELURI RESTAURANTE SUD S.A. (a company indirectly controlled by Transilvania Investments Alliance), as buyer, and ALCOREX BUILDING S.R.L., as seller, a company 100% owned by Mr. Frățilă Constantin and in which Mr. Frățilă has the capacity of Sole Director and General Manager;
➢ endorsement of the Executive Board decision regarding the approval of the voting options regarding the sale of buildings from the patrimony of T.H.R. MAREA NEAGRĂ S.A., during the Extraordinary General Meeting of Shareholders of 19/20.02.2024;
➢ endorsement of the Executive Board decision regarding the subscription within the Buy-back Programme carried out by TURISM HOTELURI SI RESTAURANTE MAREA NEAGRĂ S.A.;
➢ approval of the Action Plan for the restructuring of the Transilvania Investments Alliance portfolio updated September 2024 and October 2024;
➢ approval of the composition of the Board's advisory committees, due to the changes in the structure of the Supervisory Board during 2024;
➢ approval of the continuous assessment of the adequacy of the following members of the Supervisory Board: Mr. Abrudan Patrițiu, Mr. Nicoară Marius - Petre and Mr. Frățilă Constantin;
➢ approval of the preliminary adequacy assessment of the persons proposed for the exercise of the functions of President and Vice-President of the Executive Board, respectively Mr. Buliga Mihai, Mrs. Corpacian Stela and Mr. Raț Răzvan - Legian;
➢ approval of the collective adequacy assessment of the Executive Board members, prepared by the Nomination Committee, in accordance with the provisions of the F.S.A. Regulation no. 1/2019;
➢ approval of the appointment of Mr. Buliga Mihai as a member of the Executive Board, Executive President, for a 4-year term, starting with 21.04.2024, subject to his authorization by the Financial Supervisory Authority, or from a later date from which the FSA will issue the respective authorization;
➢ approval of the appointment of Mrs. Corpacian Stela as a member of the Executive Board, Executive Vice-President, for a 4-year term, starting with 21.04.2024, subject to her authorization by the Financial Supervisory Authority, or from a later date from which the FSA will issue the respective authorization;
➢ approval of the appointment of Mr. Raț Răzvan Legian as member of the Executive Board, Executive Vice-President, for a 4-year term, starting with 21.04.2024, subject to his authorization by the Financial Supervisory Authority, or from a later date from which the FSA will issue the respective authorization;
➢ approval of the Revaluation Reports prepared in accordance with the provisions of art. 27 of the F.S.A. Regulation no. 1/2019 for Mr. Turcu Vasile – Cosmin and Mr. Bozgan Horia – Catalin, elected

Activity Report for 2024

as members of the Supervisory Board by the Resolution of the Ordinary General Meeting of Shareholders of 22.04.2024;

➢ approval of the collective adequacy assessment of the Supervisory Board members, prepared by the Nomination Committee in accordance with the provisions of the FSA Regulation no. 1/2019;
➢ approval of the individual adequacy (re)assessment of Mr. Marius Adrian Moldovan as Member of the Executive Board of Transilvania Investments Alliance S.A., exercising the function of Executive President;
➢ approval of the Matrix on the collective adequacy assessment of the Executive Board of Transilvania Investments Alliance (Mr. Marius – Adrian Moldovan, Mrs. Stela Corpacian, Mr. Răzvan – Legian Raț);
➢ approval of the appointment of Mr. Marius Adrian Moldovan, as Member of the Executive Board, exercising the function of Executive President, for a term of office between the date of his authorization by the Financial Supervisory Authority and April 20, 2028, respectively the date of expiration of the mandate of the Executive Board;
➢ approval of the individual adequacy reassessment of Mr. Abrudan Patrițiu Chairman, Mr. Nicoară Marius - Petre – Deputy Chairman and Mr. Frățilă Constantin - member of the Supervisory Board;
➢ approval of the individual adequacy assessment of the candidates who submitted candidacy file for election as a member of the Supervisory Board of Transilvania Investments Alliance, at the Ordinary General Meeting of Shareholders of 16.12.2024;
➢ revision of the Policies and Procedures governing the operation of Transilvania Investments Alliance as an A.I.F.M. (subsequently notified to the Financial Supervisory Authority);
➢ approval of the fulfillment of the performance indicators for 2023 by the Supervisory Board members, the Executive Board members and the persons holding key functions;
➢ approval of the proposal presented to the Ordinary General Meeting of Shareholders in April 2024 regarding the new monthly remuneration of the Supervisory Board members;
➢ establishing the monthly remuneration of the Executive Board members whose term of office was to begin on April 21, 2024, subject to their authorization by the Financial Supervisory Authority, or on a later date on which the Financial Supervisory Authority was to issue the respective authorization;
➢ approval of a buy-back programme for 34,003,797 own shares, at a maximum price of RON 0.5/share, with two destinations: 24,003,797 shares in order to reduce the share capital and 10,000,000 shares for distribution free of charge to the identified staff, within a Stock Option Plan program;
➢ approval of the Company's Remuneration Policy for 2024-2028;
➢ approval of the performance criteria for 2024 for the Compliance and Risk functions;
➢ approval of the beneficiaries who adhere to the Incentive and Reward Plan for the identified staff through free granting of shares for the year 2024;
➢ approval of the limits of the variable remuneration for the year 2024 for the Executive Board members and the persons holding key functions;
➢ approval of the assessment of the implementation of the Business Continuity and Emergency Situations Plan for the second semester of 2023 and the first semester of 2024;
➢ approval of the revisions of the Business Continuity Plan (BCP) at the level of Transilvania Investments Alliance S.A.;

Activity Report for 2024

➢ appointment of Mr. Răzvan-Legian Raț, Executive Vice-President of the Executive Board, as substitute for the Executive President of the Executive Board, for the duration of the unavailability of the position (April 2024);
➢ approval of the Annual Report on the risk management activity for the year 2023 and of the Risk Reports for Q4 2023, Q1 2024, Q2 2024 and Q3 2024;
➢ approval of the Annual Report of the Compliance Officer for 2023 and the Investigation Plan of the Compliance Officer for 2024;
➢ approval of the Annual Report of the Compliance Officer for the AML/CTF activity (according to Annex no. 7 to F.S.A. Regulation no. 13/2019);
➢ approval of the AML/CTF Activity Plan of the Compliance Officer for 2024;
➢ approval of the Transilvania Investments Alliance Strategy on combating money laundering and terrorist financing;
➢ endorsement of the recommendations made by the Compliance Officer based on the analysis of the motivation of the sanctioning Decisions issued by the Financial Supervisory Authority (Decision no. 1060/09.10.2025 and Decision no. 385/18.04.2024) and ordering the adoption by the Executive Board of the appropriate measures for their implementation;
➢ approval of the Reaction Plan proposed by the Risk Manager following the Operational Risk Event Alert, regarding the actual loss notified by the Financial Department in connection with the payment of the fine incurred by the Company based on F.S.A. Decision no. 385/18.04.2024.

After the reporting period, the Supervisory Board approved the Report of the Executive Board for the financial year ended on 31 December 2024, which contains the Company's Corporate Governance Statement (Chapter 7), Statement of compliance with the provisions of the B.S.E. Corporate Governance Code as at 31 December 2024 (Annex 4) and the Statement on the application of corporate governance principles as at 31 December 2024 in accordance with the F.S.A. Regulation no. 2/2016, asfurther amended and supplemented (Annex 5). The Corporate Governance Statement is supplemented by the information provided in this Supervisory Board Report. The Supervisory Board also approved the Company's Remuneration report for 2024, presented in Annex 6 to the Executive Board Report.

Also, as part of its responsibilities, the Supervisory Board has ensured that an adequate framework is in place for verifying the way the specific legislation on the reporting to the F.S.A. is implemented. Thus, according to the Procedure on the fulfilment of reporting and information obligations, all reportssubmitted to the F.S.A. are verified and signed by the Compliance Officer. Their submission to the F.S.A. is done through the communication channels established by the F.S.A. Regulation no. 27/2010 on electronic supervision through reports, by persons specially designated for this purpose.

Activity Report for 2024

5. ACTIVITY OF THE SUPERVISORY BOARD COMMITTEES

Audit Committee

The Audit Committee of the Supervisory Board provide support, detailed analysis and recommendations to the Board in the field of internal control/internal audit and financial reporting.

During 2024, the composition of the Audit Committee was as follows:

1 January 2024 14 February 2024: Mr. Abrudan Patrițiu Chairman, Mr. Nicoară Marius Petre member and Mr. Constantin Frățilă – member
15 February 2024 21 April 2024: Mr. Abrudan Patrițiu Chairman, Mr. Bozgan Horia Cătălin member and Mr. Constantin Frățilă – member
22 April 2024 28 July 2024: Mr. Abrudan Patrițiu Chairman and Mr.Constantin Frățilă member
29 July 2024 31 December 2024: Mr. Abrudan Patrițiu Chairman, Mr. Bozgan Horia Cătălin member and Mr. Turcu Vasile - Cosmin – member.

Except for Mr. Frățilă Constantin, the persons who were part of the Audit Committee in 2024 were independent members.

In 2024, the Audit Committee met 15 (fifteen) times. Following the debates, the Audit Committee made recommendations to the Supervisory Board regarding:

❖ approval of the Compliance Officer's Annual Report for 2023;
❖ approval of the Compliance Officer's Investigation Plan for 2024;
❖ approval of the Annual Report on the risk management activity for the year 2023 and of the Risk Reports for Q4 2023, Q1 2024, Q2 2024 and Q3 2024;
❖ approval of the Compliance Officer's Annual Report for 2023 and the Compliance Officer's Investigation Plan for 2024;
❖ approval of the Compliance Officer's Annual Report for the AML/CFT activity (according to Annex no. 7 to F.S.A. Regulation no. 13/2019);
❖ approval of the Compliance Officer's Plan for the AML/CFT activity for 2024;
❖ approval of the Transilvania Investments Alliance Strategy on combating money laundering and terrorist financing;
❖ approval of the Disaster Recovery and Business Continuity Plan and test scenarios for 2024;
❖ approval of the Internal Audit Plan for 2024;
❖ approval of the report on conflict of interests at the level of the Supervisory Board;
❖ endorsement of the preliminary annual financial results for the financial year 2023, the financial statements for the financial year 2023, the interim condensed financial statements as at 31.03.2024, the interim condensed financial statements as at 30.06.2024 and the interim condensed financial statements as at 30.09.2024;
❖ approval of the Reports of the Executive Board for the financial year 2023, Q1 2024, H1 2024 and Q3 2024;
❖ endorsement of the Executive Board's proposal regarding the distribution by destinations of the net profit achieved as at 31.12.2023;

Activity Report for 2024

❖ endorsement of the Executive Board's proposal regarding the Revenue and expenditure budget for 2024;
❖ approval of the assessment of the implementation of the Business Continuity and Emergency Situations Plan for H2 2023 and H1 2024;
❖ approving the revisions of the Policies and Procedures governing the operation of Transilvania Investments Alliance as an A.I.F.M., based on the analysis of the proposals of the Executive Board;
❖ approval of the revisions of the Business Continuity Plan (BCP) at the level of Transilvania Investments Alliance S.A.;
❖ appointment of DELOITTE AUDIT S.R.L. as financial auditor of Transilvania Investments Alliance S.A. for a 3-year term and signing of the contract for the auditing of the financial statements for the financial years 2025, 2026 and 2027, subject to the approval by the Ordinary General Meeting of Shareholders;
❖ appointment of FORVIS MAZARS S.R.L. as internal auditor for a 2-year term (01.01.2025 31.12.2026);
❖ finding the fact that Mr. Frățilă Constantin, member of the Supervisory Board of Transilvania Investments Alliance, is in a potential conflict of interests in relation to the share sale agreement authenticated under no. 124/18.01.2024, concluded by NOVA TOURISM CONSORTIUM S.A.;
❖ ordering measures to limit Mr. Frățilă Constantin's access to documents and information in connection with the share sale agreement authenticated under no. 124/18.01.2024, concluded by NOVA TOURISM CONSORTIUM S.A., in compliance with the provisions of the Policies and Procedures governing the Operation of Transilvania Investments Alliance as an A.I.F.M. (P.P.A.F.I.A.) and the legal framework incident to the conflict of interests;
❖ finding the fact that Mr. Frățilă Constantin, member of the Supervisory Board of Transilvania Investments Alliance, is in a conflict of interests, given his capacity as a Management Consultant within the company Hoteluri Restaurante Sud S.A. (a company indirectly controlled by Transilvania Investments Alliance S.A.), a quality declared in his CV which was included in the documentation registered with the Company under no. 6009/09.09.2024;
❖ ordering measuresto limit Mr. Frățilă Constantin's accessto documents and information in relation to the companies NOVA TOURISM CONSORTIUM S.A. and HOTELURI RESTAURANTE SUD S.A., in compliance with the provisions of P.P.A.F.I.A. and the legal framework incident to the conflict of interests;
❖ finding of the existence of a conflict of interests consummated at the level of Mr. Frățilă Constantin, member of the Supeervisory Board, as a result of the real estate transactions between HOTELURI RESTAURANTE SUD S.A. (a company indirectly controlled by Transilvania Investments Alliance), as buyer, and ALCOREX BUILDING S.R.L., as seller, a company 100% owned by Mr. Frățilă Constantin and in which Mr. Frățilă has the capacity of Sole Director and General Manager.

After the reporting period, in accordance with its responsibilities, the Audit Committee carried out the annual review for the following:

✓ the internal control system of the company;
✓ the efficiency of the internal control system of the company (risk, compliance, internal audit) and of the risk management system;

Activity Report for 2024

✓ the internal audit activity;
✓ the conflict of interests related to the Company's transactions and its subsidiaries with related parties;
✓ the activities for preventing money laundering and terrorism financing and for managing international sanctions on capital market.

No deficiencies were found in the activities performed in 2024 by the Compliance Officer, Risk Manager and Internal Auditor.

Following the assessment of the activities for preventing money laundering and terrorism financing and managing international sanctions on capital market carried out in 2024, the Audit Committee found that they were efficient and compliant with the applicable legal regulations.

In terms of the annual evaluation of the way the relevant criteria for monitoring the results of the executive management and the Company's activity were applied, the Audit Committee, through own mechanisms, permanently monitored and analysed the results of the activity carried out by the Executive Board and the results achieved by Company. The conclusions of these analyses were reflected in the process of the continuous assessment of the Executive Board members and the persons holding key functions.

Regarding the Annual financial statements for the financial year 2024, the Audit Committee will report to the Supervisory Board on the analysis of the materialsto be presented by the Executive Board, respectively:

statement of profit or loss and other comprehensive income
statement of financial position
statement of changes in equity
statement of cash flow
notes to the financial statements.

Risk Committee

The Risk Committee of the Supervisory Board validate the reports drafted by the risk manager, monitor the activities with impact in the risk area and make recommendations to the Supervisory Board about avoiding risky operations and minimizing possible effects.

During 2024, the composition of the Risk Committee was the following:

1 January 2024 -14 February 2024: Mr. Frățilă Constantin Chairman, Mr. Abrudan Patrițiu member and Mr. Nicoară Marius – Petre - member
15 February 2024 -21 April 2024: Mr.Frățilă Constantin Chairman, Mr. Nicoară Marius Petre member and Mr. Turcu Vasile – Cosmin - member
22 April 2024 -28 July 2024: Mr. Frățilă Constantin Chairman, Mr. Nicoară Marius Petre member
29 July 2024 27 October 2024: Mr. Frățilă Constantin Chairman, Mr. Abrudan Patrițiu member , Mr. Bozgan Horia – Cătălin – member
28 October 2024 -15 December 2024: Mr. Abrudan Patrițiu member, Mr. Bozgan Horia Cătălin member

Activity Report for 2024

• 16 December 2024 – 31 December 2024: Mr. Bozgan Horia - Cătălin – Chairman, Mr. Abrudan Patrițiu – member.

In 2024, the Risk Committee met 8 (eight) times. The managementsystem for allrisk categories on Company level, the classification of the risk indicators level within the internally set limits, as well as the compliance with the applicable regulations have been permanently monitored during these meetings.

The Committee analysed the Diagram of portfolio prudential diversification risks and the monthly notices on the market risk and liquidity risk.

The Risk Committee made recommendations to the Supervisory Board in respect to:

❖ approval of the Annual Report on the risk management activity for 2023;
❖ approval of the Risk Reports for Q4 2023, Q1 2024, Q2 2024 and Q3 2024, with the mention that no issues have been identified that would generate the need for the adoption ofseparate measures by the Supervisory Board;
❖ approving the revisions of the Policies and Procedures governing the operation of Transilvania Investments Alliance as an A.I.F.M.;
❖ approval of the revision of the Business Continuity Plan (BCP) at the level of Transilvania Investments Alliance following the Operational Risk Alert regarding the functioning of the Executive Board (April 2024);
❖ approval of measures to control and/or mitigate the potential operational risk signaled throug the Risk Alert issued by the Compliance Officer regarding the functioning of the Executive Board, respectively to ensure the executive management of the company after 20.04.2024;
❖ approval of the Reaction Plan proposed by the Risk Manager following the Operational Risk Event Alert, regarding the actual loss notified by the Financial Department in connection with the payment of the fine incurred by the Company based on F.S.A. Decision no. 385/18.04.2024.

Remuneration Committee

During 2024, the composition of the Remuneration Committee was the following:

1 January 2024 14 February 2024: Mr. Nicoară Marius Petre Chairman, Mr. Abrudan Patrițiu member, Mr. Frățilă Constantin – member
15 February 2024 21 April 2024: Mr. Nicoară Marius Petre Chairman, Mr. Abrudan Patrițiu member, Mr. Bozgan Horia - Cătălin – member
22 April 2024 28 July 2024: Mr. Nicoară Marius- Petre Chairman, Mr. Abrudan Patrițiu member
29 July 2024 27 October 2024: Mr. Nicoară Marius Petre Chairman, Mr. Frățilă Constantin member, Mr. Bozgan Horia - Cătălin – member
28 October 2024 31 December 2024: Mr. Nicoară Marius Petre Chairman, Mr. Bozgan Horia Cătălin – member

The detailed activity of the Remuneration Committee is presented in the Annual report of the remuneration committee, enclosed to the Supervisory Board Report, drawn up in accordance with the provisions of the F.S.A. Regulation No 2/2016 on the application of corporate governance principles by entities authorized, regulated and supervised by the Financial Supervisory Authority.

The report of the Remuneration Committee includes a review of how the Company applies the remuneration principles. These principles are adapted to the structure and complexity of the Company,

Activity Report for 2024

provide for actual measures to manage potential conflicts of interest, address both quantitative and qualitative criteria and are consistent with sound and effective risk management for all categories of beneficiaries.

Nomination Committee

During 2024, the composition of the Nomination Committee was the following:

1 January 2024 14 February 2024 : Mr. Frățilă Constantin Chairman, Mr. Abrudan Patrițiu member (independent), Mr. Nicoară Marius – Petre – member (independent)
15 February 2024 21 April 2024: Mr. Abrudan Patrițiu Chairman (independent), Mr. Nicoară Marius – Petre – member (independent), Mr. Turcu Vasile – Cosmin – member (independent)
22 April 2024 28 July 2024: Mr. Abrudan Patrițiu Chairman (independent), Mr. Nicoară Marius – Petre – member (independent)
29 July 2024 31 December 2024: Mr. Abrudan Patrițiu Chairman (independent), Mr. Bozgan Horia – Cătălin – member (independent), Mr. Turcu Vasile – Cosmin – member (independent)

During 2024, the Nomination Committee met 16 (sixteen) times. We hereby enclose a summary of the activity performed and the recommendations made by the committee:

❖ conducting the continuous adequacy assessment of the following members of the Supervisory Board: Mr. Abrudan Patrițiu, Mr. Nicoară Marius - Petre and Mr. Frățilă Constantin and issuing the approval recommendation;
❖ conducting the preliminary adequacy assessment of the persons proposed to exercise the functions of President and Vice-President of the Executive Board, respectively Mr. Buliga Mihai, Mrs. Corpacian Stela and Mr. Raț Răzvan – Legian;
❖ conducting the collective adequacy assessment of the Executive Board members and issuing the approval recommendation;
❖ drafting the Integration and Training Plan recommended to Mr. Raț Răzvan-Legian, as Executive Vice-President of the Executive Board of Transilvania Investments Alliance and issuing the approval recommendation;
❖ drafting the Reassesment Reports in accordance with the provisions of art. 27 of the F.S.A. Regulation no. 1/2019 for Mr. Turcu Vasile – Cosmin and for Mr. Bozgan Horia – Catalin, elected as members of the Supervisory Board by the Resolution of the Ordinary General Meeting of Shareholders of 22.04.2024, and issuing the approval recommendation;
❖ conducting the collective adequacy assessment of the Supervisory Board members and issuing the approval recommendation;
❖ drafting the report on the individual adequacy (re)assessment of Mr. Marius Adrian Moldovan as Member of the Executive Board of Transilvania Investments Alliance, acting as Executive President, and recommending approval and appointment;
❖ drafting the Matrix on the collective adequacy assessment of the Executive Board of Transilvania Investments Alliance (Mr. Marius – Adrian Moldovan, Mrs. Stela COPRACIAN, Mr. Răzvan – Legian Raț) and issuing the approval recommendation;
❖ drafting the reports on the individual adequacy reassessment of Mr. Abrudan Patrițiu Chairman, Mr. Nicoară Marius - Petre – Deputy Chairman and Mr. Frățilă Constantin - member of the Supervisory Board;

Activity Report for 2024

❖ drafting the reports on the individual adequacy assessment of the persons who submitted candidacy file for election as a member of the Supervisory Board of Transilvania Investments Alliance at the Ordinary General Meeting of Shareholders of 16.12.2024, and issuing the approval recommendation;
❖ drafting the report on the preliminary adequacy assessment of FORVIS MAZARS ROMANIA S.R.L. for the position of internal auditor of Transilvania Investments Alliance S.A., and recommending approval and appointment.

6. CORPORATE GOVERNANCE STATEMENT

Transilvania Investments Alliance ensures the implementation of the corporate governance principles starting with the financial year 2010, when it voluntarily adhered to the Corporate Governance Code (C.G.C.) of Bucharest Stock Exchange (BSE).

The company has presented, on a regular basis, through the statement, "Apply or Explain", its degree of compliance with the principles and recommendations of the Bucharest Stock Exchange Corporate Governance Code. As of January 2016, the company has implemented the provisions of the new Corporate Governance Code of the B.S.E., which is applicable to all companies whose shares are admitted to trading on the regulated market.

The implementation of the Corporate Governance Regulation in the day-to-day activity of the Company ensures improved protection of shareholders' rights, harmonization of the interests of all stakeholders, increased transparency of management through sustained communication with shareholders, an appropriate balance between compliance and performance, the setting of transparent criteria in the procedure for electing the members of the Supervisory Board and Executive Board.

CHAIRMAN OF THE SUPERVISORY BOARD

Patrițiu ABRUDAN

TRANSILVANIA INVESTMENTS ALLIANCE S.A. Activity Report for 2024

Approved by the Supervisory Board on 21 March 2025

ANNUAL REPORT OF THE REMUNERATION COMMITTEE

for the activity performed in 2024

During 2024, the composition of the Remuneration Committee was the following:

➢ 1 January 2024 14 February 2024: Mr. Nicoară Marius Petre Chairman, Mr. Abrudan Patrițiu – member, Mr. Frățilă Constantin – member
➢ 15 February 2024 21 April 2025: Mr. Nicoară Marius Petre Chairman, Mr. Abrudan Patrițiu member, Mr. Bozgan Horia - Cătălin – member
➢ 22 April 2025 28 July 2024: Mr. Nicoară Marius Petre Chairman, Mr. Abrudan Patrițiu member
➢ 29 July 2024 27 October 2024: Mr. Nicoară Marius Petre Chairman, Mr. Frățilă Constantin member, Mr. Bozgan Horia - Cătălin – member
➢ 28 October 2024 31 December 2024: Mr. Nicoară Marius Petre Chairman, Mr. Bozgan Horia - Cătălin – member.

The responsibilities of the Remuneration Committee mainly consider providing advice to the Supervisory Board in terms of the Company's remuneration policy, monitoring and verifying remunerations, bonuses and benefits of the Executive Board members and other categories of employees, according to the applicable regulations.

Activities of the Remuneration Committee in 2024

Following the discussions in the meeting held on 7 March 2024, the Remuneration Committee submitted to the Supervisory Board the following recommendations:

1. Recommendation to approve the achievement of the performance indicators for the year 2023 by the Supervisory Board members, the Executive Board members and the personnel holding key functions.
1. Based on the achievement degree of the performance indicators for 2023, recommendation to approve the variable remunerations for the Supervisory Board members, the Executive Board members and the personnel holding key functions, within the limits approved by the general meeting of shareholders through the Remuneration Policy and the Stock Option Plan programmes.
1. Recommendation to approve the Remuneration Report for the year 2023 (as part of the Annual Report for the financial year ended 31.12.2023).
1. Recommendation to approve the Annual Report of the Remuneration Committee regarding the activity performed in 2023.
1. Recommendation to approve the run of a buy-back programme for 34,003,797 own shares, under the conditions proposed by the Executive Board.

Activity Report for 2024

6. Recommendation to approve the Company's Remuneration Policy for the period 2024 – 2028, in accordance with the proposal of the Executive Board.
1. Recommendation to approve the proposal for the new monthly remuneration of the Supervisory Board members, as follows:
2. 2.43 times the average gross salary at the Company level for each Board member
3. 2.84 times the average gross salary at the Company level for the Deputy Chairman
4. 3.56 times the average gross salary at the Company level for the Chairman.

The average gross salary used to calculate the remuneration of the Supervisory Board members is the one recorded in December 2023.

Recommendation to approve the monthly remuneration of the members of the Executive Board whose term of office will begin on April 21, 2024, subject to their authorization by the Financial Supervisory Authority, or at a later date on which the FSA will issue the respective authorization.

The proposal on variable remunerations, discussed during the Remuneration Committee's meeting on 7 March 2024, was reviewed by the Compliance Officer and the Risk Manager who found that the risk indicators were compliant with and fall within both the internally set limits and the limits set by the current legislation.

The Remuneration Report forthe year 2023 was approved by the Supervisory Board Resolution of 7 March 2024 and subsequently approved by Resolution no. 1 of the Ordinary General Meeting of Shareholders of Transilvania Investments Alliance S.A. of 22 April 2024.

The proposal on the variable remuneration of the members of the Supervisory Board and of the Executive Board for the year 2024 was approved by the resolution of the Supervisory Board of 7 March 2024.

Following the discussions in the meeting held on 18 September 2024, the Remuneration Committee submitted to the Supervisory Board the following recommendations:

1. Recommendation to approve:
2. i. The beneficiaries who adhere to the Incentive and Reward Plan of the identified personnel by granting free shares for the year 2024 - members of the Executive Board.
3. ii. Limits of the variable remuneration for the year 2024 for the Executive Board members.
1. Recommendation to approve:
2. i. The beneficiaries who adhere to the Incentive and Reward Plan of the identified personnel by granting free shares for the year 2024 - personnel holding key functions (Risk and Compliance)
3. ii. Performance criteria for the year 2024 for the personnel holding key functions (Risk and Compliance)
4. iii. Limits of the variable remuneration for the year 2024 for the personnel holding key functions.

Remuneration of the members of the Supervisory Board and Executive Board and the other categories of identified personnel in 2024

The Remuneration policy was drafted in compliance with the provisions of Law no. 74/2015 on alternative investment fund managers, the ESMA Guide 232/2013 and Law no. 24/2017 on issuers of financial instruments and market operations. The remuneration policy is available on the Company website, along with the result of the shareholders' vote.

According to the Company's Remuneration policy, the remuneration of the Supervisory Board members and the Executive Board members, as well as of the other identified personnel categories, as they are defined in the Remuneration policy, has a fixed component and it may also include a variable component of the remuneration and/or other benefits.

The fixed monthly remunerations of the Supervisory Board members were approved by the Ordinary General Meeting of Shareholders of 22.04.2024, as follows: 3.56 company-average gross salaries for the Chairman, 2.84 company-average gross salaries for the Deputy Chairman and 2.43 company-average gross salaries for the other members of the Supervisory Board.

The limits of the fixed monthly remuneration of the Executive Board members, stipulated in the Company's Remuneration policy, approved by the Ordinary General Meeting of Shareholders of 22.04.2024, are as follows: between 3 and 6 company-average gross salaries for the President of the Executive Board and between 2.5 and 5 company-average gross salaries for the Vice-Presidents of the Executive Board. The effective level of remuneration is laid down in the mandate contracts.

Starting 2021, the Company has adopted a variable remuneration system based on qualitative and quantitative performance criteria. The variable remuneration of the members of the Executive Board and persons holding key functions(compliance officer and risk manager) is approved by the Supervisory Board and the variable remuneration of the personnel identified by the Remuneration Policy is approved by the Executive Board in accordance with the legal provisions in force. The variable remuneration of the Supervisory Board members is approved by the general meeting of shareholders, through the Remuneration Policy and the Stock Option Plan programs.

According to the Remuneration Policy, starting with the year 2022, the variable remuneration is granted exclusively in the form of shares issued by the Company, with a 60%initial component and a 40% component which is subject to a 3-year deferral period.

During 2024, the variable remuneration granted to the Supervisory Board members and the Executive Board members, as well as the other identified personnel categories consisted of:

Activity Report for 2024

1. shares issued by the Company, based on the Incentive and reward plan for the identified personnel through free share grants ("Stock Option Plan") for the year 2021 (second deferred instalment);
1. cash, based on the Remuneration policy valid for the year 2021, according to the provisions of the Incentive and reward plan for the identified personnel through free share grants ('Stock Option Plan ("Stock Option Plan") for the year 2021 (second deferred instalment);

1. shares issued by the Company, based on the Incentive and reward plan for the identified personnel through free share grants ("Stock Option Plan") for the year 2022 (first deferred instalment);
1. shares issued by the Company, based on the Incentive and reward plan for the identified personnel through free share grants ("Stock Option Plan") for the year 2023 (initial component).

The information on the remunerations paid in 2024 to the members of the Supervisory Board and of the Executive Board are available in Chapter 7.5 of the Report of the Executive Board for the financial year 2024, the Remuneration report of Transilvania Investments Alliance for the year 2024 (Annex 6 to the Report of the Executive Board) and in the financial statements as at 31 December 2024.

CHAIRMAN OF THE REMUNERATION COMMITTEE

Marius – Petre NICOARĂ

AI Terminal

Transilvania Investments Alliance S.A.

2313_10-k_2025-04-28_f0bca89c-0a96-460b-a0e7-0ae972e086fa.pdf

REPORT OF THE EXECUTIVE BOARD FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2024

Report date: 31.12.2024

CONTENTS

Annexes:

1. INTRODUCTION

1.1 General Macroeconomic Context

1.2 Economic Growth Prospects. Key Risks and Vulnerabilities of the Financial System

1.3 Romanian Capital Market Context

- ⇨ Compared to the same period of the previous year, the total trading value on the regulated segment of the Bucharest Stock Exchange (B.S.E.) recorded a lower aggregate level;

2. EVOLUTION OF TRANSI SHARES IN 2024

Analysis of TRANSI shares' trading discount at 31.12.2024

3. ANALYSIS OF THE COMPANY'S ACTIVITY

3.1 General framework

3.2 Strategy and objectives

3.3. Investment entity

3.4 Financial assets at fair value

3.5 Main aspects of the portfolio evolution in 2024

Evolution and components of Transilvania Investments portfolio

3.6 Portfolio management in 2024

3.6.1 Portfolio evolution depending on the number of portfolio issuers

3.6.2 Portfolio structure by types of financial instruments

3.6.3 Portfolio structure by sectors

Portfolio structure by sectors at 31.12.2024

Portfolio structure by types of financial instruments at 31.12.2024

Top 10 Holdings (shares) at 31.12.2024

3.6.5 Analysis of the share portfolio in terms of dividends

3.6.6 Dividends due/collected during the period 2015-2023

3.6.7 Mergers, split-up or reorganizations of the Company, its subsidiaries or controlled companies during the financial year 2024

3.6.8. Engagement policy

(i) Monitoring the investee companies on relevant matters

(ii) Conducting dialogues with investee companies

(iii) Exercising voting rights and other rights attached to the shares, in order to capitalize on the rights deriving from the investment in the portfolio issuers

(iv) Cooperating with other shareholders, communicating with relevant stakeholders of the investee companies

(v) Managing actual and potential conflicts of interest related to the engagement of Transilvania Investments

3.7 Investment activity in 2024

3.7.1 Investment activity

Investments in shares

Investments in bonds

Investments in equity holdings

Own shares buy-back

3.7.2 Divestment activity

3.8 Main results of the assessment of the Company's activity

General valuation elements

Statement of profit and loss and achievement of the Revenue and Expenditure Budget

Market share (%)

Cash and cash equivalents (amounts available in bank accounts, petty cash and other values)

Assessment of the technical level of the Company

Assessment of the technical-material supply activity (local sources, import sources)

Assessment of the sale activity

Outlook on the Company's Activity

4. TANGIBLE ASSETS

Estimated useful life of the Company's properties

5. MARKET OF THE SECURITIES ISSUED BY THE COMPANY

Market on which the company's issued shares are negotiated

Description of own shares buy-back activities

Shareholding structure

Indication of the number and nominal value of the shares issued by the Company and held by subsidiaries

List of the persons affiliated to the Company

Related Party Transactions

Information on the issuance of bonds and/or other debt instruments, presentation of the way in which the Company honours its obligations towards holders of such securities

6. FINANCIAL POSITION AND PERFORMANCE AS AT 31 DECEMBER 2024

The statement of financial position as at 31 December 2024 is as follows:

The Statement of profit or loss and other comprehensive income as at 31 December 2024 is as follows:

Cash flows

7. CORPORATE GOVERNANCE STATEMENT

7.1 Information on the Supervisory Board

Duties and activities of the Supervisory Board

Participation of the Supervisory Board members to the Company's share capital

Committees of the Supervisory Board

Audit committee

Risk committee

Nomination Committee

Remuneration Committee

7.2 Information on the Executive Board

Members of the Executive Board

Duties and activities of the Executive Board

Meetings of the Executive Board and participation of its members