CONSOLIDATED REPORT

FOR THE FIRST HALF OF THE YEAR

prepared pursuant to Law no. 24/2017 and ASF Norm no. 39/2015

This report is provided as a free translation from Romanian, which is the official and binding version. In case of inconsistencies between the information provided in Romanian and those provided in English, Romanian language shall prevail.

1. GENERAL INFORMATION ON LION CAPITAL GROUP	2
1.1 Presentation of the Lion Capital Group	2
1.2 Entities in the scope of consolidation	2

2. PRESENTATION OF ENTITIES WITHIN THE GROUP	4
2.1 Information on the activity of Lion Capital	4
2.2 Information on the entities in the scope of consolidation	12
3. SUMMARY OF CONSOLIDATED FINANCIAL DATA FOR THE GROUP AS OF 30.06.2025	15
3.1 Bases of presentation for the consolidated statements	15
3.2 Consolidated profit or loss or other comprehensive income	16
3.3 Consolidated statement of financial position	17
3.4 Presentation on segment	17
4. DESCRIPTION OF MAIN RISKS FOR THE GROUP	18
5. THE MARKET OF THE SECURITIES ISSUED BY THE GROUP	26
6. CORPORATE GOVERNANCE	29
7. SIGNIFICANT EVENTS DURING 1H 2025	36
8. OTHER SIGNIFICANT INFORMATION	39
ANNEXES
Condensed Interim Consolidated Financial Statements as of June 30, 2025, prepared in accordance with IAS 34 Interim Financial Reporting and the International Financial Reporting Standards adopted by the European Union, and Norm no. 39/2015 for the

approval of the Accounting Regulations compliant to the International Financial Reporting Standards, applicable to entities authorized, regulated, and supervised by the Financial Supervisory Authority (ASF) – Financial Instruments and Investments Sector – unaudited
Lion Capital's Net Asset statement as of June 30, 2025, prepared in accordance with Annex 10 of Regulation no. 7/2020
Lion Capital's Detailed Statement of Investments as of June 30, 2025, in accordance with Annex 11 of Regulation no. 7/2020

ANNEX 4 Changes in Lion Capital's Articles of Association

1. GENERAL INFORMATION ON LION CAPITAL GROUP

1.1. Presentation of the Group

This report presents the Lion Capital's consolidated financial results as of June 30, 2025, prepared in accordance with the International Financial Reporting Standards adopted by the European Union, and ASF Norm no. 39/2015 for the approval of the Accounting Regulations compliant with the International Financial Reporting Standards, applicable to entities authorized, regulated, and supervised by ASF from the Financial Instruments and Investments Sector.

Lion Capital's consolidated financial statements prepared for the first half of 2025 include the Company and its subsidiaries (hereinafter referred to as "Group"). For 1H 2025, the Group comprises Lion Capital (parent company), SAI Muntenia Invest S.A. and Administrare Imobiliare S.A.

1.2. Entities in the Scope of Consolidation

Subsidiaries

Subsidiaries are entities controlled by the Company. The control exists when the Company is exposed or has rights to the variable return based on its participation in the investee entity and could influence those revenues through its authority over the entity in which it invested. When assessing control, potential voting rights that are exercisable or convertible at that time are considered.

The financial statements of subsidiaries are included in the consolidated financial statements from the moment of exercising the control begins and until its termination. Accounting policies of subsidiaries have been changed to align them with those of the Group.

The list of investments in subsidiaries as of June 30, 2025, and December 31, 2024, is as follows:

		Stake held (%)
No.	Company Name	June 30, 2025	December 31, 2024
1	(SIF Imobiliare PLC Nicosia)	99.9997	99.9997
2	(SIF SPV TWO București)	99.99	99.99
3	SAI Muntenia Invest SA București	99.98	99.98
4	(SIF1 IMGB)	99.99	99.99
5	(Napomar SA Cluj Napoca)	99.43	99.43
6	(SIF Hoteluri SA Oradea)	98.99	98.99
7	Administrare Imobiliare SA București	97.40	97.40
8	(SIF SPV THREE)	99.90	99.90
9	(IAMU SA Blaj)	96.53	96.53
10	(Vrancart SA Adjud)	76.33	76.33
11	(SIF SPV FOUR)	99.90	99.90
12	(SIFI CJ Logistic)*	5.53	5.53

The subsidiaries listed in parentheses in the table above are reflected at fair value through profit or loss in the consolidated financial statements.

* SIFI CJ Logistic is a subsidiary because of the direct and indirect control through SIF Imobiliare Plc Nicosia

Associated Entities

Associated entities are those companies in which the Company can exercise significant influence, but not the control on the financial and operating policies.

The entity in which Lion Capital holds stakes between 20% and 50%, over which exerts significant influence as of June 30, 2025, is Biofarm S.A.:

			Stake held (%)
No.	Company Name	June 30, 2025	December 31, 2024
1	Biofarm SA Bucharest	36.75	36.75

Lion Capital has representatives on the Board of Directors of Biofarm, taking part in the policy development of that company. Lion Capital measures associated entities at fair value through profit or loss.

In accordance with IFRS (IAS 28, paragraph 9), the Group may lose significant influence over the entities in which it has invested when it loses the power to participate in decisions regarding the financial policies and operating power of the entity, for example, when the associate comes under the control of the government, the judiciary, an administrator, or a regulatory authority.

• Companies over which it does not exert significant influence

		Stake held (%)
No.	Company Name	June 30, 2025 December 31, 2024
1	Grand Hotel Bucharest	40.19 40.19

Since the criteria in paragraph 6 of IAS 28 ("Criteria for Significant Influence") are not met, it can be concluded that Lion Capital does not hold significant influence over the associated entities in the table above.

Transactions eliminated on consolidation

Settlements and transactions intra-group, and unrealized profits arising from intra-group transactions, are fully eliminated from the consolidated financial statements.

The accounting policies presented hereinafter have been consistently applied across all periods presented in these consolidated financial statements. The accounting policies have been consistently applied by all Group entities.

2. PRESENTATION OF THE ENTITIES WITHIN THE GROUP

2.1. Information on the Activity of Lion Capital

COMPANY NAME	Lion Capital S.A. (hereinafter referred to as "Lion Capital", "The Fund" or "the Company")
COMPANY TYPE	▪ joint stock company, Romanian legal entity with private capital ▪ established as a self-managed investment company, authorized by the Financial Supervisory Authority as Alternative Investment Fund Manager (AIFM) - Authorization no. 78 / 09.03.2018, and as closed ended alternative investment fund, diversified, addressed to retail investors (AIFRI) - Authorization no. 130 / 01.07.2021
SHARE CAPITAL	▪ RON 50,751,005.60 – subscribed and paid-up capital ▪ 507,510,056 shares issued; all outstanding as of June 30, 2025 ▪ RON 0.10 per share nominal value
REGISTRATIONS	▪ Number in Trade Register J1992001898023 ▪ Tax Identification Code RO 2761040 ▪ Number in ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018 ▪ Number in ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021 ▪ Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274
MAIN ACTIVITY	The main activity of Lion Capital, according to NACE (National Classification of Economic Activities) is financial intermediation, except for insurance and pension funds activities (NACE code 64). The main business activity is Other financial Intermediation n.e.c., except for insurance and pension funds activities, NACE code 6499, as follows: a) portfolio management; b) risk management; c) other activities carried out within the collective management of an investment fund, allowed by the legislation in force, such as: (i) entity administration: legal and accounting services for the company, investor information requests, asset valuation, tax reclaim, regulatory compliance monitoring, keeping the register of participation securities holders, income distribution, issuance and redemption of participation securities, settlement of transactions, including certificate issuance, and record-keeping; (ii) distribution; (iii) activities related to AIF assets: services necessary for fulfilling the duties of AIFM management, infrastructure management, real estate asset management, advisory services related to capital structure, industrial strategy and related matters, consultancy and services for mergers and acquisitions of entities, as well as other services related to the management of AIFs and of companies and other assets in which the AIF has invested.
TRADING MARKET	The company is listed since November 1, 1999, on the regulated market of Bucharest Stock Exchange (BVB or BSE) – Premium category symbol LION (prior to May 15, 2023: SIF1)
FINANCIAL AUDITOR	Deloitte Audit S.R.L.
DEPOSITARY BANK	Banca Comercială Română (BCR)
SHARES AND SHAREHOLDERS' REGISTER	Depozitarul Central S.A. Bucharest
REGISTERED OFFICE	Arad, 35A Calea Victoriei, 310158, Romania TEL +40257 304 438 FAX +40257 250 165 EMAIL [email protected] WEB www.lion-capital.ro
BRANCH OFFICE	Lion Capital Arad-Bucharest Branch-Rahmaninov 46-48 S. V. Rahmaninov Str., 3rd floor, sector 2, 020199, Bucharest

Main Financial and Operational Information for Lion Capital

data sourced from the separate financial statements as of June 30, 2025, of Lion Capital S.A.

FINANCIAL POSITION [RONm]	30.06.2024	31.12.2024	30.06.2025
Total Assets, of which	4,832.6	4,841.5	5,219.2
Total Financial Assets	4,783.1	4,788.2	4,773.4
Equity	4,568.7	4,593.6	4,938.6
Total Liabilities	263.9	247.9	280.5

FINANCIAL PERFORMANCE [RONm]	30.06.2024	31.12.2024	30.06.2025
Income	151.39	229.6	164.62
Gain on Investment	(10.27)	0.42	63.88
Expenses	12.21	53.4	13
Gross Profit / (Loss)	128.91	176.2	218.01
Net Profit / (Loss) for the Period	121.06	161.7	203.76

FINANCIAL INDICATORS [%]	30.06.2024	31.12.2024	30.06.2025
ROE (Net Profit / Equity)	5.30	3.52	4.13
ROA (Net Profit / Total Assets)	5.02	3.34	3.90
Gross Profit Margin (Gross Profit / Total Income)	85.15	39.90	132.43

STOCK AND NET ASET PERFORMANCE	30.06.2024	31.12.2024	30.06.2025
Stock Price (end of period, in RON)	2.8000	2.8500	2.6400
Net Asset Value* / Share (RON)	8.9913	9.0837	9.7201
Accounting Net Asset / Share (RON)	9.0022	9.0959	9.7311
Nominal Value of Share (RON	0.1	0.1	0.1
Number of Issued Shares	507,510,056	507,510,056	507,510,056
Number of Outstanding Shares	507,510,056	505,020,056	507,510,056

* calculated acc. to ASF regulations

OPERATIONAL DATA	30.06.2024	31.12.2024	30.06.2025
Number of Employees, year end	30	30	28
Number of Branch Offices	1	1	1

SHAREHOLDING STRUCTURE as of June 30, 2025	Number of shareholders	stake
Romanian Individuals	5,731,712	39.73%
Non-Resident Individuals	2,161	1.31%
Romanian Legal Entities	105	45.16%
Non-Resident Legal Entities	12	13.80%
TOTAL	5,733,990	100%

Economic Context

Global Economic Framework

In the first half of 2025, the global economy continued its recovery, though structural challenges related to inflation and restrictive monetary policies persist. Inflation is trending downward, while equity markets have posted further gains, some reaching historic highs, though volatility remains elevated amid economic and political uncertainties. Geopolitical tensions, conflicts in Ukraine and Gaza, and the US-initiated trade war have fuelled consumer caution and accentuated the divergence between developed and emerging economies.

According to the IMF, global growth is projected at 3% in 2025 and 3.1% in 2026, below the historical average of 3.7%. Inflation is expected to decline to 4.2% in 2025 and 3.6% in 2026, gradually converging toward long-term targets, albeit later than initially planned. Risks remain, as the management of the trade war could directly affect global trade, either slowing growth through price increases or reigniting inflationary pressures.

European Economic Framework

The European economy faced pressures from trade tariffs, industrial decline, and high energy costs in 1H 2025, compounded by support for Ukraine and persistent budgetary imbalances. The IMF projects eurozone growth of 1% in 2025 and 1.2% in 2026, while the ECB forecasts similar levels with different timing, reflecting ongoing uncertainty. Inflation is expected to approach the 2% target by 2026, though trajectories differ between IMF and ECB scenarios.

In an unstable geopolitical environment, the European Commission announced an €800 billion rearmament plan for the next decade, expected to have long-term positive economic effects. The reduction of the ECB's key interest rate to 2.15% and public spending on infrastructure and defence, especially in Germany, support domestic demand and business sentiment, though high energy costs and geopolitical risks temper the recovery.

The automotive industry, a pillar of the European economy, is going through a critical juncture: high tariffs imposed by the U.S., aggressive competition from Chinese electric vehicle manufacturers, rising costs, and the forced transition to EVs have eroded competitiveness, forcing restructurings. The reliance on imported batteries and semiconductors further exacerbates the sector's vulnerability.

Overall, the European economic environment remains fragile, exposed to external shocks, liquidity risks, and higher security costs, while financial support for Ukraine and adaptation to new trade conditions continue to weigh on growth prospects.

Domestic Economic Framework

In 2025, Romania's economy underwent structural and fiscal adjustments aimed at limiting deficits and maintaining an investment-grade rating, though major agencies' outlooks remain negative (Moody's Baa3, Fitch and S&P BBB-). GDP growth was modest at +0.3% in nominal terms and +1.4% adjusted in H1.

Inflation accelerated to 5.66% in June, driven by rising food prices and labour costs, with the NBR projecting a peak of 9.2% in September, followed by a gradual decline from 4Q 2025, remaining elevated until mid-2026. The monetary policy rate was maintained at 6.5%, while the national currency remained relatively stable, slightly depreciating to 5.07 EUR/RON.

The absorption of EU funds remains low, at only 12% of the EUR 43.5 billion allocated for 2021–2027, despite deadline extensions. Politically, the elections resulted in a fragmented parliament and a pro-European coalition promoting fiscal consolidation measures, including spending cuts, reforms in local administration and in state-owned or state-controlled companies. Government stability is fragile, and while the new fiscal packages are necessary to balance the budget, they risk exacerbating social and political pressures.

Romanian Capital Market in 1H 2025

During the first half of 2025, Romania's capital market operated in a volatile environment shaped by geopolitical tensions and the trade war. Investor sentiment, however, remained optimistic due to expectations of monetary policy easing, supporting equity and index gains, with some benchmarks reaching record highs. Gold, as a safe-haven asset, surged from USD 2,654 to over USD 3,700 per ounce, reflecting global risk sentiment.

Locally, the BET index rose 21.5%, and liquidity improved significantly: average daily trading volumes increased 49% year-on-year in June, reaching EUR 34.9 million and surpassing EUR 37 million in August. Active accounts on the Bucharest Stock Exchange rose to 226,000 (+27% vs. 2023, more than triple the 2020 level), signalling growing investor interest.

Dividend yields decreased substantially (from 7% to 3.3%), while the average P/E ratio increased from 9.2 to 10.2.

Information sourced from:

Bloomberg terminal • imf.org • worldbank.org • economy-finance.ec.europa.eu/economic-surveillance-eueconomies/romania/economic-forecast-romania_en • ecb.europa.eu • tradingeconomics.com/calendar • www.spglobal.com/ratings/en • insse.ro/cms/ro/content/produsul-intern-brut • ipe.ro • mfe.gov.ro/stadiulabsorbtiei-fondurilor-ue • onrc.ro • bnr.ro • bvb.ro

Milestones of Lion Capital Activity in 2025

Lion Capital's investment strategy is focused on maximizing portfolio performance, with the primary objective of enhancing the value of assets under management and optimizing investment income.

The financial objective is to achieve a sustainable portfolio return, driven by dividend income and capital gain.

Lion Capital is committed to the responsible and efficient management of a diversified portfolio of highquality assets, designed to generate a stable income stream, preserve capital, and support sustainable medium-to long-term growth. The investment strategy is grounded in strong governance principles, aiming to maximize shareholder value and deliver attractive returns while adhering to the applicable regulatory framework.

The structure and composition of Lion Capital's portfolio reflect a predominant allocation to listed companies on regulated markets, with continuous adjustments to respond to economic dynamics and financial market developments. The allocation strategy aims to maintain an optimal balance across different economic sectors, ensuring adequate diversification and mitigating specific risk exposures.

The primary objective is to identify and capitalize on growth and development opportunities within a welldefined investment framework that aligns with the assumed risk profile. To this end, Lion Capital conducts ongoing assessments of economic trends, macroeconomic and geopolitical factors, and capital market developments. This approach enables proactive risk management and swift adaptation to changes in the investment landscape, ensuring the portfolio's sustainability and performance over the medium and long term.

The strategic allocations by asset classes and within each class are based on assessments of the individual attractiveness of investment opportunities, under the conditions of the macroeconomic and market environment at the time.

Investments are made over a certain period, under regulated prudential conditions, under adequate monitoring and control of risks, in order to ensure a constant balance between risk and expected return. The investment decision-making process is formalized through internal procedures and competency levels approved by the company's Board of Directors.

Lion Capital has under management a diversified portfolio, consisting of the following main categories of financial instruments: shares, bonds, and fund units. The company applies an exit strategy adapted to the specifics of each investment, defined based on the applied strategy, the investment objectives, the conditions of the exit transaction.

The execution of various exit strategies is adapted and correlated with a series of internal and external factors, such as: general economic outlook, course of financial markets, liquidity of listed equity securities and daily trading volumes, small business regionality, access barriers depending on the shareholders' structure, Company's needs for liquidity.

Information on the objectives and investment policy, as well as the description of the types of assets in which Lion Capital can invest as an Alternative Investment Fund addressed to Retail Investors (AIFRI; in Romanian: FIAIR) are presented in detail in the fund's operating documents, available for consultation. on the company's website, at www.lion-capital.ro, in the section Corporate Governance • AIFRI.

Portfolio management in the first half of 2025 took place in an investment environment characterised by complexity and uncertainty, mainly driven by high interest rates and pronounced capital market volatility. These conditions required the adoption of a prudent yet flexible approach in order to protect and optimise portfolio performance. Within this environment, Lion Capital sought to strengthen its financial resilience, navigating a semester full of changes and economic pressures, with the second half of the year expected to bring more challenging market conditions and additional headwinds.

Within this context, Lion Capital S.A. continued implementing its investment strategy through a series of measures aimed at consolidating and streamlining the portfolio structure. The main directions included:

Calibrating exposure towards assets and financial instruments with appreciation potential in an inflationary environment;
Continuing the portfolio restructuring process by reducing minority holdings not aligned with the Fund's strategic objectives;
Active management of majority holdings, with the aim of supporting operational development of portfolio companies and enhancing their financial performance.

Total assets under management reached RON 5,214m, marking an increase of 8% compared with the same period of the previous year.

As of June 30, 2025, Net Asset Value (NAV) reached RON 4,933,070,219, up 7.53% compared with the value recorded for 2024-year end, viz. RON 4,587,729,210. Net asset value per share (NAV/S) was of RON 9.7201 / share as of June 30, 2024 (31.12.2024: RON 9.0838 /share).

MONTHLY NET ASSET VALUES JUNE 2024 - JUNE 2025

The calculation of NAV and NAV/S is performed monthly by Lion Capital, the values are certified by the depositary bank Banca Comercială Română (BCR).

NAV and NAV/S for each month were submitted to Bucharest Stock Exchange and the Financial Supervisory Authority – Financial Instruments and Investments Sector, and are permanently available to investors, as they are published on Lion Capital's website (www.lion-capital.ro) no later than 15 calendar days from the end of the reporting period.

Starting with July 1, 2021, the date of authorization of the Company as an alternative investment fund addressed to retail investors, the calculation of the net asset value was performed in accordance with the provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of certain normative acts and of the ASF Regulation no. 7/2020 on the authorization and operation of alternative investment funds with subsequent amendments and completions. From this date, the reporting formats of statement of assets and liabilities, respectively the detailed statement of investments, related to the reporting period comply with the content established in annexes no. 10 and 11 of the ASF Regulation no. 7/2020, with subsequent amendments and completions.

Throughout 2025, the valuations of assets for NAV calculation were performed in accordance with the provisions of the regulations issued by the Financial Supervisory Authority, complying with the provisions of ASF Regulation no. 10/2015 and ASF Regulation 9/2014 (art. 113 – 122), with subsequent amendments and completions.

The valuation methods applied by the Company to evaluate the financial assets in the portfolio are presented on Company's website, www.lion-capital.ro, in the operating documents as AIFRI, namely Simplified Prospectus, Rules of the Fund in the section Corporate Governance › AIFRI, and in the section Portfolio Management • Net Asset • Methods for the Measurement of Lion Capital's Assets.

The investment limits and restrictions incidental to the operations carried out by Lion Capital during 2025 complied with the legal provisions incidental to the quality of Closed, Diversified Alternative Investment Fund addressed to retail investors and no violations of these limits were recorded.

The management has established procedures for the internal risk management to identify, monitor and cover the risks associated with the investments made by the Company. The management regularly reviews the compliance with the prudential limits and investment restrictions, so that in the event of unintentional breaches of applicable investment restrictions due to changes in stock market quotations or other circumstances, the management is able to take immediate remedial action.

ASSETS UNDER MANAGEMENT as of June 30, 2025

breakdown on classes (weight on total assets)

■ listed shares worth RON 3,551.95mn (31.12.2024: RON 3,247.38mn)

■ unlisted shares worth RON 571.39mn (31.12.2024: RON 545.08mn)

■ unlisted fund units worth RON 256.41mn (31.12.2024: RON 316.97mn)

■ government securities worth RON 205.89mn (31.12.2024: 0)

■ corporate bonds worth RON 110.34mn (31.12.2024: RON 1.26mn)

■ bank deposits + cash available worth RON 426.54mn (31.12.2024: RON 612.92mn)

■ receivables and other assets worth RON 91.06mn (31.12.2024: RON 111.76mn)

Note: values calculated as of June 30, 2025 (the outer ring), and December 31, 2024 (the inner ring), as per ASF Regulations no. 9/2014, no. 10/2015, and no. 7/2020

The top three economic sectors with significant weight in the structure of total assets are the banking sector, investment management, and real estate, which together account for 64.60% of total assets, down from 69.60% at the end of 2024. Exposure to the banking sector remains substantial, with issuers in this sector and the financial instruments issued (equity instruments, deposits, and current accounts) representing 40.76% of total assets as of the end of June 2025, down from 42.53% at 2024 year-end.

As of June 30, 2025, the value of Lion Capital's stock portfolio stood at RON 4,123.34 million (December 31, 2024: RON 3,792.46 million), representing 80.81% of the total value of assets under management (December 31, 2024: 78.43%).

STOCK PORTFOLIO

breakdown by sector

■ financial - banking stakes in 9 companies, worth RON 2,217.68m (31.12.2024: 9 companies, worth RON 1,966.76m)

■ commerce – real estate stakes in 5 companies, worth RON 760.96m (31.12.2024: 8 companies, worth RON 726.17m)

■ energy - utilities

stakes in 3 companies, worth RON 338.92mn (31.12.2024: 3 companies, worth RON 321.63mn)

■ pharmaceuticals

stake in 1 company, worth RON 288.23m (31.12.2024: 1 company, worth RON 258.54m)

■ cardboard and paper stakes in 1 company, worth RON 177.21m (31.12.2024: 1 company, worth RON 180.28m)

■ hospitality (hotels and restaurants) stakes in 2 companies, worth RON 92.88m (31.12.2024: 2 companies, worth RON 98.67m)

■ other industries and activities stakes in 13 companies, worth RON 247.46m (31.12.2024: 15 companies, worth RON 240.42m)

Note: percentages in the chart represent the stake of the category in the stock portfolio; values calculated as of June 30, 2025 (the outer ring), and December 31, 2024 (the inner ring), as per ASF Regulations no. 9/2014, no. 10/2015, and no. 7/2020

STOCK PORTFOLIO

breakdown by stake held

■ up to 5%

stakes in 12 companies worth RON 1,995.24m (31.12.2024: 13 companies, RON 1,733.47m)

■ 5-33%

stakes in 9 companies

worth RON 472.19m (31.12.2024: 10 companies, RON 458.85m)

■ 33-50%

stakes in 3 companies worth RON 543.71m (31.12.2024: 3 companies, RON 335.59)

■ over 50%

majority stakes in 10 companies worth RON 1.112,09m (31.12.2024: 11 companies, RON 1.264,55m)

STOCK PORTFOLIO

breakdown on liquidity

■ listed companies

RON 3,551.95m (31.12.2024: RON 3,247.38m) value of shareholdings in 22 companies (31.12.2024: 23)

■ unlisted companies

RON 571.39m (31.12.2024: RON 545.07m) value of shareholdings in 12 companies (31.12.2024: 13)

TOP 10 COMPANIES IN LION CAPITAL PORTFOLIO as of June 30, 2025

Company (market symbol)	Sector	Stake held	Value* [RON]	% of NAV
1. Banca Transilvania (TLV)	financial-banking	4.99%	1,418,172,491	28.75%
2. SIF Imobiliare Plc (SIFI)	real estate	99.99%	450,694,044	9.14%
3. SIF1 IMGB	real estate	99.99%	291,632,213	5.91%
4. Biofarm (BIO)	pharmaceuticals	36.75%	288,228,883	5.84%
5. OMV Petrom (SNP)	energy – utilities	0.57%	267,376,148	5.42%
6. BRD Groupe Société Générale (BRD)	financial – banking	1.95%	266,863,741	5.41%
7. Longshield Investment Group (LONG)	financial (AIF)	18.48%	231,391,581	4.69%
8. Vrancart (VNC)	cardboard and paper	76.33%	177,208,845	3.59%
9. Infinity Capital Investments (INFINITY) financial (AIF)		16.09%	174,447,000	3.54%
10. SAI Muntenia Invest	financial (AIFM)	99.98%	100,662,503	2.04%
TOTAL			3,666,677.449	74,33%

* calculated as per ASF regulations no. 9/2014, no. 10/2015, and no. 7/2020

2.2. Informationon the Entities in the Scope of Consolidation

SAI MUNTENIA INVEST SA Bucharest

Lion Capital's stake as of 30.06.2025: 99.98%

Societatea de Administrare a Investițiilor (SAI) Muntenia Invest SA is an investment fund manager established in 1997 and incorporated into the Lion Capital portfolio in 2013. SAI Muntenia Invest does not operate any subsidiaries, branches, or operational offices. As of June 30, 2025, Lion Capital holds 99.98% of the share capital of SAI Muntenia Invest.

The company's principal activity (NACE Code 6499 – Other financial intermediation not elsewhere classified) consists of managing collective investment undertakings in transferable securities (UCITS) established in Romania or in other EU member states, as well as managing alternative investment funds (AIFs), in compliance with applicable legislation. SAI Muntenia Invest holds an operating authorization issued by the Financial Supervisory Authority (ASF) as an investment management company and its activities are regulated and supervised by ASF.

In 2025, SAI Muntenia Invest's ongoing operations included the management of Longshield Investment Group S.A., FDI PLUS Invest, and FIA Muntenia Trust.

Pursuant to the articles of incorporation of Longshield Investment Group S.A., SAI Muntenia Invest has entered into a management agreement with Longshield Investment Group S.A. The current form of this agreement was approved by Longshield's shareholders at the Ordinary General Meeting of Shareholders (OGMS) held on April 23, 2020, and endorsed by ASF via Opinion no. 165/22.07.2020. Following the resolution adopted by Longshield's shareholders at the OGMS on February 13, 2024, the management agreement with SAI Muntenia Invest was extended for four years, until April 24, 2028.

The management, portfolio administration, and investment activities carried out for Longshield Investment Group S.A. were conducted in full compliance with applicable legal provisions, the management agreement with SAI Muntenia Invest, Longshield's articles of incorporation, and the Management Program approved by Longshield's General Meeting of Shareholders.

As of June 30, 2025, Longshield reported total certified assets of RON 2,836.1m, representing an increase of 7.8% compared 2024 year-end (RON 2,631.3m) and 7.6% versus June 30, 2024 (RON 2,635.1m). Net asset value (NAV) reached RON 2,711.9m, up 7.5% from December 31, 2024 (RON 2,522.9m) and 7.5% year-on-year (June 30, 2024: RON 2,523.0m). The net asset value per unit (NAV/unit) stood at RON 3.6414 as of June 30, 2025, compared to RON 3.3148 as of December 31, 2024, and RON 3.3149 as of June 30, 2024.

Total assets amounted to RON 2,788.2m as of June 30, 2025, up 8.0% from RON 2,582.1m as of December 31, 2024, driven primarily by increases in financial assets measured at fair value, both through profit or loss and other comprehensive income. Cash and cash equivalents rose significantly to RON 176.2m (from RON 65.4m at year-end 2024), while bank deposits declined to RON 9.8mn (from RON 107.0m). Total liabilities reached RON 124.3m, up 14.6% from RON 108.4m as of December 31, 2024, mainly due to an increase in deferred income tax liabilities (RON 119.6m vs RON 99.4m), partially offset by a decrease in other liabilities (RON 4.1m versus RON 8.5m).

In H1 2025, gross dividend income rose 21.6% year-on-year to RON 83.8m (1H 2024: RON 68.9m), while interest income decreased by 22.5% to RON 3.0m (1H 2024: RON 3.9m). Net gains from financial assets at fair value through profit or loss totalled RON 49.6m, more than double than the RON 22.6m recorded in 1H 2024. Operating expenses increased by RON 2.38m, mainly due to a higher management fee (+RON 1.22m, from RON 18.7m to RON 20.0m) and other operational costs (+RON 0.11m).

Longshield reported a net profit of RON 108.49m in 1H 2025, compared with RON 71.59m in 1H 2024, driven primarily by dividend income and net gains from financial assets at fair value. Total comprehensive income for the period amounted to RON 222.7m, down from RON 277.4m in 1H 2024, reflecting lower revaluation gains of financial assets through other comprehensive income.

data sourced from the semi-annual report of SAI Muntenia Invest S.A., on the activity of Longshield Investment Group S.A. in 1H 2025.

The open-ended investment fund (FDI) PLUS Invest is an Undertaking for Collective Investment in Transferable Securities (UCITS) without legal personality, established through a partnership agreement in accordance with the provisions of Government Emergency Ordinance no. 32/2012 and Regulation no. 9/2014. FDI PLUS Invest is based in Romania and has an unlimited duration of operation. It is authorised by the Financial Supervisory Authority under Authorisation no. A/86/09.04.2014 and is registered with the ASF in Section 6 – Open-ended Investment Funds, Subsection FDIR – Romanian Open-ended Investment Funds, under no. CSC06FDIR/120092 dated 09.04.2014.

The objective of FDI Plus Invest is to allocate financial resources in a way that protects investors' capital from long-term inflation erosion while achieving returns higher than those obtainable through individual bank deposits. Based on the mix of financial instruments used in managing the Fund's assets, FDI Plus Invest is classified as having a medium risk profile. The Fund's performance target is to deliver returns exceeding the inflation rate by 5 percentage points per year.

As of June 30, 2025, the Fund's net asset value per unit (NAV/unit) increased by 7.79% compared to December 31, 2024 (RON 25.0494 per unit versus RON 23.2381 per unit). Total assets of the Fund rose by 10.95% over the first six months of the year.

Data sourced from the semi-annual report on the management of FDI Plus Invest by SAI Muntenia Invest SA for 1H 2025

The alternative investment fund (AIF) Muntenia Trust is structured as a non-legal entity established under a partnership agreement as an open-ended alternative investment fund, in accordance with the provisions of Law no. 243/2019. FIA Muntenia Trust is a private capital alternative investment fund intended for professional investors (FIAIPCP). It aims to identify opportunities that provide superior riskadjusted returns to support long-term capital growth. FIA Muntenia Trust was authorised as a FIAIPCP by the Financial Supervisory Authority under Authorisation no. 147/13.10.2022 and is registered with the ASF in Section 9 – Alternative Investment Funds, Subsection: FIAIP – Alternative Investment Funds for Professional Investors established in Romania, Paragraph: FIAIPCP – Private Capital Alternative Investment Funds for Professional Investors established in Romania, under registration no. CSC09FIAIPCP/400001 dated 13.10.2022.

The depositary bank of the Fund is Banca Comercială Română, authorized by the Financial Supervisory Authority under Authorization no. 27/May 4, 2006, and registered under no. PJR10DEPR/400010 in the ASF Public Register. The statutory auditor for the 2025 financial year is G2 Expert SRL, based in Dej, a member of the Chamber of Financial Auditors of Romania (CAFR), registered in the Electronic Public Register (RPE) under authorization no. FA 1152/2013.

The Fund's objective is to mobilize financial resources raised from its investors for the purpose of investments primarily in equities (shares) and bonds issued within the European Union and/or third countries, as well as in equity interests in limited liability companies governed by Law no. 31/1990, as subsequently amended and supplemented, whose annual financial statements are audited in accordance with the law. The Fund is intended for professional investors with an above-average risk appetite, who acknowledge and accept the Fund's investment policy. The Fund's investment objective is to identify opportunities that deliver superior risk-adjusted returns, with the aim of achieving long-term capital growth.

At the end of H1 2025, AIF Muntenia Trust held a portfolio valued at RON 7.63m, up 9.3% compared to yearend 2024, mainly due to the appreciation in the value of the shares in the portfolio. The net asset value per unit increased by 9.5% in the first half of the year (from RON 13,908.5159 to RON 15,226.2101), while the number of outstanding units remained constant (500) during this period.

For H1 2025, the Fund recorded a positive net result of RON 0.66m, largely attributable to net gains from the fair value remeasurement of financial assets through profit or loss, as well as dividend income.

Data sourced from the semi-annual report on the management of AIF Muntenia Trust by SAI Muntenia Invest SA for 1H 2025.

Administrare Imobiliare SA Bucharest

Lion Capital's stake as of 30.06.2025: 97.40 %

Administrare Imobiliare SA (AISA) was established in 2007, then under the name "Dacia Meridian Expres". The company took over assets transferred by Lion Capital following the latter's withdrawal of capital contributions from several commercial entities based in Arad and Bihor counties, namely: Aris SA Arad (2007), Argus SA Salonta (2010), and Amet SA Arad (2012).

In 2013, the company adopted its current name, Administrare Imobiliare SA, and relocated its registered office to Bucharest. That same year, AISA was incorporated into the structure of the holding company SIF Imobiliare Plc, which became the majority shareholder, holding 98.9% of the company's share capital.

The main activity of AISA is the business and management consulting activity, providing investment management services to all the companies within SIFI group: investment management, investment opportunities consultancy, management, and administrative consultancy services.

As per its Articles of Incorporation, besides its main activity, AISA could provide other secondary activities, such as: 4110 real estate development (promotion), 6810 purchase and sale of own real estate properties, 6820 - Renting and sub-renting own or rented real estate properties.

In December 2018, as an investment opportunity in the real estate field emerged, a capital increase of AISA was operated, with cash contribution, to capitalize the company and to attract financing sources to capitalize on opportunities appeared on the real estate market. Lion Capital (then having the corporate name SIF Banat-Crișana) is co-opted as shareholder, with a cash contribution of RON 40.12m, becoming the main shareholder with a stake of 97.4% in the share capital of AISA. while the stake of SIF Imobiliare Plc decreased to 2.6%.

AISA has signed two sale-purchase agreements for a plot of land it owns, with a total surface area of 30,447 sqm, located on 59 Șoseaua Vergului, Bucharest. The projects are currently under development.

For 1H 2025, AISA reported revenues of RON 1.4m, of which 68.1% derived from services rendered and 31.9% from rental income. The company posted a net profit of RON 0.3m for the first half of the year.

Note that the financial information is sourced from the entities' statutory accounts and does not include the IFRS restatement adjustments required for consolidated reporting.

3. SUMMARY OF CONSOLIDATED FINANCIAL DATA FOR THE GROUP AS OF JUNE 30, 2025

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and Norm no. 39/2015 for the approval of the Accounting Regulations in line with IFRS, applicable to entities authorized, regulated, and supervised by the Financial Supervisory Authority in the Financial Instruments and Investments Sector.

3.1. Bases of presentation of consolidated statements

The Group has adopted a liquidity-based presentation in the consolidated statement of financial position and a presentation of revenues and expenses based on their nature in the consolidated statement of comprehensive income, considering that these presentation methods provide information that is more reliable and relevant than what would have been presented under other methods permitted by IAS 1 "Presentation of Financial Statements."

The consolidated financial statements are prepared using the fair value convention for financial assets and liabilities at fair value through profit or loss, and financial assets at fair value through other comprehensive income, tangible fixed assets such as land and buildings, and investment properties.

The consolidated financial statements have been prepared on a going concern basis, which assumes that the parent company, its subsidiaries, and the companies in its portfolio will be able to continue to dispose of assets and meet their obligations in the ordinary course of business.

The Group adopted the document "Presentation of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)" starting January 1, 2023. Management has reviewed the accounting policies in this context, and the Amendments did not lead to changes in the accounting policies themselves.

The Amendments require the presentation of "material" accounting policies, rather than "significant" accounting policies. They also provide guidance on the application of the concept of "material" in the presentation of accounting policies.

The adopted accounting policies are applied consistently across all periods presented in these consolidated financial statements.

Since the 2018 financial year, the Company has measured all of its subsidiaries at fair value through profit or loss, with the exception of subsidiaries providing investment-related services, which will continue to be consolidated.

3.2. Consolidated Statement of Profit or Loss and Other Comprehensive Income

(extract from the accompanying consolidated financial statements)

in RON	June 30, 2025	June 30, 2024
Revenues
Dividend income	122,574,386	104,047,516
Interest income (assets at amortized cost, assets at FVTOCI)	19,773,946	13,590,934
Interest income (assets at FVTPL)	3,545,664	1,804,372
Other operating revenues	21,454,234	19,991,388
Other financial revenues	165,000	445,500
Gain/(Loss) on investment
Gain / Loss) on foreign exchange	3,013,103	(13,690)
Gain / Loss) on financial assets at FVTPL	63,878,606	(10,246,052)
Gain/(Loss) on investment property	(375,817)	-
Expenses
Reversals/(charges) of provisions for risks and expenses	3,072,380	2,557,547
Reversals/(charges) for expected credit losses on current assets	(28,237)	(43,949)
Commissions expenses	(2,893,113)	(2,663,716)
Other operating expenses	(20,631,560)	(18,950,140)
Profit before tax	213,548,592	110,519,710
Income tax	(16,683,990)	(10,074,009)
Net profit for the period	196,864,602	100,445,701

Profit is attributable to:
Lion Capital Parent company	196,855,128	99,925,575
Non-controlling interests	9,474	520,125
Total profit for the financial year	196,864,602	100,445,701
Other comprehensive income	142,465,469	356,045,153
Total comprehensive income for the period	339,330,071	456,490,854

3.3. Consolidated Statement of Financial Position

(extract from the accompanying consolidated financial statements)

In RON	June 30, 2025	December 31, 2024
Assets
Cash and cash equivalents	439,679,230	628,813,111
Bank deposits	17,011,670	21,079,992
Other financial assets measured at amortized cost	316,245,879	1,257,518
Other financial assets	34,776,337	54,104,542
Other assets	607,012	530,109
Assets held for sale	64,940,084	64,940,084
Financial assets at fair value through profit or loss	1,749,323,179	1,753,626,278
Financial assets at fair value through other comprehensive
income (shares)	2,549,953,752	2,274,160,300
Investment property	31,887,961	31,887,961
Tangible assets	7,132,936	7,562,103
Total Assets	5,211,558,040	4,837,961,998

Liabilities
Payable dividends	9,788,541	9,816,738
Other financial liabilities	3,882,459	5,424,817
Other liabilities and deferred income	66,023,409	67,069,538
Provisions for risks and expenses	2,798,817	5,871,197
Deferred income tax liabilities	263,832,632	228,620,327
Total Liabilities	346,325,859	316,802,618

Equity
Share Capital	50,751,006	50,751,006
Treasury shares	-	(7,221,000)
Losses on the repurchase of own shares	-	(151,959)
Benefits granted in equity instruments	375,467	2,399,100
Other reserves	2,278,040,359	2,116,822,167
Reserves from revaluation of tangible assets	2,523,295	2,523,295
Legal reserves	10,451,417	10,451,417
Reserves from revaluation of financial assets at FVTOCI	1,467,249,317	1,324,061,145
Retained earnings	1,054,150,435	1,019,841,761
Total	4,863,541,296	4,519,476,932
Non-controlling interests	1,690,885	1,682,347
Total Equity	4,865,232,181	4,521,159,380
Total Equity and Liabilities	5,211,558,040	4,837,961,998

3.4. Presentation on Segments

In 2025 and 2024, the Group operated on a single segment, namely the financial activity.

Within the financial activity, the activity of three companies was included (2024: 3).

4. DESCRIPTION OF MAIN RISKS FOR THE GROUP

The most significant financial risks the Group is exposed to are the credit risk, liquidity risk and market risk. Market risk includes currency risk, interest rate risk and the price risk of equity instruments.

The Group uses a variety of policies and procedures for managing and evaluating the types of risk to which it is exposed, both at the parent company and subsidiary levels. These policies and procedures are detailed in the sub-chapters dedicated to each type of risk under Note 5 of the attached Condensed Interim Consolidated Financial Statements for the period ended on June 30, 2025.

4.1. Financial Risks

Market Risk

Market risk refers to the current or future risk of incurring losses related to positions on the balance sheet and off-balance-sheet positions due to unfavourable market fluctuations in prices (such as stock prices, interest rates, or exchange rates). The Group's management establishes acceptable risk limits, which are regularly monitored. However, using this approach does not prevent losses beyond the established limits in the case of significant market fluctuations.

Position risk is associated with the Group's portfolio of financial instruments held with the intention of benefiting from favourable price movements of those financial assets or from potential dividends/coupons paid by issuers. The Group is exposed to position risk, both general and specific, due to short-term investments in bonds, stocks, and fund units.

The management has continuously aimed to minimize potential adverse effects associated with this financial risk through an active and prudent portfolio diversification policy, as well as through the use of one or more risk mitigation techniques depending on the market price movements of the financial instruments held by the Group.

Concentration Risk

Concentration risk concerns all assets held by the Group, regardless of their holding period, and aims to reduce the risk of excessive exposure to a single debtor/issuer at the Group level.

The Management's exposure diversification policy applies to the portfolio structure, the business model structure, and the structure of exposures to financial risks. This diversification policy involves diversifying the portfolio by avoiding excessive exposure to a single debtor, issuer, country, or geographical region; diversifying the business plan structure to avoid excessive exposure to a particular line of business or sector within the Group; and diversifying the financial risk structure to avoid excessive exposure to a particular type of financial risk.

The market risk of equity instruments predominantly results from shares measured at fair value through other comprehensive income and through profit or loss. Entities in which the Group holds shares operate across various industries.

The objective of market risk management is to control and manage exposures to market risk within acceptable parameters, optimizing profitability.

The Group's strategy for managing market risk is driven by its investment objective, and market risk is managed in accordance with the practices, policies, and procedures in place.

The Group is exposed to the following market risk categories:

(i) Equity Price Risk

Price risk refers to the risk of incurring losses due to price movements of assets.

The Group is exposed to the risk that the fair value of its financial instruments may fluctuate as a result of market price changes, whether caused by issuer-specific factors or by factors affecting all market-traded instruments.

The Board of Directors monitors the implementation of market risk management, and internal procedures stipulate that, when price risks do not align with the Group's investment policy and principles, the portfolio should be rebalanced.

A positive 10% change in the price of financial assets at fair value through profit or loss (subsidiary shares, associated entities, corporate bonds, and fund units) would lead to an increase in post-tax profit of RON 143,069,697 (as of December 31, 2024: RON 137,191,165), with a corresponding negative 10% change having an equal and opposite net impact.

A positive 10% change in the prices of financial assets measured at fair value through other comprehensive income, including investments in shares and corporate bonds, would result in an increase in equity, net of profit tax, of RON 60,032,869 (as of December 31, 2024: RON 57,171,894), with a corresponding negative 10% change having an equal and opposite net impact.

As seen in the table below, as of June 30, 2025, the Group predominantly held shares in companies operating in the financial-banking and insurance sectors, representing 53.4% of the total portfolio, an increase compared to the weight of 51.2% as of December 31, 2024.

In RON	June 30, 2025	%	December 31, 2024	%
Financial intermediation and insurance	2,119,639,011	53.4%	1,859,179,679	51.2%
Financial services applicable to the real estate sector	767,200,044	19.3%	738,179,097	20.3%
Manufacturing industry	555,308,484	14.0%	531,428,464	14.6%
Extractive industry	267,376,148	6.7%	251,752,575	6.9%
Hotels and restaurants	92,881,955	2.3%	98,666,643	2.7%
Real estate rental	88,061,171	2.2%	76,141,755	2.1%
Transport and storage	44,006,268	1.1%	42,431,866	1.2%
Production and supply of energy, gas, water	27,540,000	0.7%	27,450,000	0.8%
Construction	3,798,408	0.1%	4,463,516	0.1%
Wholesale and retail trade, repair of motor vehicles	216,607	0.0%	206,465	0.01%
TOTAL	3,966,028,097	100%	3,629,900,060	100%

As of June 30, 2025, the Group holds investment units valued at RON 256,537,333 (December 31, 2024: RON 317,095,914 in the following investment funds: ACTIVE PLUS (Private Capital Alternative Investment Fund), OPTIM INVEST (Private Capital Alternative Investment Fund), STAR VALUE (Open-Ended Alternative Investment Fund), CERTINVEST ACȚIUNI (SHARES) (Open-Ended Alternative Investment Fund), ROMANIA STRATEGY FUND (Closed-End Alternative Investment Fund), and FDI PLUS Invest (Open-End Investment Fund). The Group is exposed to price risk through its investments (listed shares, bonds, bank deposits) with varying levels of risk in these Investment Funds.

(ii) Interest Rate Risk

Interest rate risk refers to the risk that the Group's revenues or expenses, or the value of its assets or liabilities, may fluctuate due to changes in market interest rates.

Regarding interest-bearing financial instruments: interest rate risk consists of the risk of fluctuation in the value of a specific financial instrument due to changes in interest rates and the risk of mismatches between the maturities of interest-bearing assets and liabilities. However, interest rate risk can also affect the value of fixed-interest assets (e.g., bonds), as an increase in the market interest rate will reduce the value of future cash flows generated by those assets and may lower their price if it leads to an increase in investors' preference for placing funds in bank deposits or other instruments with higher interest rates. Conversely, a decrease in market interest rates may lead to an increase in the price of shares and bonds and result in an increase in the fair value of future cash flows.

Regarding fixed-interest assets or trading assets, the Group is exposed to the risk that the fair value of the future cash flows related to financial instruments may fluctuate as a result of changes in market interest rates.

Thus, the Group will be subject to limited exposure to fair value risk or future cash flow risk due to fluctuations in the prevailing market interest rates.

The Group does not use derivative financial instruments to hedge against interest rate fluctuations.

The following table presents the annual interest rates achieved by the Group for interest-bearing assets during 1H 2025:

	RON		EUR
	Interval		Interval
Financial assets	Min	Max	Min	Max
Bank deposits	0.0%	6.80%	2.4%	2.4%
Financial assets at fair value through profit or loss*	-	-	5.44%	6.21%
* Within financial assets at fair value through profit or loss, two euro-denominated loans granted in 2024 and 2022 to subsidiaries are

included.

The table below presents the annual interest rates earned by the Group for interest-bearing assets during 2024:

	RON		EUR
	Interval		Interval
Financial assets	Min	Max	Min	Max
Bank deposits	0.0%	6.75%	2.8%	3%
Financial assets at fair value through profit or loss*	-	-	6.3%	7.4%

* Within financial assets at fair value through profit or loss, two euro-denominated loans granted in 2024 and 2022 to subsidiaries are included.

The Group is exposed to interest rate risk arising from adverse fluctuations in interest rates. Changes in market rates, such as ROBOR and EURIBOR, directly affect the income and expenses associated with financial assets and liabilities bearing variable interest rates, as well as the market value of those bearing fixed interest rates. As of June 30, 2025, and December 31, 2024, most of Group's assets and liabilities were non-interest-bearing. Consequently, the Group is not materially affected by interest rate fluctuations. Cash and cash equivalents are generally placed in short-term interest-bearing instruments. However, a decline in market yields may impact the valuation of the assets held by the Group.

The table below contains a summary of the Group's exposure to interest rate risks. The table includes the Group's assets and liabilities at book values, classified according to the most recent date between the interest rate modification date and the maturity date.

In RON	June 30, 2025	December 31, 2024
Cash and cash equivalents*	436.410.000	613,328,000
Bank deposits	16.954.822	20,937,614
Financial assets at fair value through profit or loss - loans granted	68.991.211	74,915,750
Financial assets at amortized cost - govt. securities	199.574.346	-
Financial assets at amortized cost - bonds	107.901.362	1,243,601
TOTAL	829.831.740	710,424,965

* Cash equivalents include short-term investments in bank deposits (with a maturity of less than 3 months).

The impact on the Group's net profit (from interest income/expenses) of a ±1.00% change in the interest rate related to financial assets and liabilities with variable interest, expressed in other currencies, combined with a ±1.00% change in the interest rate related to financial assets and liabilities with variable interest, expressed in RON, is of RON 473,004 (December 31, 2024: RON 362,317).

(iii) Currency Risk

Currency risk refers to the risk of incurring losses or failing to realize estimated profits due to unfavourable exchange rate fluctuations. The Group invests in financial instruments and engages in transactions denominated in currencies other than its functional currency and is therefore exposed to the risk that the exchange rate between the national currency and another currency may adversely affect the fair value or future cash flows of those portions of financial assets and liabilities denominated in other currencies.

The Group has conducted transactions during the reporting periods in both Romanian Leu (RON) and foreign currencies. The Romanian currency has fluctuated in relation to foreign currencies, such as the EURO and USD.

The financial instruments used allow for the preservation of the value of monetary assets held in RON through placements and interest income, depending on the maturity term.

The Group has not engaged in any foreign exchange derivative transactions during the presented financial years.

The financial assets and liabilities of the Group in RON and foreign currencies as of June 30, 2025, and December 31, 2024, are as follows:

Financial assets exposed to currency risk (EUR/USD/GBP in RON):

in RON	June 30, 2025	December 31, 2024
Cash and cash equivalents	409,564	410,620
Bank deposits	4,336,102	4,215,010
Financial assets at FVTPL (including assets held in investment funds)*	77,002,508	81,029,956
Financial assets at amortized cost	107,901,362	1,243,601
Total Assets	189,649,536	86,899,187
Debt related to leasing contracts	-	-
Total Liabilities	-	-
Net Financial Assets	189,649,536	86,899,187

* The financial assets at fair value through profit or loss include euro-denominated loans (granted in 2024 and 2022) and the foreign currency holdings of closed-end investment funds, proportionally to the Group's interest in their net assets.

As of June 30, 2025, and December 31, 2024, the Group holds fund units in ACTIVE PLUS (a private equity alternative investment fund), OPTIM INVEST (a private equity alternative investment fund), STAR VALUE (an open-ended alternative investment fund), CERTINVEST ACȚIUNI (SHARES) (an open-ended alternative investment fund), ROMANIA STRATEGY FUND (a closed-end alternative investment fund), and FDI Plus Invest. The Group is exposed to foreign exchange risk due to the investments made by these investment funds (financial instruments traded on foreign markets, cash, or foreign currency placements).

As of June 30, 2025, and December 31, 2024, the assets of the private equity funds primarily consisted of investments in equities listed on regulated markets in Romania and other European Union member states.

Credit Risk

Credit risk is the risk that a counterparty to a financial instrument fails to meet a financial obligation or commitment entered into with the Group, resulting in a loss for the Group. The Group is exposed to credit risk as a result of investments in securities issued by trading companies or the Romanian state, current accounts, bank deposits, and other receivables.

The Group's management closely and continuously monitors credit risk exposure to prevent losses due to credit concentration in a specific sector or industry.

As of June 30, 2025, and December 31, 2024, the Group does not hold any collateral or other credit enhancement instruments as security.

As of June 30, 2025, and December 31, 2024, the Group did not record any overdue financial assets, except for certain balances related to receivables and other debtors, which were considered impaired.

The Group assessed the need to recognize expected credit losses (ECL) in accordance with IFRS, applying the simplified ECL model. The estimate was based on an analysis of payment probability, exposure at risk, and expected loss, considering the information available at the reporting date.

Following this assessment, it was determined that expected credit losses do not have a material impact on the financial statements. Compared to previous periods, no significant changes were noted in the ECL estimates that would warrant additional adjustments.

	Current				Other
	bank	Bank	Loan	Govt.	financial
June 30, 2025	accounts	accounts	granted	securities	assets	Total

Rating AAA to A
AAA+
BBB+	365.835	201.460.000				201.825.835
BBB	1.115.903	4.500.000				5.615.903
BBB-	411.081	232.618.720		200.844.008		433.873.809
BB+
BB	729.587	12.086.106				12.815.689
BB
Baa1	325.680	2.700.000				3.025.680
NR			76.786.554	106.631.700	34.776.337	218.194.591
TOTAL	2.948.086	453.364.822	76.786.554	307.475.708	34.776.337	875.351.508

Next, we present the financial assets with exposure to credit risk:

	Current			Other
	bank	Bank	Loan	financial
December 31, 2024	accounts	accounts	granted	assets	Total

Rating AAA to A
AAA+
BBB+	772,285	56,560,000			57,332,285
BBB	19,336				19,336
BBB-	791,265	253,282,000			254,073,265
BB+
BB	15,639	318,823,614			318,839,253
BB-	9,645,823				9,645,823
Baa1	193,370				193,370
NR		5,600,000	80,733,990	54,104,542	140,438,532
TOTAL	11,437,717	634,265,614	80,733,990	54,104,542	780,541,853

The Group's maximum exposure to credit risk amounted to RON 875,351,508 as of June 30, 2025 (December 31, 2024: RON 780,541,853).

Given the current structure of placements in bank deposits and bonds, the management does not anticipate a significant credit risk impact on the Group's financial position.

Cash, cash equivalents, and bank deposits are not exposed to the risk of loss or value impairment.

Within the category of other financial assets as of June 30, 2025, the main component consists of sundry debtors amounting to RON 17,795,317 (December 31, 2024: RON 33,190,739), which do not represent overdue or impaired receivables.

Liquidity risk

Liquidity risk is the risk that the Group encounters difficulties in meeting the obligations arising from shortterm financial liabilities that fall due by cash or other financial means, or that such obligations are extinguished in an unfavourable manner for the Group.

The Group monitors the evolution of the liquidity level in order to be able to pay its obligations at the date when they become due and continuously analyses the assets and liabilities, depending on the remaining period up to the contractual maturities.

The structure of assets and liabilities was analysed based on the remaining period from the balance sheet date to the contractual maturity date as of June 30, 2025, and December 31, 2024, and is presented in the following table:

in RON	Accounting	Under 3	Between 3	Over 1 year	Without pre
	value	months	and 12		established
			months		maturity
June 30, 2025
Financial Assets
Cash and cash equivalents	439,679,230	439,679,230	-	-	-
Bank deposits	17,011,670	-	17,011,670
Financial assets FVTPL	1,749,323,179	-	-	76,786,554	1,672,536,625
Financial assets FVTOCI	2,549,953,752	-	-	-	2,549,953,752
Financial assets at amortized cost	316,245,879	144,452,449	61,448,746	110,344,684	-
Other financial assets	34,776,337	34,776,337	-	-	-
Total Financial Assets	5,106,990,047	618,908,016	78,460,416	187,131,238	4,222,490,377
Financial Liabilities
Payable dividends	9,788,541	9,788,541	-	-	-
Other financial liabilities	3,882,459	3,882,459	-	-	-
Provisions for risks and charges	2,798,817	-	2,798,817	-	-
Other liabilities and deferred income	66,023,409	1,083,325	-	-	64,940,532
Total Financial Liabilities	82,493,227	14,754,326	2,798,817	-	64,940,532
Liquidity Excess	5,024,496,820	604,153,690	75,661,599	187,131,238	4,157,549,845

in RON	Accounting	Under 3	Between 3	Over 1 year	Without pre
	value	months	and 12		established
			months		maturity
December 31, 2024

Financial Assets
Cash and cash equivalents	628,813,111	628,813,111	-	-	-
Bank deposits	21,079,992	-	21,079,992	-	-
Other financial assets at amortized cost	1,257,518	-	-	1,257,518
Financial assets FVTPL	1,753,626,278	-		80,733,990	1,672,892,288
Financial assets FVTOCI	2,274,160,300	-	-	-	2,274,160,300
Other financial assets	54,104,542	15,948,582	521,683	15,426,899	22,207,379
Total Financial Assets	4,733,041,741	644,761,693	21,601,675	97,418,407	3,969,259,967
Financial Liabilities
Payable dividends	9,816,738	-	-	-	9,816,738
Other financial liabilities	5,424,817	5,424,817	-	-	-
Total Financial Liabilities	15,241,556	5,424,818	-	-	9,816,739
Liquidity Excess	4,717,800,185	639,336,875	21,601,675	97,418,407	3,959,443,229

The weight of immediately available liquidity (cash and cash equivalents) has increased compared to the previous year, both in total and across each relevant maturity/due date category, as shown in the table above. Liquidity risk remains primarily influenced by the liquidity of the local capital market, specifically by the ratio between the volume of the Group's main listed holdings and their average daily liquidity.

Other risks

By the nature of its activity, the Group is exposed to various types of risks associated with the financial instruments and the market it invests. The main types of risks to which the Group is exposed are:

taxation risk;
business environment risk;
operational risk.

Risk management aims to maximize the Group's profit relative to the level of risk to which it is exposed.

The Group uses a variety of policies and procedures to manage and assess the types of risk to which it is exposed. These policies and procedures are presented in the subchapter dedicated to each type of risk in the financial statements.

Taxation risks

Since January 1, 2007, following Romania's accession to the European Union, the Group has been required to comply with EU regulations and has accordingly prepared for the implementation of changes brought by European legislation. The Group has implemented these changes; however, the way they have been applied remains subject to tax audit for a period of five years.

The interpretation of legal texts and the practical implementation of procedures related to new applicable tax regulations may vary, and there is a risk that, in certain situations, tax authorities may adopt a position different from that of the Group.

Regarding corporate income tax for the 2015 financial year, there is a risk that the tax authorities may interpret the accounting treatments arising from the transition to IFRS as the accounting basis differently.

The Group has opted to write off lapsed dividends (that were distributed but unclaimed for three years by shareholders) and record them in the Other Reserves – distinct analytical account. According to the provisions of the Civil Code, the statute of limitations applies to the right to enforce collection but not to ownership of the amounts. Given that transferring these already taxed amounts (both in terms of corporate income tax and dividend tax) back into equity is considered a transaction with shareholders rather than a taxable event, the Group has not recognized any deferred tax liability for these amounts. Under these circumstances, there is a risk that tax authorities may interpret these transactions differently.

Additionally, the Romanian Government has several agencies authorized to audit (inspect) companies operating in Romania. These inspections are similar to tax audits in other countries and can cover not only tax matters but also other legal and regulatory issues of interest to these agencies. It is possible that the Group will be subject to tax audits as new tax regulations are issued.

Business environment risks

The Group's management cannot anticipate all the effects of international economic developments impacting Romania's financial sector; however, it deems that in 2025, it has taken the necessary measures to ensure the Group's sustainability and growth under the existing financial market conditions by closely monitoring cash flows and adjusting investment policies accordingly.

The Group mitigates risks and reduces their potential effects through an investment policy that complies with the prudential rules imposed by applicable legal provisions and regulations.

The Group has adopted risk management policies aimed at actively managing risks by applying specific procedures for identifying, evaluating, measuring, and controlling them. These measures provide reasonable assurance regarding the achievement of the Group's objectives while maintaining a constant balance between risk and expected returns.

The risk management process focuses on: (i) identifying and assessing significant risks that could substantially impact investment objectives and developing activities to counteract identified risks; (ii) adapting risk management policies to financial market developments, monitoring performance, and improving risk management procedures; (iii) reviewing investment decisions in line with capital market and monetary market trends; (iv) ensuring compliance with applicable legislation.

The aggressive measures taken by major central banks (such as the Federal Reserve and the European Central Bank) to curb inflation, coupled with uncertainties regarding the short- and medium-term impact of these measures on macroeconomic trends, have led to high volatility in key capital markets. The lack of visibility regarding central banks' responses to these externalities, the necessary extent of successive interest rate hikes, and their impact on global demand remain the primary challenges in asset portfolio management in 2025.

Operational Risk

Operational risk is the risk of incurring direct or indirect losses resulting from shortfalls or deficiencies in the Group's procedures, personnel, internal systems, or external events that may impact on its operations. Operational risks arise from all Group activities.

The Group's objective is to manage operational risk to limit its financial losses, not to damage its reputation and to achieve its investment objective to generate benefits for investors.

The primary responsibility for the implementation and development of control over operational risk lies with the Board of Directors. This responsibility is supported by the development of general operational risk management standards, which include controls and processes at service providers and service commitments with service providers.

Capital Adequacy

The management's policy on capital adequacy focuses on maintaining a solid capital base to support the Group's continued development and achieving investment objectives.

The Group's equity includes its share capital, various types of reserves and retained earnings. The equity amounted to RON 4,865,232,181 as of June 30, 2025 (RON 4,521,159,380 as of December 31, 2024).

5. THE MARKET OF THE SECURITIES ISSUED BY THE GROUP

CHARACTERISTICS OF SHARES ISSUED BY LION CAPITAL

Total number of shares issued (June 30, 2025)	507,510,056
Outstanding shares (June 30, 2025)	507,510,056
Nominal Value	RON 0.1000 / share
Type of Shares	common, ordinary, registered, dematerialized, indivisible
CFI Code	ESVUFR
	Regulated spot market of Bucharest Stock
Trading Market	Exchange (BVB or BSE), Premium category, listed since
	November 1, 1999
Trading Venue (MIC)	XBSE
Market Symbol on Bucharest Stock Exchange	LION (before May 15, 2023, symbol SIF1)
ISIN Code	ROSIFAACNOR2
International Identifier	FIGI ID: BBG000BMN2P1
Indices including LION shares	BVB Indices: BET-FI • BET-XT • BET-XT-TR • BET-BK • BET-XT-TRN

Shares issued by the Company grant all shareholders equal rights.

Since its establishment, the Company has not issued bonds or other debt instruments.

The shares issued by the Company are freely traded on the regulated market of the Bucharest Stock Exchange (BVR / BSE), according to the rules established by the market operator, any person could acquire shares issued by the Company.

Romanian legislation provides certain restrictions on the acquisition of shares issued by the Company, as follows:

The company is authorized as an alternative investment funds manager (AIFM), being affected by the provisions of Regulation no. 3/2016 on the applicable criteria and the procedure for the prudential assessment of acquisitions and increase of shareholdings held in entities regulated by the Financial Supervisory Authority, applicable to potential acquirers and significant shareholders within the alternative investment funds managers.
According to the Regulation, the acquisition of qualified participations in the company is subject to the approval of the Financial Supervisory Authority. For the purposes of the regulations, qualified participation means a direct or indirect holding of voting rights or capital of the Company, which represents at least 10% of them or which allows the exercise of a significant influence over the management of the Company.
For the purposes of the Regulation, a potential acquirer is considered to have a significant influence when his holdings, although below the 10% threshold, allow it to exercise significant influence over the management of the Company, such as having a representative in the board of directors. Holdings of less than 10% are subject to approval requirements, from case to case, depending on the ownership structure of the regulated entity and specific involvement of the acquirer in its management.
The Company's shares are listed on the regulated market on the Bucharest Stock Exchange and are applicable the provisions of Law no. 24/2017 on issuers of financial instruments and market operations in the matter of the obligation to carry out a mandatory public takeover bid, in case of reaching the threshold of 33% of the voting rights.

LION stock on the Bucharest Stock Exchange (BSE or BVB)

LION PRICE AND VOLUME IN 2025

highlighted values were recorded at the closing of trading day

The liquidity of LION stock in the first half of 2025 stood at the same level as in the corresponding period of 2024, with a total of 3,212,489 LION shares traded, representing 0.633% of the total issued shares, with an aggregate traded value of RON 8,481,637. On the DEAL market, transactions were executed for 500,000 shares, with a total value of RON 1.3 million.

Out of 120 trading days, 46 days recorded positive price movements (highest +3.6% on March 31) and 44 days recorded negative price movements (lowest –4.41% on March 27). The highest closing price for LION stock in H1 2025 was RON 2.9000 per share, in the March 31 session, while the lowest closing price was RON 2.5000 per share, in the March 27 session, marking a trading range of 16% between the period high and low. The weighted average price for the period was RON 2.6402 per share.

Year-to-date, LION stock declined by 6.05%, while over the same period the BET-BK index rose by 11.02% and the BET-FI index fell by 1.46%, as of June 30, 2025.

As of June 30, 2025, the market capitalization LION stock was RON 1,339.826 million, calculated at the closing price (for the issued shares, totally outstanding).

Bucharest Stock Exchange (BVB) indices including LION stock:

BET-FI • BET-BK • BET-XT • BET-XT-TR • BET-XT-TRN

BET-FI (BUCHAREST EXCHANGE TRADING – INVESTMENT FUNDS) is the first sectoral index of the BVB and reflects the overall trend of prices of financial investment funds traded on the regulated market of the BVB. Change in the BET-FI index as of June 30, 2025: -1.46%. Weight of LION in BET-FI: 19.21% (June 2025).

BET-BK (BUCHAREST EXCHANGE TRADING BENCHMARK INDEX) is a price index weighted by the free-float capitalization of the most liquid companies listed on the regulated market of the BVB, which can be used as a benchmark by fund managers, as well as other institutional investors, with the calculation methodology reflecting legal requirements and investment limits of the funds. Change in the BET-BK index as of June 30, 2025: +11.02%. Weight of LION in BET-BK: 1.49% (June 2025).

BET-XT (BUCHAREST EXCHANGE TRADING EXTENDED INDEX) is a blue-chip index and reflects the evolution of prices of the most liquid 25 companies traded on the regulated market segment, including SIFs, with the maximum weight of a symbol in the index being 15%. Change in the BET-XT index as of June 30, 2025: +8.76%. Weight of LION in BET-XT: 1.78% (June 2025).

BET-XT-TR (BUCHAREST EXCHANGE TRADING EXTENDED TOTAL RETURN) is the total return version of the BET-XT index, reflecting both the evolution of prices of the component companies and the dividends offered by them. Change in the BET-XT-TR index as of June 30, 2025: +13.5%. Weight of LION in BET-XT-TR: 1.76% (June 2025).

BET-XT-TRN (BUCHAREST EXCHANGE TRADING EXTENDED NET TOTAL RETURN) is the net total return version of the BET-XT index. The BET-XT-TRN index reflects both the evolution of prices of the component companies and the reinvestment of net dividends offered by them. Change in the BET-XT-TRN index as of June 30, 2025: +12.99%. Weight of LION in BET-XT-TRN: 1.76% (June 2025).

The two subsidiaries included in the consolidation are not listed on an organized capital market or an alternative trading system.

As of June 30, 2025, Lion Capital has 5,733,990 shareholders, according to data reported by Depozitarul Central S.A. Bucharest, the company that keeps the shareholders' register. The 1,500,000 treasury shares held as the date of the previous periodic report, viz. March 31, 2025, were transferred to the beneficiaries of the share-based payment plan (Stock Option Plan) on June 30, 2025. Details on the completion of the Stock Option Plan were published in the current report of July 1, 2025.

Romanian individuals (5,731,712 shareholders)

Romanian legal entities (105 shareholders)

■ 1.31% non-resident individuals (2,161 shareholders)

■ 13.80% non-resident legal entities (12 shareholders)

The Ordinary General Meeting of Lion Capital's Shareholders held on April 24, 2025, approved the allocation of the net profit for the financial year 2024, amounting to RON 161.734.652, to Other reserves, as own funding sources, without distributing dividends.

6. CORPORATE GOVERNANCE

Lion Capital is committed to upholding and developing the best practices of corporate governance, thus ensuring an efficient decision-making process, leading to the long-term viability of the business, achieving the objectives of the company, and creating sustainable value for all stakeholders (shareholders, management, employees, partners, and authorities). To maintain its competitiveness in an extremely dynamic climate, Lion Capital develops and adapts its corporate governance practices so that it can comply with the new requirements and take advantage of the new opportunities, policies promoted at group level.

Lion Capital has adhered to the Corporate Governance Code of the Bucharest Stock Exchange ("the Code"), the degree of compliance with the principles of the Code being presented in the statement accompanying the 2024 Annual Report, a document that published on the website of Company, www.lioncapital.ro.

By Regulation no. 2/2016, with subsequent amendments and completions, the Financial Supervision Authority (ASF) regulated the unitary normative framework for the application of the principles of corporate governance to the entities authorized, regulated, and supervised by ASF. Lion Capital's Statement on the application of the principles of corporate governance in 2024, accompanies the 2024 Annual Report published by Lion Capital.

Lion Capital's subsidiaries, in the scope of consolidation, apply principles and policies of internal governance similar to those of the parent company.

Lion Capital's Leadership

Pursuant to its Articles of Association, Lion Capital is governed under a unitary system, capable of ensuring an efficient operation of the Company, in accordance with the objectives of good corporate governance and the protection of the shareholder's legitimate interests.

The General Meeting of Shareholders (GMS)

The General Meeting of Shareholders (GMS) is the supreme governing body of the company.

General meetings are ordinary and extraordinary. The Ordinary General Meeting gathers at least once a year, no later than four months after the close of the financial year. The Extraordinary General Meeting shall be convened whenever necessary. The powers of the general meeting of shareholders are stated in the Articles of Association and comply with the legal provisions in force. Company's Articles of Association updated are available on company's website, www.lion-capital.ro, in the Corporate Governance section.

General Meeting's decisions are taken by show of hands or by secret vote. The secret vote is compulsory for electing Board members and for the appointment of the financial auditor and to revoke them, and also for decisions on the liability of the Board members. The decisions taken by the general meeting complying with the law and Company's Articles of Association shall be binding upon the shareholders who did not attend the meeting or voted against.

The general meeting of shareholders is chaired by the Chairman of the Board of the Directors and in his absence by the vice-chairman. The meetings are recorded by the secretariat elected by the General Meeting. Minutes of the meeting shall be recorded in a special register.

During the year 2025, the Board of Directors of Lion Capital convened the OGM and EGM for April 24 (25), 2025 and also the OGM and EGM for July 12 (23), 2025.

Information on the general meetings of shareholders and the adopted resolutions are presented on Company's website, www.lion-capital.ro, in the section Investor Relations • General Shareholders' Meetings

The Board of Directors

Lion Capital is under the management of a Board of Directors (i.e. administrators) comprised of five members, elected by the ordinary general meeting of shareholders for a mandate (term of office) of four years, with the possibility of being re-elected.

The Board of Directors has decision-making powers regarding the administration of the Company in the period between the general meetings of shareholders, except for the decisions that the law or company's Articles of Association provide exclusively for the general meeting.

The board of directors elects from its members a Chairman and a Vice-Chairman. As per the Articles of Association, the Chairman also holds the position of Chief Executive Officer of the Company.

Board members must cumulatively meet the general conditions stipulated by Law no. 31/1990 on trading companies, completed with the criteria established by Law no. 74/2015, Law no. 24/2017, and the regulations issued by the Financial Supervisory Authority (ASF).

The members of the Board are authorized in this function by ASF following their election by the general meeting of shareholders.

The Ordinary General Meeting of Shareholders (OGMS) of Lion Capital, held on October 31, 2024, elected the following individuals as members of the Board of Directors for a four-year term, starting on April 26, 2025, and ending on April 26, 2029: Bogdan-Alexandru Drăgoi, Rachid El Lakis, Sorin Marica, and Marcel Heinz Pfister. Mr. Ion Stancu was elected to the vacant seat on the Board of Directors by the OGMS held on April 24, 2025, for a four-year term starting on April 26, 2025, and ending on April 26, 2029. The exercise of the responsibilities associated with this position shall take place only after the issuance of the authorization/approval decision by the Financial Supervisory Authority, in accordance with the applicable legal provisions.

The composition of the Board of Directors of Lion Capital as of June 30, 2025:

Bogdan-Alexandru Drăgoi Chairman of the Board and Chief Executive Officer, Executive Director elected by the Ordinary General Meeting of Shareholders (OGMS) of Lion Capital on October 31, 2024;
Rachid Lakis Vice Chairman of the Board, non-executive Director elected by the OGMS on October 31, 2024;
Sorin Marica –Member of the Board, non-executive Director elected by the OGMS on October 31, 2024;
Marcel Heinz Pfister Member of the Board, non-executive Director elected by the OGMS on October 31, 2024;
Ion Stancu Member of the Board, non-executive Director elected by the OGMS on April 24, 2025, (the performance of the duties under the mandate shall commence once the respective member of the Board has been authorized by the Financial Supervisory Authority, a procedure currently in progress).

During the first half of 2025, the Board of Directors of Lion Capital S.A. met 25 times, in accordance with the statutory provisions.

The convening of the members of the Board of Directors was carried out in line with the Procedure on the convening and conduct of Board of Directors meetings of Lion Capital.

The attendance of the members of the Board of Directors at the meetings convened during 1H 2025 was in compliance with the legal requirements.

The meetings of the Board of Directors were chaired by Mr Bogdan-Alexandru Drăgoi, Chairman of the Board of Directors.

As a result of the Board of Directors' meetings, a total of 89 management resolutions regarding the company's current activity were issued. All resolutions were adopted with the affirmative vote of the majority of those present.

Of the 89 resolutions of the Board of Directors issued during the period under review:

34 were resolutions with a clearly defined objective requiring implementation;
55 were resolutions approving procedures, mandatory reports, and activity reports:
14 resolutions approving internal regulations and certain operating procedures;

• 41 resolutions approving the mandatory annual, semi-annual, and quarterly periodic reports submitted to the ASF, BVB, MoPF, as well as approving the activity reports of the administrators, departments, directorates, and divisions.

The review of the implementation of the 89 resolutions adopted by the Board of Directors indicates that all of them were fully carried out.

Information on gender balance within the Board of Directors of Lion Capital

The Board of Directors of Lion Capital S.A. brings a high level of expertise across areas essential to the company's operations. The diversity of professional backgrounds, along with the individual and collective experience of its members, ensures a strong understanding of the company's business model, its ongoing activities, and the potential risks associated with them. This foundation enables the Board to carry out the company's governance in an effective and prudent manner, in full compliance with the applicable regulatory framework.

Legal requirements on gender balance

According to Article 109^3 of Law no. 24/2017 (as amended by Law no. 11/2025), by June 30, 2026, companies listed on a regulated market must meet one of the following gender balance objectives for their boards of directors:

at least 40% of non-executive members of the Board of Directors must be of the underrepresented gender; or
at least 33% of all members of the Board of Directors (executive and non-executive) must be of the underrepresented gender.

Where the latter threshold is not applicable, companies are required to set their own quantitative targets aimed at improving gender representation among executive members of the Board of Directors.

At this time, Lion Capital does not meet the objectives set out under Article 109^3 (1) of Law no. 24/2017. This is due to the following procedural and legal considerations:

four of the five current board members were elected prior to the entry into force of Law no. 11/2025 (March 15, 2025);
in the case of the fifth member elected in April 2025, the timeframe between the law's entry into force and the conclusion of the selection process was too short to revise and implement internal procedures in line with the new requirements;
nonetheless, two candidates of different genders were proposed for the vacant position, and the shareholders' meeting elected Mr Ion Stancu, who received 80.66% of the votes.

The current board mandates are valid until April 2029 and, in accordance with the law, are not subject to retroactive application of the new provisions, which apply only to new appointments.

By the legal deadline of June 2026, Lion Capital undertakes to develop and approve internal procedures that reflect the new gender balance requirements, publish on its website the policy for the selection and suitability assessment of board members, and apply these policies in the context of future board appointments.

Advisory Committees within the Board of Directors

The Audit Committee - assists the Board of Directors in fulfilling its responsibilities in the financial reporting, internal control, and risk management areas, assists the Board of Directors in monitoring the trustworthiness and integrity of financial information provided by the Company, in particular by reviewing the relevance and consistency of the accounting standards applied by the Company. The duties of the Audit Committee are detailed in the Company's Internal Regulations.

The Audit Committee consists of at least three non-executive members of the Board of Directors. The Chairman of the committee is an independent non-executive member. At least one member of the audit committee shall have competence in accounting or auditing.

As of June 30, 2025, the Audit Committee had the following composition: Mr Marcel PFISTER - Chairman of the Committee, Mr Sorin MARICA – member, and Mr Rachid El Lakis - member.

The Nomination and Remuneration Committee (NRC) - assists the Board in fulfilling its responsibilities for the nomination of candidates for management positions and their remuneration. NRC duties are detailed within the Company's Internal Regulations.

The Nomination and Remuneration Committee is comprised of at least at least two members elected from the non-executive members of the Board of Directors, subject to the condition of independence provided for by the Company Law.

As of June 30, 2025, the composition of the Committee was the following: Mr Sorin MARICA – Chairman of the Audit Committee, Mr Marcel PFISTER – member and Mr Mr Rachid El Lakis - member.

The Executive Management

The effective management of the Company is performed by Executive Directors appointed by the Board of Directors, in accordance with the Company's bylaws and applicable regulations so that everyday management of the Company to be provided, at any given time, by at least two persons. The Executive Directors must meet the conditions set by the regulations issued by the Financial Supervisory Authority applicable to the Company and are endorsed in this position by the Authority.

As per the provisions of Law no. 31/1990 on trading companies, the Board of Directors has delegated part of its powers, within the limits established by law, the Articles of Association, and the decisions of the Board of Directors, less the powers reserved by law and/or the articles of association, to the general meeting of shareholders and the Board of Directors.

Responsibilities and duties of directors are set by the Board of Directors and are described in the Company's Internal Regulations and Corporate Governance Regulation; documents published on Company's website.

As of June 30, 2025, the composition of the executive team of Lion Capital was the following: Bogdan-Alexandru Drăgoi – Chairman and CEO, Florin-Daniel Gavrilă - Director, and Laurențiu Riviș - Director.

Description of the Main Elements of the Internal Control Systems and Risk Management

Risk Management

Lion Capital applies its Significant Risk Management Policy and Operational Procedures for the identification, assessment, measurement, and control of risks, as approved by the Company's Board of Directors.

The Board of Directors approves Lion Capital's risk appetite and risk tolerance limits, and together with executive management, ensures their implementation at the company level through the use of appropriate techniques, tools, and mechanisms.

The effectiveness of the risk management system adopted by Lion Capital is evaluated by the Board of Directors at least semi-annually, based on risk reports, in line with the policies, procedures, and controls in place.

The permanent risk management function plays a key role in defining the company's risk policy, monitoring and measuring risks, and ensuring continuous alignment of the risk level with the risk profile approved by the Board of Directors. The Risk Officer has access to all relevant information and provides senior management with up-to-date data to enable prompt corrective actions when necessary.

Ms. Adina Eleonora Hodăjeu has held the position of Risk Officer since March 9, 2018 (ASF Registry no.: PFR13.2FARA/020053).

The risk management function is subject to regular review by both internal and external audit.

The company's governance structure, through the Board of Directors and the Audit Committee, approves and periodically reviews both the risk strategy and the policy for managing significant risks.

The Significant Risk Management Strategy is based on the company's risk management objectives and focuses on three parameters: risk appetite, risk profile, and risk tolerance. The strategy adopted by Lion Capital's Board of Directors is to maintain a moderate risk appetite.

This objective takes into account the fact that, in economically challenging conditions, a higher level of risk may objectively be accepted due to existing portfolio exposures. However, all necessary measures will be taken to reduce the risk appetite for new (future) exposures.

The objective of the Risk Management Department for 2025 is to ensure proactive risk management, with a focus on the following areas:

Identifying potential risk-generating events related to Lion Capital's portfolio management activity, as well as secondary risks, to improve the company's responsiveness to events beyond its control;
Proactive management through continuous monitoring of risk systems and processes;
Periodic risk reviews to update the current risk profile and identify new risks that may impact the company;
Regular testing and remediation of vulnerabilities to eliminate potential threats;
Implementation of applicable legal and regulatory requirements (both local and EU directives and regulations) and alignment of operational procedures with the latest regulatory developments applicable to AIFMs/AIFs.

The 2025 Risk Management Continuity Plan was approved by the Board of Directors in January 2025.

Risk Profile and Risk Limits

Risk appetite represents the level of risk that the company is willing to accept, and it has two components: (i) the risk level related to existing exposures and (ii) the risk level related to future exposures.

In August 2024, the Board of Directors approved the maintenance of a moderate risk appetite for the following 12 months.

Risk Limits and Risk Profile

The risk management policy is based on a system of limits used to monitor and control significant risks, in line with the risk profile and the approved investment strategy. At the level of the Fund's portfolio, the risk limits cover the following categories: market risk, liquidity risk, credit and counterparty risk, operational risks, and other risk types, all of which are assessed through the risk profile.

The risk profile is evaluated quarterly through periodic risk reports and is monitored in relation to the defined risk objectives. Depending on how the risk profile evolves in relation to these objectives, and the duration of any specific deviation (e.g., how long a certain risk exceeds a predefined level), the company may implement corrective or control measures for the relevant risk factors. The risk profile reflects the impact of the entire portfolio of risks.

In August 2024, the Board of Directors approved the classification of the company's overall risk level as MODERATE for the next 12 months (until the next annual assessment), provided that the periodic monitoring does not indicate the need for revisions.

Compliance Function

Lion Capital establishes and maintains a permanent and operational compliance function, which operates independently from other activities. The Compliance Department reports directly to the Board of Directors and is primarily responsible for: (i) regularly monitoring and evaluating the effectiveness and proper implementation of control measures and procedures, as well as the measures taken to address any noncompliance situations; (ii) providing guidance and support to relevant personnel responsible for delivering services and activities in accordance with the legal requirements and regulations issued by the Financial Supervisory Authority (ASF).

The persons appointed as Compliance Officer/representatives of the Compliance Department are authorised in this role by the ASF and are recorded in the ASF register.

Handling of Complaints. Shareholders who are dissatisfied with the company's activities under applicable legislation, or with the information provided in response to their requests, may submit a complaint to Lion Capital. Complaints are handled in accordance with ASF Regulation no. 9/2015, and the procedure to follow is published on the company's website. In accordance with this regulation, a secure electronic register of complaints has been established, where submitted complaints, the reported issues,

and the resolution actions are recorded. The complaints register is managed by the representative of the Compliance Office.

Internal Audit

Lion Capital establishes and maintains a permanent and operational internal audit function, which operates independently from other functions and activities and reports directly to the Board of Directors.

The company's activities are subject to regular internal audit to provide an independent assessment of its operations, controls, and governance processes. The audit evaluates potential risk exposure across business segments (e.g., asset security, regulatory and contractual compliance, integrity of operational and financial information), makes recommendations to improve systems, controls, and procedures, and follows up on corrective actions and their outcomes.

Internal audit is an independent and objective activity that provides the company with assurance on the level of control over its operations and is conducted according to procedures designed for its execution. Each internal audit assignment includes a detailed programme outlining the scope, objectives, allocated resources, and time frame.

The objectives of internal audit are to support the company in identifying and assessing significant risks to provide an independent evaluation of risk management, control, and governance processes, and to assist the company in maintaining an efficient and effective control system.

The internal audit activity of Lion Capital is outsourced to the firm New Audit SRL, based in Arad.

Assessment of matters concerning the employees

The essential social objective of the group consists in establishing a positive organizational culture, aiming at providing good working conditions for employees, pay and motivating motivation systems, correct systems and evaluation criteria, efficient information and control systems, full use and efficient of working hours, availability for change, commitment, good communication.

	Average number of employees
Company Name	1H 2022	1H 2023	1H 2024	1H 2025
Lion Capital	32	32	31	29
SAI Muntenia Invest	33	33	29	28
Administrare Imobiliare	5	6	6	6
TOTAL	70	71	66	63

The evolution of the Group's number of employees is presented in the table below:

Throughout 1H 2025 there were no conflicting matters in the relations between management and employees, neither in Lion Capital nor in the companies in the consolidation.

During 1H 2025, no collective layoffs occurred, neither in the case of Lion Capital, nor in the case of the companies in the scope of consolidation.

All companies in the consolidation have organizational and operational regulations approved by the Boards of Directors, describing how they are organized and regulating the operation of their compartments, setting competences for each compartment, their duties, and responsibilities.

Assessment of matters concerning the environment

The Lion Capital Group does not have an Integrated Environmental and Social Governance Policy or Procedure but covers the relevant aspects in this area in various corporate documents applicable to each company, specific to their work.

The Group is committed to the responsible management of environmental issues, choosing that in the processes related to the current activity to efficiently manage the resources, thus ensuring that the environment is protected in all aspects of the day-to-day administrative activity.

Thus, the companies in the Group are engaged in responsible management of the waste generated both by the activity of employees and by the daily operations carried out at the headquarters of the companies in the group. Among the residual materials are paper, plastic, electrical and electronic equipment waste, batteries and accumulators, lighting devices, printer cartridges and household waste. Used batteries and accumulators, printer cartridges and end-of-life electrical and electronic equipment, if not managed properly, can have negative effects on the environment and human health, so we strive to continuously modernize all processes in the company's activity, in particular by reducing consumption of resources and reducing the volume of waste produced and through their selective and efficient collection.

The importance of saving energy, reducing the consumption of electricity and methane gas was a priority to minimize the impact on the environment and control operational costs.

At the same time, a series of resource-saving measures were implemented. These include opting for electronic communication instead of paper and digitizing operations. The use of electronic equipment with low energy consumption and compliance with ergonomics and environmental protection standards is also aimed at.

Both Lion Capital and the companies in the group - SAI Muntenia Invest S.A. and Administration Imobiliare S.A. - do not need special environmental permits and do not carry out activities with an impact on the environment.

Legal Proceedings

As of June 30, 2025, Lion Capital's records show 47 ongoing legal proceedings. The Company was acting as claimant in 33 cases, as defendant in 13 cases, and as intervenor in one case.

In most of the cases where Lion Capital is the claimant, the disputes involve challenging shareholder resolutions at portfolio companies or insolvency proceedings concerning portfolio companies.

Lion Capital's management will continue to take all necessary steps to protect the legitimate interests of the Company and its shareholders in these proceedings, in accordance with applicable law.

7. SIGNIFICANT EVENTS DURING 1H 2025

Publication of Preliminary Financial Results for 2024

On February 28, 2025, Lion Capital published the preliminary financial results for the year ended December 31, 2024, prepared in accordance with IFRS. The information was disclosed to the market (Bucharest Stock Exchange) and published on the Company's website at www.lion-capital.ro.

Convening of the OGMS and EGMS for April 24 (25), 2025

At its meeting on March 20, 2025, the Board of Directors of Lion Capital, based on Article 117 of Law no. 31/1990, convened the Ordinary General Meeting of Shareholders (OGM) for April 24, 2025, at 10:00 a.m., and the Extraordinary General Meeting of Shareholders (EGM) for April 24, 2025, at 12:00 p.m., at the company's registered office in Arad, 35A Calea Victoriei. In the absence of a quorum, both meetings will be held at the second call on April 25, 2025, at the same times, with the same agenda and at the same location.

The OGMS and EGMS convening notice was published on the Company's website, www.lion-capital.ro, under the section Investor Relations • General Meetings of Shareholders.

Authorization of Compliance Officer

On March 24, 2025, Lion Capital informed shareholders and investors that, by ASF Authorization no. 27 of March 21, 2025, Mr Ioan Eugen Cristea was authorized as the company's Compliance Officer, registered in the ASF public register under no. PFR 14 RCCO/020047. The addition of a second member to the Compliance Department ensures the continuous coverage of this key function and the optimal fulfilment of its regulated duties and responsibilities. Following the ASF authorization, the Compliance Department comprises Mr Păunel-Ilie Gavra and Mr Ioan Eugen Cristea.

Completion of Share-based Payment Plan

Through the current report of February 6, 2024, the Company informed shareholders of the Board of Directors' approval of the "Stock Option Plan," based on EGM resolutions no. 4 and 5 of April 27, 2023, under which 990,000 LION shares were offered to members of the management. The "Disclosure Document," prepared in accordance with EU Regulation 1129/2017 and ASF Regulation 5/2018, was also published.

After the 12-month period following the signing of the stock-based payment agreements, the beneficiaries exercised their rights, receiving 990,000 LION shares (0.1951% of the share capital). The Central Depository confirmed, by letter no. 8482/21.03.2025, registered with the Company under no. 528/24.03.2025, that the transfer was executed on March 20, 2025.

The information required under Article 19 of EU Regulation 596/2014 is available on the Company's website. Since the originally published "Disclosure Document Concerning the Shares Offered or Allotted" has not been amended, it also constitutes the "Disclosure Document Concerning the Shares Allotted", in accordance with applicable regulations.

Revocation of a Board Decision

On March 31, 2025, the Board of Directors of Lion Capital revoked Resolution no. 3 dated November 28, 2024, which had approved the appointment of M. Rachid El Lakis as provisional director (interim administrator) and Vice-Chairman of the Board to fill the vacancy left by the resignation of Mr Radu Răzvan Străuț. The revocation is based on the imminent commencement of the mandate of the Board elected by the OGM on October 31, 2024, and the authorization request submitted to ASF is also to be withdrawn.

Completion of the agenda for the OGM convened for April 24 (25), 2025

Following a request from the shareholder Blue Capital S.R.L. (holder of 8.47% of Lion Capital's share capital), on April 8, 2025, the Board of Directors of Lion Capital S.A. resolved to supplement the agenda of the ordinary general meeting of shareholders (AGOA) convened for April 24 (25), 2025. An alternative option was added to item 4 regarding the allocation of the 2024 profit. The proposal provides for the distribution

of the 2024 net profit of RON 161.7m as follows: RON 80.9m as gross dividends, equivalent to RON 0.1593 per share, and RON 80.9m allocated to "Other Reserves" as own financing sources, with May 26, 2025, proposed as the payment date.

Authorization of the company's directors

Lion Capital S.A. informed investors that, under ASF Authorization no. 41/17.04.2025, the Financial Supervisory Authority authorized Mr Drăgoi Bogdan-Alexandru, Mr Pfister Marcel Heinz, and Mr Marica Sorin as members of the Board of Directors of Lion Capital S.A. for a four-year term starting April 26, 2025, pursuant to OGM Resolution no. 3 of October 31, 2024.

The same authorization also updated the company's authorization conditions following the inclusion of Mr. Rachid El Lakis on the Board of Directors for a four-year term, starting on the same date.

Accordingly, the Board of Directors of Lion Capital S.A., authorized by ASF Authorization no. 41/17.04.2025 as of April 26, 2025, is composed of Bogdan-Alexandru Drăgoi, Rachid El Lakis, Marcel Heinz Pfister, and Sorin Marica.

AGOA and AGEA of April 24, 2025

The ordinary (OGM) and extraordinary (EGM) general meetings of shareholders of Lion Capital S.A. took place at first call on April 24, 2025. All documents and resolutions adopted are available on the company's website, www.lion-capital.ro, under Investor Relations → General Meetings of Shareholders.

OGM approved:

the separate and consolidated financial statements for the 2024 FY, the Board's and auditor's reports, and the remuneration report;
the allocation of the net profit for 2024 FY (RON 161.7m) to Other Reserves;
the discharge of directors for the 2024 FY;
the 2025 income and expenses budget and the activity program;
maintaining the current level of directors' remuneration and the general limits for additional remuneration and for directors;
the election of Mr Ion Stancu as director for the 2025–2029 term, with the exercise of duties following ASF authorization;
the update of the Remuneration Policy.

EGM approved:

the implementation of Buyback Program 9 for a maximum of 1.1 million LION shares (at prices between RON 0.1 and 9.1454 per share, over a period of up to 18 months), for free allocation to management under a Stock Option Plan;
the use of the acquired shares to retain and reward directors and executives;
the update of the company's main activity according to the new CAEN Rev.3 classification, with consequential amendments to the Articles of Association.

Board of Directors resolutions and ASF authorization regarding company management

At its April 26, 2025, meeting, the Board of Directors elected Mr Bogdan-Alexandru Drăgoi as Chairman and Mr Rachid El Lakis as Vice-Chairman of the Board.

On April 28, 2025, taking into account the same-day resolutions of the Nomination and Remuneration Committee and the provisions of the Articles of Association of Lion Capital, the Board approved the preliminary assessment and the appointment of Mr Bogdan-Alexandru Drăgoi as Chief Executive Officer for a four-year term (April 26, 2025 – April 26, 2029), delegating executive management to him under Law no. 31/1990 and the Articles of Association. The exercise of the mandate was subject to ASF authorization.

Subsequently, under ASF Authorization no. 54/15 May 2025, the authority approved the appointment of Mr Bogdan-Alexandru Drăgoi as a member of the company's Senior Management, establishing the composition of Lion Capital's Senior Management as follows: Mr Bogdan-Alexandru Drăgoi – CEO; Mr Laurențiu Riviș – Director; and Mr Florin-Daniel Gavrilă – Director.

Notification under art. 71(1) of Law 24/2017

Lion Capital informed investors that, on May 8, 2025, it received a Notification regarding the change of the shareholding threshold in Lion Capital S.A., prepared under art. 71(1) of Law no. 24/2017(R) and ASF Regulation no. 5/2018 (Annex 18) from DAYRICH (CYPRUS) LTD.

The notification was published together with the current report issued by the company.

Share allocation to management

Lion Capital S.A. informed investors that, under the EGM resolutions of April 24, 2025 – Resolution no. 3 on the implementation of Program 9 to repurchase own shares, and Resolution no. 4 on the use of such shares under a Stock Option Plan – the Board of Directors approved on May 26, 2025, the free allocation of 880,000 shares to members of management (directors and executives) under the Stock Option Plan. This measure aims to retain and reward management for their contribution to the company's activities. The current report was accompanied by the Disclosure Document on the allocation of shares to Lion Capital's management, prepared in accordance with EU Regulation no. 1129/2017 and ASF Regulation no. 5/2018.

Litigation regarding the use of the "Lion Capital" trade name

Lion Capital S.A. informed investors, via the current report of May 28, 2025, that the Bucharest Tribunal, in case no. 38735/3/2023, filed by Lion Capital LLP (UK), partially upheld the claim regarding intellectual property rights over the name "Lion Capital." The court ordered the company to change its trade name to avoid infringing the claimant's rights, prohibited the use of the current name in commercial activities, on the websites www.sif1.ro/ro and www.lion-capital.ro, and on the Bucharest Stock Exchange, and ordered the deletion of the domain lion-capital.ro. Other claims, including the request to cancel the trade name "Lion Capital S.A.," were rejected.

The ruling of May 27, 2025, issued by the Bucharest Tribunal in case no. 38735/3/2023 is not final and may be appealed within 30 days of notification.

Management transactions under art. 19 of EU Regulation no. 596/2014

Lion Capital S.A. informed shareholders and investors on June 26 and 27, 2025, regarding transactions carried out by Mr Bogdan-Alexandru Drăgoi, Chairman and CEO of the company, as a person discharging managerial responsibilities.

8. OTHER SIGNIFICANT INFORMATION

Events After the Reporting Period

The subsequent events disclosed in the directors' report were not deemed to have an impact on the consolidated financial statements, being included here to provide an up-to-date and comprehensive view of the Group following the closure of the financial reporting period.

Completion of the Share based Payment Plan

On July 1, 2025, Lion Capital informed investors via a current report that the Share based Payment Plan, approved by the Board of Directors pursuant to AGEA Resolutions no. 3 and 4 of April 29, 2024, and initially announced on June 11, 2024, had been completed. After the 12-month vesting period, the plan's beneficiaries (employees and management members) exercised their right to receive 1,500,000 LION shares, representing 0.2956% of the share capital. According to Central Depository letter no. 21361/30.06.2025, the direct transfer of shares was executed on the same day. The information required under Article 19 of EU Regulation 596/2014 is available on the company's website. As there were no changes from the initially published document, the June 11, 2024, current report constitutes the "Disclosure Document regarding the allocation of shares," in accordance with EU Regulation 1129/2017 and ASF Regulation no. 5/2018.

Extension of Deloitte Audit SRL's Mandate

The Ordinary General Meeting of Shareholders of Lion Capital, held on July 12, 2025, approved the extension of Deloitte Audit S.R.L.'s mandate as financial auditor for a three-year period, covering the audit of the separate financial statements and consolidated financial statements for the fiscal years 2026–2028. The Board of Directors was authorized to negotiate and execute the corresponding audit contract.

EGM temporarily increases thresholds for transactions involving fixed assets

The Extraordinary General Meeting of Shareholders, held on July 12, 2025, approved that, during the 2025 FY, Lion Capital S.A. may enter into legal acts of acquisition, disposal, exchange, or pledging of fixed assets exceeding the 20% threshold of total fixed assets (excluding fixed receivables). At the same time, EGM established that the cumulative value of such transactions shall not exceed 50% of total fixed assets, based on the financial statements as of December 31, 2024. The decision authorizes the Board of Directors and the executive officers to manage these transactions at their discretion, taking into account market opportunities and the company's internal regulations.

Subscription of bonds issued by PK Development Holding S.A.

On August 1, 2025, Lion Capital S.A. informed investors that it had subscribed for 55 million bonds issued by PK Development Holding S.A., a Romanian legal entity headquartered in Bucharest, with a nominal value of EUR 1 per bond, from a total EUR 100m issuance aimed at professional private investors. The bonds have a maximum maturity of 36 months, with the possibility of early repayment, and are secured by a mortgage on Mall Moldova and adjacent properties in Iași, owned by Ermes Holding S.R.L., headquartered in Bucharest, as well as two blank promissory notes issued by the bond issuer. The proceeds will be used to finance the ongoing operations and investment activities of the group of companies to which the bond issuer belongs. The issuance is non-public, and the bonds will not be admitted to trading on a regulated market or any other trading venue.

Management Transactions under Article 19 of EU Regulation 596/2014

On August 4 and 5, 2025, Lion Capital SA informed shareholders and investors of transactions carried out by Mr Florin-Daniel Gavrilă, Director of the company, as a person discharging managerial responsibilities.

Legal dispute regarding the use of the trade name "Lion Capital"

Following up on the report of May 28, 2025, the current report dated August 8, 2025, announced that Lion Capital had filed an appeal with the Bucharest Court against Judgment no. 748/27.05.2025 in case no. 38735/3/2023, concerning the intellectual property action initiated by Lion Capital LLP (UK) regarding the commercial use of the "Lion Capital" name by the company. Lion Capital will keep investors informed on the outcome of the appeal and the ongoing litigation.

Publication of the condensed interim separate financial statements as of June 30, 2025

On September 2, 2025, Lion Capital S.A. announced the publication of the Condensed Interim Separate Financial Statements as of June 30, 2025 (unaudited), prepared in accordance with IAS 34 Interim Financial Reporting and with the International Financial Reporting Standards adopted by the European Union, as well as with Financial Supervisory Authority (ASF) Regulation no. 39/28 December 2015 approving accounting regulations compliant with IFRS, applicable to entities authorized, regulated, and supervised by ASF in the Financial Instruments and Investments Sector, as amended and supplemented. The condensed interim separate financial statements as of June 30, 2025 (unaudited), were made available to the public at the Company's registered office and on the Company's website at www.lion-capital.ro • Investor Relations • Financial Results.

This report is accompanied by the following:

ANNEX 1	Condensed Interim Consolidated Financial Statements as of June 30, 2025, prepared in accordance with IAS 34 Interim Financial Reporting and the International Financial Reporting Standards adopted by the European Union, and Norm no. 39/2015 for the approval of the Accounting Regulations compliant to the International Financial Reporting Standards, applicable to entities authorized, regulated, and supervised by the Financial Supervisory Authority (ASF) – Financial Instruments and Investments Sector – unaudited
ANNEX 2	Lion Capital's Net Asset statement as of June 30, 2025, prepared in accordance with Annex 10 of Regulation no. 7/2020 prepared based on the separate financial statements as of June 30, 2025
ANNEX 3	Lion Capital's Detailed Statement of Investments as of June 30, 2025, in accordance with Annex 11 of Regulation no. 7/2020 prepared based on the separate financial statements as of June 30, 2025
ANNEX 4	Changes in Lion Capital's Articles of Association

The version prepared in Romanian of the consolidated report of the Board of Directors (which is the official and binding version) was approved by the Board of Directors of Lion Capital in the meeting held on September 30, 2025.

Bogdan-Alexandru DRĂGOI

Chairman and CEO

Lion Capital S.A.

Condensed Interim Consolidated Financial Statements as of June 30, 2025

prepared in accordance with IAS 34 Interim Financial Reporting and the International Financial Reporting Standards adopted by the European Union, and Norm no. 39/December 28, 2015, for the approval of accounting regulations in accordance with the International Financial Reporting Standards, applicable to entities authorised, regulated, and supervised by the Financial Supervisory Authority, operating in the Financial Instruments and Investments Sector, with subsequent amendments and additions

unaudited

FREE TRANSLATION from Romanian which is the official and binding version

CONTENTS page

Condensed Interim Consolidated Financial Statements

Condensed Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income	1
Condensed Interim Consolidated Statement of Financial Position	2
Condensed Interim Consolidated Statement of Changes in Equity	3-4
Condensed Interim Consolidated Cash Flow Statement	5
Notes to the Condensed Interim Consolidated Financial Statements	6 – 27

Lion Capital Condensed Interim Consolidated Statement of Profit or Loss and Other Comprehensive Income for the six-month period ended June 30, 2025 (all amounts presented in RON)

Denominated in RON	Note	June 30, 2025	June 30, 2024
Income
Dividend income	6	122,574,386	104,047,516
Interest income (assets at amortized cost, assets at FVTOCI)	7	19,773,946	13,590,934
Interest income (assets at FVTPL)	7	3,545,664	1,804,372
Other operating revenues	8	21,454,234	19,991,388
Other financial revenues		165,000	445,500
Gan/(Loss) on investment
Gain/(Loss) from investment property		(375,817)	-
Net gain/(Loss) from exchange rate differences		3,013,103	(13,690)
Net Gain / (Loss) from financial assets at FVTPL	9	63,878,606	(10,246,052)
Expenses
Reversals / (set-up) of provisions for risks and expenses		3,072,380	2,557,547
Reversals / (set-up) of adjustments for credit losses expected current assets		(28,237)	(43,949)
Interest expenses		-	-
Commissions expenses	10	(2,893,113)	(2,663,716)
Other operating expenses	11	(20,631,560)	(18,950,140)
Profit before tax		213,548,592	110,519,710
Income tax	12	(16,683,990)	(10,074,009)
Net profit for the period		196,864,602	100,445,701
Profit / (Loss) is attributed to:
Parent company		196,855,128	99,925,575
Non-controlling interests		9,474	520,125
Total profit for the period		196,864,602	100,445,701
Other comprehensive income
Amounts that are or may be transferred to retained earnings
Change in fair value of the shares measured by other comprehensive income		177,912,580	421,317,542
Retained earnings from the correction of accounting errors		(2,450,000)	-
Effect of the income tax related to them		(32,997,111)	(65,272,389)
Other comprehensive income		142,465,469	356,045,153
Total comprehensive income for the period		339,330,071	456,490,854

The condensed interim consolidated financial statements were approved by the Board of Directors on September 30, 2025, and were signed on its behalf by:

Bogdan-Alexandru Drăgoi Bogdan Dușu Chairman and CEO CFO

Condensed Interim Consolidated Statement of Financial Position as of June 30, 2025 (all amounts presented in RON)

Denominated in RON	Note	June 30, 2025	December 31, 2024
Assets
Cash and cash equivalents	13	439,679,230	628,813,111
Bank deposits	14	17,011,670	21,079,992
Financial assets measured at amortized cost		316,245,879	1,257,518
Other financial assets	17	34,776,337	54,104,542
Other assets		607,012	530,109
Assets held for sale		64,940,084	64,940,084
Financial assets at fair value through profit or loss	15	1,749,323,179	1,753,626,278
Financial assets at fair value through other comprehensive income (shares)	16	2,549,953,752	2,274,160,300
Investment property		31,887,961	31,887,961
Tangible assets (property, plant, and equipment)		7,132,936	7,562,103
Total assets		5,211,558,040	4,837,961,998
Liabilities
Dividends payable		9,788,541	9,816,738
Other financial liabilities	18	3,882,459	5,424,817
Other liabilities and deferred income		66,023,409	67,069,538
Provisions for risks and expenses		2,798,817	5,871,197
Deferred income tax liabilities	19	263,832,632	228,620,327
Total liabilities		346,325,859	316,802,618

Equity
Statutory share capital	20	50,751,006	50,751,006
Treasury shares		-	(7,221,000)
Losses from the repurchase of own shares		-	(151,959)
Benefits granted in equity instruments		375,467	2,399,100
Other reserves Reserves from revaluation of tangible assets	20	2,278,040,359 2,523,295	2,116,822,167 2,523,295
Legal reserves		10,451,417	10,451,417
Reserves from revaluation of financial assets designated FVTOCI	20	1,467,249,317	1,324,061,145
Retained earnings	20	1,054,150,435	1,019,841,761
Total		4,863,541,296	4,519,476,932
Non-controlling interests		1,690,885	1,682,347
Total equity		4,865,232,181	4,521,159,380
Total liabilities and equity		5,211,558,040	4,837,961,998

The condensed interim consolidated financial statements were approved by the Board of Directors on September 30, 2025, and were signed on its behalf by:

Bogdan-Alexandru Drăgoi Bogdan Dușu Chairman and CEO CFO

Condensed Interim Consolidated Statement of Changes in Equity

for the six-month period ended June 30 (all amounts presented in RON)

in RON	Share capital	Treasury shares	Losses from share buyback	Legal reserves	Reserves from change of financial assets through other comprehensive income	Reserves from revaluation of tangible assets	Benefits granted in equity instruments	Other reserves	Retained earnings	Total)	Non-controlling interests	Total
Balance on January 1, 2025	50,751,006	(7,221,000)	(151,959)	10,451,417	1,324,061,145	2,523,295	2,399,100	2,116,822,167	1,019,841,761	4,519,476,932	1,682,347	4,521,159,380
Profit /(Loss) for the period	-	-	-	-	-	-	-	-	196,855,128	196,855,128	9,474	196,864,602
Reserve from revaluation of financial assets reclassified to retained earnings	-	-	-	-	(761,708)	-	-	-	761,708	-	-	-
Retained earnings from the correction of accounting errors	-	-	-	-		-	-	-	(2,450,000)	(2,450,000)	-	(2,450,000)
Change in the revaluation reserve of FVOCI financial assets	-	-	-	-	177,696,543	-	-	-	216,037	177,912,580	-	177,912,580
Related deferred income tax	-	-	-	-	(33,746,664)	-	-	-	749,553	(32,997,111)	-	(32,997,111)
Total comprehensive income for the period	-	-	-	-	143,188,171	-	-	-	196,132,426	339,320,597	2,540	339,330,071
Other reserves – profit distribution	-	-	-		-	-	-	161,823,751	(161,823,751)	-	-	-
Lapsed dividends	-	-	-		-	-	-	-	-	-	-	-
Change of the reserve related to subsidiaries	-	-	-	-	-	-	-	-	-	-	(1,037)	(1,037)
Change in benefits granted	-	7,221,000	-	-	-	-	(2,023,633)	(605,559)	-	4,591,808	-	4,591,808
Share buyback	-	-	151,959	-	-	-	-	-	-	151,959	-	151,959
Cancelation of treasury shares	-				-	-	-	-	-	-		-
Total transactions with shareholders recognized directly in equity	-	7,221,000	151,959	-	-	-	(2,023,633)	161,218,192	(161,823,751)	4,743,766	(1,037)	4,742,730
Balance on June 30, 2025	50,751,006	-	-	10,451,417	1,467,249,317	2,523,295	375,467	2,278,040,359	1,054,150,435	4,863,541,296	1,690,885	4,865,232,181

The condensed interim consolidated financial statements were approved by the Board of Directors on September 30, 2025, and were signed on its behalf by:

Bogdan-Alexandru Drăgoi Bogdan Dușu Chairman and CEO CFO

Condensed Interim Consolidated Statement of Changes in Equity

for the six-month period ended June 30 (all amounts presented in RON)

in RON	Share capital	Treasury shares	Losses from share buyback	Legal reserves	Reserves from change of financial assets through other comprehensive income	Reserves from revaluation of tangible assets	Benefits granted in equity instruments	Other reserves	Retained earnings	Total	Non-controlling interests	Total
Balance on January 1, 2024	50,751,006	(2,494,800)	(31,973)	11,106,413	1,002,509,286	1,176,569	2,159,850	1,699,567,035	1,284,040,414	4,048,783,780	1,564,620	4,050,348,420
Profit current year Reserve from revaluation of financial assets reclassified to profit or loss	- -	- -	- -	- -	- -	- -	- -	- -	99,925,575 -	99,925,575 -	520,125 -	100,445,701 -
Reserve from revaluation of financial assets reclassified to retained earnings	-	-	-	-	-	-	-	-	-	-	-	-
Change in reserve	-	-	-	-	406,068,614	-	-	-	4,919,637	410,988,250	-	410,988,250
Related deferred tax	-	-	-	-	(65,272,389)	-	-	-		(65,272,389)	-	(65,272,389)
Total comprehensive income for the period	-	-	-	-	340,796,225	-	-	-	104,845,212	445,641,437	520,125	446,161,562
Other reserves – profit distribution	-	-	-	-	-	-	-	417,255,133	(417,255,133)	-	-	-
Lapsed dividends	-	-	-	-	-	-	-	-	-	-	-	-
Change of the reserve related to subsidiaries	-	-	-	(687,747)	-	-	-	-	687,747	-	(418,809)	(418,809)
Change in benefits granted	-	-	-	-	-	-	(1,315,050)	-	-	(1,315,050)		(1,315,050)
Share buyback	-	-	-	-	-	-	-	-	-		-	-
Cancelation of treasury shares	-	2,494,800	31,973	-	-	-	-	-	-	2,526,772	-	2,526,772
Total transactions with shareholders recognized directly in equity	-	-	31,973	(687,747)	-	-	(1,315,050)	417,255,133	(416,567,386)	1,211,722	(418,809)	792,914
Balance on June 30, 2024	50,751,006	-	-	10,418,666	1,343,305,512	1,176,569	844,800	2,116,822,167	972,318,240	4,495,636,960	1,665,935	4,497,302,895

The condensed interim consolidated financial statements were approved by the Board of Directors on September 30, 2025, and were signed on its behalf by:

Bogdan-Alexandru Drăgoi Bogdan Dușu Chairman and CEO CFO

Condensed Interim Consolidated Cash Flow Statement

for the six-month period ended June 30, 2025 (all amounts presented in RON)

Cash flow from operating activities Net profit for the period 196,864,602 100,445,701 Adjustments for: Amortization of tangible and intangible assets 522,385 437,970 Gain from disposal of tangible assets 2,957 - (Gain) / Loss from from the valuation / disposal of investment property (375,817) - Net (Income) / Expense from provisions for risks and charges (3,072,380) (2,557,547) (Net gain) / Net Loss from financial assets at fair value through profit or loss (shares and fund units) (63,878,606) 10,246,053 Dividend income (122,574,386) (104,046,942) Interest income (23,319,610) (15,395,304) Benefits granted in equity instruments 2,547,867 1,625,250 Other adjustments and foreign exchange differences (2,606,097) (9,757) Income tax 16,683,990 10,094,218 Other adjustments (3,606,175) - Operating profit before changes in assets and liabilities (2,811,270) 839,640 Changes in operating assets and liabilities Changes in other assets 5,630,232 20,277,906 Changes in other liabilities (4,278,102) 1,078,398 Income tax paid (2,437,116) (16,174,279) Net cash generated by operating activities (3,896,257) 6,021,665 Cash flow from investment activities Payments for purchase of financial assets FVTOCI (shares) (98,858,616) (1,727,610) Proceeds from sale of financial assets FVTOCI (shares) 761,707 - (Placements) / Proceeds from term deposits greater than 3 months - - Proceeds from sale/repurchase of assets FVTPL (fund units, bonds) 96,709,466 194,985,185 Payments for purchase of assets FVTPL (fund units, shares, loans) (9,999,990) (25,235,072) Proceeds /(Payments) on assets measured at amortized cost (bonds and govt. securities) (307,430,332) - Proceeds from sale of tangible assets and investment property - 1,988,940 Payments for purchase of tangible assets (72,453) (444,465) Collected dividends 110,763,796 96,928,453 Collected interest 19,023,694 11,936,747 Receipts from net placements in deposits with maturities over 3 months and under 1 year 3,982,792 2,360,758 Net cash used in investment activities (185,119,937) 280,792,935 Cash flow from financing activities Proceeds / Loan repayments (including leasing) (85,811) (287) Dividends paid to shareholders of the Group (31,877) (48,940) Share buyback - - Net cash used in financing activities (117,688) (49,227) Net increase / (decrease) in cash and cash equivalents (189,133,881) 286,765,373 Cash and cash equivalents at the beginning of the period 628,813,111 417,878,500 Cash and cash equivalents at the end of the period 439,679,230 704,643,873 June 30, 2025 June 30, 2024 Cash on hand 6,142 6,226 Current accounts in banks (including due interest) 2,949,847 4,313,017 Bank deposits with initial maturity less than 3 months (including due interest) 436,720,069 700,320,408 Other values and treasury advances 3,172 4,222 Cash and cash equivalent 439,679,230 704,643,873	Denominated in RON	June 30, 2025	June 30, 2024
Cash and cash equivalent comprise:

The condensed interim consolidated financial statements were approved by the Board of Directors on September 30, 2025, and were signed on its behalf by:

Bogdan-Alexandru Drăgoi Bogdan Dușu Chairman and CEO CFO

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

Consolidated accounting policies

1. Reporting Group

Lion Capital S.A. ("the Company") was established based on Law no. 133/1996 by the reorganization and transformation of Fondul Proprietății Private (Private Ownership Fund) Banat-Crișana and it is a joint stock company operating under Law 31/1990. The company is established as a self-managed investment company, authorized by the Financial Supervisory Authority as an Alternative Investment Fund Manager (AIFM) - Authorization no. 78 / 09.03.2018, classified in accordance with the provisions of Law no. 243/2019 as a closed, diversified alternative investment fund, addressed to retail investors (AIFRI) (Ro: FIAIR). The Financial Supervisory Authority issued the Authorization no. 130/01.07.2021 authorizing the Company as Alternative Investment Fund addressed to Retail Investors (AIFRI).

The company also prepares consolidated financial statements, in its capacity as the ultimate parent company of the entities within the group.

Lion Capital is headquartered in Arad, 35A Calea Victoriei, Arad County, postal code 310158, tel.: +40257 304 438, fax: +40257 250 165. The registration number in the Trade Register Office is: J1992001898023, and the tax identification number is: 2761040.

The business activity of the company is:

portfolio management;
risk management;
other activities auxiliary and associated to the collective investment activity, in accordance with the regulations in force.

The Company's shares are listed on the Bucharest Stock Exchange since November 1st, 1999, and are traded on the regulated market, Premium category, with the stock symbol LION.

The depositary bank of the Company, starting November 28, 2019, is Banca Comercială Română (BCR).

The company providing shareholders' registry services is Depozitarul Central SA Bucharest.

The Company's condensed interim consolidated financial statements prepared for June 30, 2025, comprise the Company, its subsidiaries and associates (the "Group") disclosed in the Note 3 to these interim financial statements. The company prepares consolidated financial statements in its capacity as the ultimate parent company of the entities within the group.

Segment reporting - The activity carried out by the Group in the first half of 2025 and the year 2024 can be found in a single segment of activity, namely financial.

In accordance with IFRS 10, starting with the financial year 2018, the Company measures all its subsidiaries at fair value through profit or loss, except for subsidiaries that provide investment-related services, which will continue to be consolidated.

2. Bases of preparation

(a) Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union, and ASF Norm no. 39/December 28, 2015, for the approval of accounting regulations in accordance with the International Financial Reporting Standards, applicable to entities authorised, regulated, and supervised by the Financial Supervisory Authority, operating in the Financial Instruments and Investments Sector, with subsequent amendments and additions, ("The Norm"), and in accordance with the requirements of IAS 34 "Interim Financial Reporting" and should be read in conjunction with the consolidated financial statements for the year 2024.

The accounting records of the Company and its subsidiaries are kept in RON.

Since not all subsidiaries apply international financial reporting standards as an accounting basis, the accounts prepared in accordance with the Romanian Accounting Regulations (Romanian acronym "RCR") are restated to reflect the differences between the accounts in accordance with the RCR and those according to IFRS. Accordingly, the accounts according to the RCR are adjusted, to the extent necessary, to harmonize these financial statements, in all significant aspects, with the IFRS requirements adopted by the European Union through Regulation 1606/2002 of the European Parliament and of the Council of the European Union from July 2002 and with those of ASF Norm no. 39/2015.

- Segment Reporting

The business segments are reported in a manner consistent with the internal reporting reviewed by the Group's chief operating decision maker (the Board of Directors). The Board is responsible for allocating resources and assessing the performance of the operating segments. Reportable segments whose revenues, profit or assets are ten percent or more of the total for all segments are reported separately. The Group manages all activities as a single reportable operating segment.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

(b) Presentation of the condensed interim consolidated financial statements

The Group has adopted a presentation based on liquidity in the condensed statement of financial position and a presentation of income and expenses according to their nature in the interim condensed statement of comprehensive income, considering that these methods of presentation provide information that is reliable and more relevant than the information presented based on other methods allowed by IAS 1 "Presentation of financial statements".

(c) Bases of measurement

The condensed interim consolidated financial statements are prepared on a fair value basis convention, for the financial assets and liabilities, at fair value through profit or loss or by other comprehensive income.

Other financial assets and liabilities, as well as non-financial assets and liabilities, are stated at amortized cost, revaluated amount, or historical cost.

(d) Going concern

The condensed interim consolidated financial statements have been prepared using the going concern assumption that Lion Capital – parent company and the companies in the portfolio will be able to use their assets and meet their obligations during their operating activities.

(e) Functional and presentation currency

The Group's management considers the functional currency, as defined by IAS 21 "The Effects of Changes in Foreign Exchange Rates," to be the Romanian leu (RON or lei). The condensed interim consolidated financial statements are presented in RON, rounded to the nearest unit, which the Group's management has chosen as the presentation currency.

(f) Use of estimates and judgements

The preparation of the condensed interim consolidated financial statements according to IFRS requires that management of the Group makes estimates, judgements, and assumptions that affect the application of accounting policies as well as the reported value of assets, liabilities, income and expenses. Such estimates and related assumptions are based on historical experience and various other factors that are believed to be reasonable under the given circumstances. The result of these estimates forms the basis of judgments used in assessing the carrying value of assets and liabilities for which no other evaluation sources are available. Actual results may differ from the estimated values.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised, if the revision affects only that period or if the period of the revision and future periods are affected the revision affects both current and future periods.

(g) Changes in the accounting policies - information on accounting policies with a material impact

The Group has adopted the document "Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)" effective from 1 January 2023. The management has reviewed the accounting policies in this context, and the Amendments did not result in changes to the accounting policies themselves.

3. Bases of consolidation

a) Subsidiaries and associated entities

The subsidiaries are entities under the control of the Company. The control exists when the Company is exposed or has rights on the variable profitability based on its participation in the entity in which it invested and has the capacity to influence that income through its authority over the invested entity. On the date of control evaluation, the potential or convertible voting rights exercised on the respective date are taken into account.

The financial statements of the subsidiaries are included in the consolidated financial statements as of the date when it begins exercising the control until its termination. The accounting policies of the subsidiaries were amended in order to harmonize them with the Group's policies.

The list of investments in subsidiaries as of June 30, 2025, and December 31, 2024, is the following:

		Percentage held (%)
No.	Company name	June 30, 2025	December 31, 2024
1	(SIF Imobiliare PLC Nicosia)	99.9997	99.9997
2	(SIF SPV TWO Bucharest)	99.99	99.99
3	SAI Muntenia Invest SA Bucharest	99.98	99.98
4	(SIF1 IMGB)	99.99	99.99
5	(Napomar SA Cluj-Napoca)	99.43	99.43
6	(SIF Hoteluri SA Oradea)	98.99	98.99
7	Administrare Imobiliare SA Bucharest	97.40	97.40
8	(SIF SPV THREE)	99.90	99.90
9	(IAMU SA Blaj)	96.53	96.53
10	(Vrancart SA Adjud)	76.33	76.33
11	(SIF SPV FOUR)	99.90	99.90
12	(SIFI CJ Logistic)*	5.53	5.53

* SIFI CJ Logistic is subsidiary by the direct control and/or indirect through SIF Imobiliare Plc Nicosia

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

Note: The subsidiaries shown in brackets in the table above are reflected at fair value through profit or loss in the consolidated statements.

b) Associates

Associates are those companies over which the Company can exercise significant influence, but not control, over financial and operational policies.

The company in which Lion Capital S.A. holds between 20-50%, over which it exercises significant influence as of June 30, 2025, is Biofarm SA.

	Percentage held (%)
Company name	June 30, 2025	December 31, 2024
Biofarm SA Bucharest	36.75	36.75

As of June 30, 2025, Lion Capital S.A. has representatives in the Board of Directors of Biofarm S.A. and participates in the elaboration of its policies.

In 2024, all companies in which the Group held more than 20% of the share capital and which were undergoing insolvency, liquidation, or bankruptcy proceedings were sold.

In accordance with IFRS (IAS 28, paragraph 9), the Group may lose significant influence over investee entities when it no longer has the power to participate in decisions regarding the entity's financial and operating policies, such as when the associate comes under the control of the government, the judiciary, an administrator, or a regulatory body.

• Companies over which no significant influence is exercised

		Percentage held (%)
No.	Company name	June 30, 2025	December 31, 2024
1	Grand Hotel Bucharest	40.19	40.19

As the criteria in paragraph 6, IAS 28 ("Criteria for significant influence") are not met, it can be concluded that Lion Capital S.A. does not hold significant influence in the associates listed in the table above.

c) Transactions removed from consolidation

The settlements and the transactions within the Group, as well as the profits not realized resulted from transactions within the Group, are entirely removed from the consolidated financial statements.

4. Accounting policies having material impact - extract

The accounting policies presented below have been applied consistently to all periods presented in these consolidated financial statements.

(a) Foreign currency transactions

Transactions denominated in foreign currencies are recorded in lei (RON) at the official exchange rate on the settlement date. Monetary assets and liabilities denominated in foreign currencies at the date of the consolidated statement of financial position are translated into the functional currency at the exchange rate on that day. Gains or losses on monetary items are represented by the difference between the amortised cost in the functional currency at the beginning of the reporting period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated into the functional currency at the closing rate of the period.

Exchange gains or losses on settlement are recognised in profit or loss, except for cases where exchange differences arise from the translation of financial instruments classified as measured at fair value through other comprehensive income, which are included in the reserve arising from the change in fair value of these financial instruments, and cases where exchange differences arise from the translation of financial instruments classified at fair value through profit or loss, which are presented as gains or losses from fair value.

The exchange rates of the main foreign currencies were:

	Spot rate	Spot rate
Currency	June 30, 2025	December 31, 2024
EUR	5.0777	4.9741
USD	4.3329	4.7768

(b) Cash and cash equivalents

Cash comprises cash on hand and at banks and demand deposits.

Cash equivalents are short-term, highly liquid financial investments, that are readily convertible to cash, and which are subject to an insignificant risk of changes in value.

In preparing the consolidated statement of cash flows, cash and cash equivalents were considered: cash on hand, current bank accounts and deposits with an initial maturity of less than 90 days.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

The Group presents the statement of cash flows using the indirect method, reflecting cash flows from operating activities, investing activities and financing activities. The Group recognises purchases and sales of financial assets, dividends and interest received within cash flows from investing activities. The repurchase of own shares and dividends paid to shareholders of the parent company are reflected within cash flows from financing activities.

(c) Financial assets and liabilities

Financial instruments, as per IFRS 9, comprise the following:

• investments in equity (own capital) instruments (shares);

As of June 30, 2025, and December 31, 2024, the shares are measured at fair value through profit or loss or at fair value through other comprehensive income.
investments in debt instruments (loans); As of June 30, 2025, and December 31, 2024, the investments in debt instruments held are measured at fair value through profit and amortized cost.
trade receivables and other receivables;
cash and cash equivalent;
interests in subsidiaries, associates; partners and joint ventures;
financial liabilities
bonds
securities

For further details, please refer to the sections below

(i) Classification

Financial instruments held are classified by the Group in accordance with IFRS 9 "Financial Instruments" as financial assets and financial liabilities.

The Group presents the financial assets as measured at amortized cost, at fair value through other comprehensive income or at fair value through profit or loss based on:

(a) the entity's business model for the management of financial assets and

b) the characteristics of the contractual cash flows of the financial asset.

Business model

It represents the manner in which an entity manages its financial assets in order to generate cash flows: collection, sale of assets, or both, for trading;
Its determination is realized by facts, considering: the valuation and reporting method of their performance, the current risks and the management method thereof and the management compensation method (based on fair value or based on cash flows related to these investments);

Business model for shares held for which the FVTOCI option was selected at the date of transition or at the date of initial recognition

Effective management of a diversified portfolio of quality assets, able to ensure a constant income flow, preservation and medium-long term growth of capital, with the purpose of increasing value for shareholders and obtain the highest returns on invested capital
The differentiated approach adopted by the Company for each of its holdings aims at the fruition of an aggregate return, generated from dividend income and capital gain.

Model of assets held to collect (amortized cost)

Managed to carry out the cash flows by collecting the principal and the interest during the lifetime of the instrument;
The hold-to-maturity is not required, but there must be a clear intention to collect the cash flows;
There are categories of sale transactions compatible to this model: those ones due to the increase of the credit risk, infrequent or insignificant sales from the value point of view or sales on dates closed to the due date of the instruments;
Interest income, gains or losses from impairment, and foreign exchange differences are recognised in profit or loss;
The accounting recording of these assets (if the SPPI* criterion is also fulfilled and the fair value option through profit or loss was not selected) is made at amortized cost (using the effective interest rate method, i.e., an amortized cost method based on estimated cash flows).

*SPPI – solely payments of principal and interest.

Model of assets held-to-collect and sale (FVTOCI) • Managed both to realize cash flows from collection and through the (full) sale of assets;
- The sales have high frequency and value compared to the previous model, without mentioning a certain threshold to classify within this model;
- The purpose of these sales can be: managing the current liquidity needs, mentioning certain structure of the output obtained or optimization decisions of the entity's balance sheet (correlation of the term of financial assets with that of financial liabilities).

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

• The accounting registration of these assets (if the SPPI criterion is also fulfilled and the fair value option through profit or loss was not selected) is made at the fair value through other comprehensive income (using the effective interest method; the interests, earnings or losses from impairment and the exchange rate differences – in profit orloss / variation of the fair value of these instruments – in other comprehensive income, the amounts recognized in other comprehensive income are recycled through profit or loss when the asset is derecognized).

Other business model (FVTPL)

The assets managed in order to carry out the cash flows by means of sale;
The collection of cash flows associated with these investments is incidental and does not represent the purpose of holding the assets for collecting principal and interest
Assets whose performance is managed and reported based on their fair value;
The accounting recording of these assets is made at the fair value through profit or loss.

SPPI test

It comprises criteria that assess the extent to which the cash flow structure of a debt instrument fits the pattern of a basic lending arrangement (where interest reflects the time value of money, the credit risk associated with the principal, compensation for other risks and costs associated with lending, and a profit margin).

There are some ratios that indicate the case in which the liabilities instruments held should be evaluated at the fair value through profit or loss:

non-standard interest rate;
presence of the leverage effect;
hybrid instruments (including an incorporated derivative).

There are also ratios that, although they would impose a registration at fair value, can comply, under certain circumstances, with the SPPI criterion and so the respective assets should be accounted for at amortized cost:

the existence of an anticipated reimbursement option or extension of the asset term;
assets without recourse that should guarantee the debt reimbursement;
contractually bound instruments.

Financial assets measured at fair value through profit or loss (FVTPL)

A financial asset must be measured at fair value through profit or loss, unless it is measured at amortized cost or at fair value through other comprehensive income, in accordance with the criteria set by the applicable accounting standards (for example, the SPPI criterion for financial assets).

Financial assets measured at fair value through other comprehensive income (FVTOCI)

A financial asset, such as debt instruments, must be measured at fair value through other comprehensive income if both conditions below are complied with:

a) the financial asset is held within a business model whose goal is achieved by collecting the contractual cash flows and the sale of financial assets and
b) the contractual terms of the financial asset give rise, on certain dates, to cash flows that are exclusively payments of the principal and of the interest corresponding to the principal owed.

The Group can make an irrevocable choice upon the initial recognition in case of certain investments in equity instruments that would have been evaluated otherwise at the fair value through profit or loss to present the subsequent changes of the fair value in other comprehensive income.

Financial assets measured at amortized cost

A financial asset must be measured at amortized cost if both requirements below are met:

(a) the financial asset is held within a business model whose goal is to hold financial assets to collect the contractual cash flows and
(b) the contractual terms of the financial asset give rise, on certain dates, to cash flows that are exclusively payments of the principal and of the interest corresponding to the principal owed.

Financial liabilities

The financial liabilities are measured at fair value through profit or loss (FVTPL) if:

they meet the requirements of the definition of "held for trading";
are designated in the FVTPL category at the initial recognition (if the specific conditions are met).

The other financial liabilities are measured at amortized cost.

(ii) Recognition

Financial assets and liabilities are recognized on the date the Group becomes a party to the contractual terms of the respective instrument. Upon initial recognition of a financial asset, the Group classifies it either at amortized cost, at fair value through profit or loss, or at fair value through other comprehensive income, in accordance with IFRS 9, and subsequently measures it in line with IFRS 9 (a financial asset or liability is measured at its fair value plus or minus transaction costs directly attributable to the acquisition or issuance of the asset or liability).

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

At initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in fair value in other comprehensive income. This election is made on an instrument-byinstrument basis, where applicable.

At the transition date to IFRS 9, equity instruments (shares) previously classified as available-for-sale under IAS 39 were measured in accordance with IFRS 9 at fair value through other comprehensive income, depending on specific circumstances. These securities are primarily held on a long-term basis and have been designated as measured at fair value through other comprehensive income.

All financial assets not classified as measured at amortized cost or fair value through other comprehensive income, as described above, are measured at fair value through profit or loss. Additionally, at initial recognition, the Group may irrevocably designate a financial asset that would otherwise meet the criteria to be measured at amortized cost or fair value through other comprehensive income to be measured at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

(iii) Measurement

After the initial recognition, the Group must measure the financial assets at:

a) Amortized cost;
b) Fair value through other comprehensive income; or
c) Fair value through profit or loss.

After the initial recognition, the entity must measure the financial liabilities according to IFRS 9.

Thus, the Group will classify all financial liabilities at amortized cost, except for:

a) the financial liabilities measured at fair value through profit or loss;
b) the financial liabilities that appear when the transfer of a financial asset does not qualify for derecognition;

c) financial collateral contracts valued at the highest of the loss provision value (Section 5.5 of IFRS 9) and the amount initially recognized less accumulated income (recognized under IFRS 15);

d) commitments to provide a loan at an interest rate below the market value measured at the highest value of the loss provision and the amount initially recognized less accumulated income (IFRS 15)

e) contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies.

Measurement at amortized cost

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, and minus any reduction for estimated credit losses.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortised cost of the financial liability. When calculating the effective interest rate, the Group must estimate the expected cash flows by considering all the contractual terms of the financial instrument but shall not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts.

Fair value measurement

Fair value represents the price that would be received upon the sale of an asset or paid to extinguish a debt within a transaction performed under normal conditions between the participants in the principal market, on the measurement date, or in the absence of the principal market, on the most advantageous market to which the Group has access at that date.

The Group measures the fair value of a financial instrument using the prices quoted on an active market for that instrument. A financial instrument has an active market if for that instrument quoted prices are readily and regularly available. The Group measures the instruments quoted on the active markets using the closing price.

A financial instrument is considered as being quoted on an active market when the quoted prices are readily and regularly available from an exchange, dealer, broker, association within the industry, a service for establishing the prices or a regulatory agency, and these prices reflect the transactions occurring actually and regularly, developed under objective market conditions.

Within the category of shares listed on an active market, all those shares admitted to trading on the Stock Exchange or on the alternative market having frequent transactions are included. The market price used to determine the fair value is the closing price of the market on the last trading day before the measurement date.

Fund units are measured based on the net asset value per unit (NAV), calculated by the fund manager using closing prices. For all funds, the prices (NAV per unit) are readily and regularly available to the Group. Transactions involving fund units occur regularly under normal market conditions.

The Group also considers the frequency of valuation sufficient given the nature of the asset, with subscription and redemption intervals set by the Fund Manager, and transactions executed at the quoted price (NAV), without adjustments. The Group believes that the NAV of each fund fairly represents the fair value as of June 30, 2025.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

In the absence of a quoted price on an active market, the Group applies valuation techniques. The fair value of financial assets not traded on an active market is determined by authorized appraisers.

Valuation techniques include those based on observable inputs, such as the quoted price of an identical asset held by another party on a less active market, and for assets where observable prices are unavailable, techniques based on discounted cash flow analysis and other commonly used market participant valuation methods. These methods include comparison with similar instruments for which observable market prices exist, or the percentage of net assets of these companies adjusted with a minority interest discount and a lack-of-liquidity discount, relying as much as possible on market data and minimizing use of entity-specific information. The Group uses valuation techniques that maximize the use of observable inputs and minimize reliance on unobservable inputs.

Valuation techniques are applied consistently.

(iv) Identification and assessment of expected credit losses

The Group must recognize a provision for the forecasted losses from credit corresponding to a financial asset that is measured according to IFRS 9 (debt instruments measured at amortized cost or at the fair value through other comprehensive income), a receivable resulting from a leasing agreement, a credit commitment, and a financial guarantee agreement.

The Group applies the impairment provisions for the recognition of the provision for losses corresponding to the assets measured at fair value through other comprehensive income (debt instruments that meet the criteria of IFRS 9 – assets held in order to collect the cash flows and sales, whose cash flows represent exclusively principal reimbursement or interest payments). The adjustment determined is recognized considering other comprehensive income and does not reduce the carrying amount of the financial asset from the statement of the financial position.

For each reporting date, the Group measures the provision for credit losses corresponding to a financial instrument as to reflect:

The credit losses forecasted for a 12-month period, if the credit risk has not increased significantly as of the initial recognition;
The credit losses forecasted during the entire life if the credit risk has increased significantly as of the initial recognition.

The Group applies a simplified approach under which it considers that the credit risk has not increased significantly since initial recognition if the financial asset has a low credit risk at the reporting date and holds an external rating within the "investment grade" category. Based on the available information, it was concluded that no events have occurred that would indicate a significant increase in credit risk or default events.

The Group recognizes in profit or loss, as gain or expected credit loss, the value of the forecasted, recognized or reversed losses, required to adjust the provision for losses on the reporting date up to the level imposed by the provisions of IFRS 9.

The Group assesses the expected credit losses of a financial instrument so that it represents:

An impartial value, resulted from the weighting of more possible results depending on the probabilities related thereto;
The time value of money;
Reasonable information available at no cost or disproportionate effort at reporting date.

The Group may assume that the risk credit for a financial instrument has not increased significantly as of the initial recognition if the financial instrument is considered to have a low credit risk on the reporting date. A financial instrument is considered to have a low credit risk if:

The debtor has a high capacity to meet the obligations associated with short-term contractual cash flow;
Adverse changes in the economic and business environment may, but do not necessarily, reduce the debtor's ability to fulfil its obligations.

In the assessment of low credit risk for issuers, no real collateral is considered. At the same time, financial instruments are not considered to be of low risk only because they have a lower risk than the other instruments issued by the debtor or in comparison with the credit risk prevailing in the geographical region or the jurisdiction in which it operates.

The Group primarily uses in assessing credit risk the available external credit risk ratings.

The gain or loss related to the disposal of a financial asset or financial liability measured at fair value through profit or loss is recognised in the current profit or loss.

Upon derecognition of equity instruments designated as financial assets measured at fair value through other comprehensive income, gains or losses representing favourable or unfavourable valuation differences, reflected in revaluation reserves, are recognised in other comprehensive income (retained earnings representing net realised surplus - IFRS 9).

Upon derecognition of financial assets, the retained earnings from the date of transition to IFRS 9 are transferred to retained earnings representing realised surplus.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

A gain or loss related to a financial asset measured at amortised cost is recognised in current profit or loss when the asset is derecognised.

(v) Derecognition

The Group derecognizes a financial asset when the rights to receive cash flows from that financial asset expires, or when the Group transferred the rights to receive the contractual cash flows corresponding to that financial asset in a transaction in which it significantly transferred all risks and benefits of the ownership right.

Any interest in the financial assets transferred retained by the Group or created for the Group is recognized separately as an asset or liability.

The Group derecognizes a financial debt when all contractual obligations ended or when the contractual obligations are cancelled or expired.

Derecognition of financial assets and liabilities is accounted for using the weighted average cost method. This method involves calculating the value of each item based on the weighted average of the value of similar items in stock at the beginning of the period and the value of similar items purchased during the period.

(vi) Gains and losses

Gains or losses resulting from a change in the fair value of a financial asset or of a financial liability that is not part of a hedging relationship are recognized as follows:

a) The gains or losses generated by financial assets or financial liabilities classified as being measured at fair value through profit or loss are recognized in profit or loss account;

b) The gains or losses generated by a financial asset measured at fair value through other comprehensive income are recognized in other comprehensive income.

Gains related to equity instruments measured at fair value through other comprehensive income are recognised as follows:

Changes in fair value (including foreign exchange) in other comprehensive income these gains will never be recycled to profit or loss, not even upon derecognition (unlike FVOCI debt instruments);
Dividend income is recognised in profit or loss account.

Gains related to debt instruments (bonds):

Changes in fair value (including foreign exchange) in other comprehensive income
Interest income is recognised in profit or loss account
Impairment adjustments are recognised in profit or loss account

When the asset is derecognised, cumulative gains or losses previously recognised in other comprehensive income:

Are reclassified from equity to profit or loss account in the case of debt instruments
Are transferred to retained earnings in the case of equity instruments (shares)

When the financial assets are impaired or derecognized and the financial liabilities are accounted for at amortized cost, and through their amortization process, the Group recognizes the gains or the loss in the profit or loss account.

As regards the recognized financial assets using the settlement date accounting, no change of the fair value of the asset to be received during the period between the trading date and the settlement date is recognized for the assets carried at cost or at amortized cost (except for impairment losses). But for the assets accounted for at fair value, the change in fair value must be recognized in profit or loss or in equity, as the case may be.

(e) Other financial assets and liabilities

Other financial assets and liabilities are measured at amortized cost using the effective interest method.

(f) Investment property

An investment property is a real estate asset (land, building, or part of a building) held by the Group primarily to earn rental income or for capital appreciation (applicable to the Company), or both, rather than for use in the production or supply of goods or services, for administrative purposes, or for sale in the ordinary course of business.

(i) Recognition

An investment property shall be recognized as an asset if, and only if, it is probable that the future economic benefits associated with the investment property will flow to the Company, and the cost of the investment property can be reliably measured.

(ii) Measurement

Initial measurement

An investment property shall be initially measured at cost, including transaction costs. The cost of a purchased investment property includes its purchase price plus any directly attributable expenses (e.g., professional fees for legal services, transfer taxes, and other transaction costs).

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

Subsequent measurement

Fair value model

After initial recognition, all investment properties are measured at fair value, except in cases where the fair value cannot be reliably determined on an ongoing basis.

In exceptional circumstances where, at the time of acquisition, there is clear evidence that the fair value of the investment property cannot be reliably determined on an ongoing basis, the Group measures that investment property using the cost model. All other investment properties are measured at fair value. If the Group has previously measured an investment property at fair value, it will continue to do so until disposal.

Gains or losses resulting from changes in the fair value of investment properties are recognized in profit or loss for the period in which they arise.

The fair value of investment properties should reflect market conditions at the end of the reporting period.

(iii) Derecognition

The carrying amount of an investment property shall be derecognized (removed from the statement of financial position) upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal.

Gains or losses arising from the retirement or disposal of an investment property shall be recognized in profit or loss in the period of retirement or disposal.

(g) Non-current Assets Held for Sale

The Group accounts for non-current assets held for sale in accordance with IFRS 5. The Group reclassifies noncurrent assets into this category if the following conditions are met: there is a firm commitment to dispose of them, the asset is available for immediate sale, an active program to find potential buyers is underway, the price at which the asset is expected to be sold is reasonable compared to its fair value, and there are no clear indications that the decision to sell is likely to be withdrawn.

At the date of classification as held for sale, the asset is measured based on its carrying amount determined according to the applicable financial reporting standard for the respective category. Subsequent measurement is at the lower of carrying amount and fair value less costs to sell.

At the reporting date, the Group classified certain non-current assets as held for sale in accordance with the requirements of IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations."

Non-current assets classified as held for sale were valued based on an appraisal report prepared by an independent authorized appraiser. In accordance with IFRS 5, these assets are recognized at the lower of carrying amount and fair value less costs to sell.

For the assets presented, no impairment adjustments were necessary, as the sale price established in the contract corresponds to the fair value determined by the appraisal report. Furthermore, no changes in the sale price are anticipated, and the costs associated with the transfer of ownership are insignificant and do not justify the recognition of adjustments. The Group considers that there are no significant risks related to the completion of the sale of these assets. Therefore, no provision for impairment losses or risks related to non-completion of the transaction is required.

The only remaining cost to be borne is related to administrative formalities; therefore, the Group considers that a sensitivity analysis is not relevant. These costs are provided for within the transaction and do not affect the net value of the assets recognized in the financial statements.

Non-current assets held for sale are presented at the contractual sale value without further adjustments, and the risks related to the transaction are considered insignificant.

Revenues from the sale of these assets are recognized when the significant risks and rewards of ownership are transferred to the buyer.

(h) Revenues from Management Activities (SAI Muntenia Invest)

The estimated amount of revenue related to variable fees should be determined using one of the following methods: a) The expected value method, representing the probability-weighted amount within a range of possible consideration amounts. This method may provide a reasonable estimate if the entity has a large number of contracts with similar characteristics. b) The most likely amount method, representing the single most likely amount in a range of possible consideration amounts (i.e., the single most probable outcome of the contract). This method may be appropriate when the contract has only two possible outcomes (e.g., either the performance fee is earned or not).

The Group should recognize an estimated amount of revenue from performance fees only to the extent that it is highly probable that a significant revenue reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. In accordance with IFRS 15, the Group applies a constraint on estimating performance fees during the financial year and recognizes such revenue on an annual basis. Revenues from management activities are recognized based on contracts concluded with the managed funds. The contract price consists of a monthly management fee and a performance fee, determined according to contractual provisions.

The Group has management agreements with: Longhshield Investment Group and company agreements with Fondul Deschis de Investiții Plus Invest and FIAIPCP Muntenia Trust. For the management of Longhshield Investment Group

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

the monthly management fee is calculated as a percentage of the total assets certified by the custodian bank as of the last day of the month. The performance fee is payable upon meeting performance criteria and targets established annually by the General Meeting of Shareholders of the managed entity and is calculated as a percentage of the difference between the gross profit realized and the budgeted gross profit. For the management of Fondul Deschis de Investiții Plus Investthe monthly management fee is calculated as a percentage of the monthly average net assets certified by the custodian bank, and for the management of FIAIPCP Muntenia Trust the fee is calculated as a percentage of the total assets of the Fund. No performance fees are due for the management of these two funds.

(i) Rental Income

Rental income is generated from the Group's investment properties leased under operating lease agreements and is recognized on a straight-line basis over the lease term in profit or loss.

5. Management of significant risks

The risk management activity can be found in the organizational structure of the Group and covers both general and specific risks, as provided by applicable national and European legislation and regulations.

The most important financial risks to which the Group is exposed are credit risk, liquidity risk and market risk. Market risk includes currency risk, interest rate risk and price risk of equity instruments. This note presents information regarding the Group's exposure to each of the aforementioned risks, the Group's objectives and policies, and the risk assessment and risk management processes.

The Group uses a variety of policies and procedures for managing and evaluating the types of risk to which it is exposed. These policies and procedures are presented in each subchapter for each risk type.

5.1 Financial risk

(a) Market risk

Market risk is the current or future risk of recording losses on balance sheet and off-balance sheet positions due to adverse fluctuations of prices in the market (such as, for example, stock prices, interest rates, exchange rates). The management of the Group sets the limits of risk that can be accepted, limits that are regularly monitored.

The position risk is related to the portfolio of financial instruments held by the Group with the intention of benefiting from the favourable progress of the price of the respective financial assets or the possible dividends / coupons granted by the issuers. The Group is exposed to the risk of position, both to the general and to the specific one, due to the short-term investments in bonds, shares, and fund units.

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

Concentration risk

The concentration risk is related to all the assets held by the Group, irrespective of their holding period, and by means of mitigating this type of risk, the aim is to avoid recording an exposure too large on a single debtor / issuer at Group level.

The policy of the management on diversification of exposures is applied on the structure of the portfolio, on the structure of the business model, as well as on the structure of exposures to financial risks. Thus, this diversification policy implies: diversifying the portfolio by avoiding excessive exposure to a debtor, issuer, country or geographical region; the diversification of the structure of the business plan aims at the Group level to avoid excessive exposure to a certain line of business / sector of activity; the diversification of the financial risk structure aims to avoid excessive exposure to a certain type of financial risk.

The market risk of equity instruments mainly results from the shares valued at fair value through other elements of the global result and through the profit or loss account. The entities in which the Group holds stakes (shareholdings) operate in various industries.

The objective of market risk management is to control and manage market risk exposures within acceptable parameters, to optimize profitability.

The Group's strategy for the management of market risk is driven by its investment objective, and market risk is managed in accordance with the policies and procedures used.

The Group is exposed to the following categories of market risks:

(i) Equity (own capital) price risk

Price risk is the risk of incurring losses due to asset price movements.

The Group is exposed to the risk that the fair value of the financial instruments it holds fluctuates following the changes in market prices, either due to factors specific to the activity of its issuer or factors affecting all instruments traded on the market.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

The Board of Directors monitors how the market risk is managed, and the internal procedures provide that when the price risks are not in line with the investment policy and the Group's principles, the portfolio must be re-balanced.

A positive 10% change in the price of financial assets at fair value through profit or loss account (subsidiary shares, associates, corporate bonds and fund units) would lead to an increase in profit after tax, with RON 143,069,697 (December 31, 2024: RON 137,191,165), a negative change of 10% having an equal net impact and with opposite sign.

A positive change of 10% in the prices of financial assets valued at fair value through other comprehensive income, investments in shares and corporate bonds would lead to an increase in equity, net of corporate income tax, with RON 60,832,869 (December 31, 2024: RON 57,171,894), a negative change of 10% having an equal net impact and with opposite sign.

As presented in the table below, as of June 30, 2025, the Group held mainly shares in companies active in the financial-banking and insurance sector, with a weight of 53.4% in the total portfolio, up vs. 51.2%) as of December 31, 2024.

in RON	June 30, 2025	%	December 31, 2024	%
Financial intermediation and insurance	2,119,639,011	53.4%	1,859,179,679	51.2%
Financial services related to the real estate sector	767,200,044	19.3%	738,179,097	20.3%
Manufacturing industry	555,308,484	14.0%	531,428,464	14.6%
Extractive industry	267,376,148	6.7%	251,752,575	6.9%
Hotels and restaurants	92,881,955	2.3%	98,666,643	2.7%
Real estate leasing	88,061,171	2.2%	76,141,755	2.1%
Transportation and storage	44,006,268	1.1%	42,431,866	1.2%
Production and supply of electricity, gas, and wate	27,540,000	0.7%	27,450,000	0.8%
Construction	3,798,408	0.1%	4,463,516	0.1%
Wholesale and retail trade, repair of motor vehicles	216,607	0.0%	206,465	0.01%
TOTAL	3,966,028,097	100%	3,629,900,060	100%

ii) Interest rate risk

The interest rate risk represents the risk that the revenues or expenses, or the value of the Group's assets or liabilities fluctuate following the change of the interest rates on the market.

As concerns the interest-bearing financial instruments: the interest rate risk is composed of the fluctuation risk registered in the value of certain financial instruments following the variation of the interest rates and from the risk of the differences between the due date of the interest-bearing financial assets and the interest-bearing liabilities. But the interest rate risk can also influence the value of the interest-bearing assets (for example: bonds), so that an increase of the interest rate on the market will determine the reduction of the future cash flows and can result in the reduction of their price, if they determine the increase of the investor's preference to place their funds in bank deposits or other instruments whose interest increased, and vice-versa – a reduction of the interest rate on the market can determine the increase of the price of shares and bonds and will determine an increase of the fair value of the future cash flows.

With respect to fixed interest-bearing assets or tradable assets, the Group is exposed to the risk that the fair value of the future cash flows related to the financial instruments will fluctuate as a result of changes in market interest rates.

Thus, the Group will be subject to limited exposure to the risk of the fair value rate or future cash flows due to fluctuations in the prevailing interest rates on the market.

The Group does not use derivative financial instruments to protect against the interest rate fluctuations.

The table below shows the annual interest rates obtained by the Group for interest-bearing assets during 1H 2025:

	RON range %		EUR range %
Financial assets	min	max	min	max
Bank deposits	0.0%	6.80%	2.4%	2.4%
Financial assets at fair value through profit or loss*	-	-	5.44%	6.21%

* within financial assets at fair value through profit or loss, two euro-denominated loans granted in 2024 and 2022 to subsidiaries are included.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

The table below shows the annual interest rates obtained by the Group for interest-bearing assets during the year 2024:

		RON		EUR
	range %		range %
Financial assets	min	max	min	max
Bank deposits	0.0%	6.75%	2.8%	3.0%
Financial assets at fair value through profit or loss*	-	-	6.3%	7.4%
* within financial assets at fair value through profit or loss, two euro-denominated loans granted in 2024 and 2022 to subsidiaries are included.

The Group is exposed to interest rate risk due to potential adverse fluctuations in interest rates. Changes in market rates, such as ROBOR and EURIBOR, directly affect the income and expenses associated with financial assets and liabilities bearing variable interest rates, as well as the market value of those bearing fixed interest rates. As of June 30, 2025, and December 31, 2024, most of Group's assets and liabilities were non-interest-bearing. Consequently, the Group is not materially affected by interest rate fluctuations. Cash and cash equivalents are generally placed in short-term interest-bearing instruments. However, a decline in market yields may impact the valuation of the assets held by the Group.

In RON	June 30, 2025	December 31, 2024
Cash and cash equivalents*	436,410,000	613,328,000
Bank deposits	16,954,822	20,937,614
Financial assets at fair value through profit or loss - loans granted	68,991,211	74,915,750
Financial assets at amortized cost - govt. securities	199,574,346	-
Financial assets at amortized cost - bonds	107,901,362	1,243,601
TOTAL	829,831,740	710,424,965

* cash equivalents include short-term investments in bank deposits (with a maturity of less than 3 months).

(iii) Currency Risk

The financial instruments used allow for the preservation of the value of monetary assets held in RON through placements and interest income, depending on the maturity term.

The Group has not engaged in any foreign exchange derivative transactions during the presented financial years.

The financial assets and liabilities of the Group in RON and foreign currencies as of June 30, 2025, and December 31, 2024, are as follows:

Financial assets exposed to currency risk (EUR/USD/GBP in RON):

in RON	June 30, 2025	December 31, 2024
Cash and cash equivalents	409,564	410,620
Bank deposits	4,336,102	4,215,010
Financial assets at FVTPL (including assets held in investment funds)*	77,002,508	81,029,956
Financial assets at amortized cost	107,901,362	1,243,601
Total Assets	189,649,536	86,899,187
Debt related to leasing contracts	-	-
Total Liabilities	-	-
Net Financial Assets	189,649,536	86,899,187

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

The Group is exposed to foreign exchange risk due to the investments made by these investment funds (financial instruments traded on foreign markets, cash, or foreign currency placements).

The following table presents the profit or loss sensitivity as well as the sensitivity of equity to potential change at the end of the reporting period ofthe foreign currency exchange rates related to the reporting currency, while maintaining constant all the other variables:

	June 30, 2025		December 31, 2024
	Impact over profit or loss account	Impact over other comprehensive income	Impact over profit or loss account	Impact over other comprehensive income
Increase EUR with 5% (2024: 5%)	540,501	-	218,422	-
Decrease EUR with 5% (2024: 5%)	(540,501)	-	(218,422)	-
Total	-	-	-	-

(b) Credit risk

The Group's management closely and continuously monitors credit risk exposure to prevent losses due to credit concentration in a specific sector or industry.

As of June 30, 2025, and December 31, 2024, the Group does not hold any collateral or other credit enhancement instruments as security.

Next, we present the financial assets with exposure to credit risk:

	Current bank	Bank		Govt.	Other financial
June 30, 2025	accounts	deposits	Loan granted	securities	assets	Total

Rating AAA to A
AAA+
BBB+	365,835	201,460,000				201,825,835
BBB	1,115,903	4,500,000				5,615,903
BBB-	411,081	232,618,720		200,844,008		433,873,809
BB+
BB	729,587	12,086,106				12,815,689
BB
Baa1	325,680	2,700,000				3,025,680
NR			76,786,554	106,631,700	34,776,337	218,194,591
TOTAL	2,948,086	453,364,822	76,786,554	307,475,708	34,776,337	875,351,508

		Current			Other
		bank	Bank		financial
December 31, 2024		accounts	deposits	Loan granted	assets	Total

Rating AAA to A
AAA+
BBB+		772,285	56,560,000			57,332,285
BBB		19,336				19,336
BBB-		791,265	253,282,000			254,073,265
BB+
BB

BB-		15,639	318,823,614			318,839,253
Baa1		9,645,823				9,645,823
NR		193,370	5,600,000	80,733,990	54,104,542	193,370 140,438,532

TOTAL 11,437,717 634,265,614 80,733,990 54,104,542 780,541,853

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

The Group's maximum exposure to credit risk amounted to RON 875,351,508 as of June 30, 2025 (December 31, 2024: RON 780,541,853). The table below present the most significant components exposed to the risk:

	Credit rating	Parent company	Source	June 30, 2025	December 31, 2024
BRD - Groupe Société Générale	Baa1	BRD - Groupe Société Générale	Fitch	2.751.277	12,786
Banca Transilvania	BBB-	Banca Transilvania	Fitch	150.898.606	247,789,127
Banca Comercială Română	BBB+	Banca Comercială Română	Fitch	201.825.835	56,910,854
CEC Bank	BB	CEC Bank	Fitch	8.34.958	7,584,333
Exim Bank	BBB-	Exim Bank România	Fitch	78.777.130	311,254,920
Intesa Sanpaolo România*	NR	Intesa Sanpaolo Italia	Fitch	-	19,336
Procredit	BBB-	Procredit	Fitch	3.354.065	6,284,138
Raiffeisen Bank Romania	Baa1	Raiffeisen Bank	Fitch	274.403	193,370
Credit Europe Bank	BB	Credit Europe Bank	Fitch	4.472.731	9,575,622
UniCredit Tiriac	BBB	UniCredit Tiriac	Fitch	5.615.903	408,654
Libra Bank	BB-	Libra Bank	Fitch	-	70,202
Techventures Bank	NR		-	-	5,600,000
TOTAL				456,312,908	645,703,331

*For banks for which there is no rating, we considered the parent company's rating

Given the current structure of placements in bank deposits and bonds, the management does not anticipate a significant credit risk impact on the Group's financial position.

Cash, cash equivalents, and bank deposits are not exposed to the risk of loss or value impairment.

(c) Liquidity risk

Liquidity risk is the risk that the Group encounters difficulties in meeting the obligations arising from short-term financial liabilities that fall due by cash or other financial means, or that such obligations are extinguished in an unfavourable manner for the Group.

in RON	Accounting value	Under 3 months	Between 3 and 12 months	Over 1 year	Without pre established maturity
June 30, 2025
Financial Assets
Cash and cash equivalents	439,679,230	439,679,230	-	-	-
Bank deposits	17,011,670	-	17,011,670
Financial assets FVTPL	1,749,323,179	-	-	76,786,554	1,672,536,625
Financial assets FVTOCI	2,549,953,752	-	-	-	2,549,953,752
Financial assets at amortized cost	316,245,879	144,452,449	61,448,746	110,344,684	-
Other financial assets	34,776,337	34,776,337	-	-	-
Total Financial Assets	5,106,990,047	618,908,016	78,460,416	187,131,238	4,222,490,377
Financial Liabilities
Payable dividends	9,788,541	9,788,541	-	-	-
Other financial liabilities	3,882,459	3,882,459	-	-	-
Provisions for risks and charges	2,798,817	-	2,798,817	-	-
Other liabilities and deferred income	66,023,409	1,083,325	-	-	64,940,532
Total Financial Liabilities	82,493,227	14,754,326	2,798,817	-	64,940,532
Liquidity Excess	5,024,496,820	604,153,690	75,661,599	187,131,238	4,157,549,845

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

in RON	Accounting value	Under 3 months	Between 3 and 12 months	Over 1 year	Without pre established maturity
December 31, 2024
Financial Assets
Cash and cash equivalents	628,813,111	628,813,111	-	-	-
Bank deposits	21,079,992	-	21,079,992	-	-
Other financial assets at amortized cost	1,257,518	-	-	1,257,518
Financial assets FVTPL	1,753,626,278	-		80,733,990	1,672,892,288
Financial assets FVTOCI	2,274,160,300	-	-	-	2,274,160,300
Other financial assets	54,104,542	15,948,582	521,683	15,426,899	22,207,379
Total Financial Assets	4,733,041,741	644,761,693	21,601,675	97,418,407	3,969,259,967
Financial Liabilities
Payable dividends	9,816,738	-	-	-	9,816,738
Other financial liabilities	5,424,817	5,424,817	-	-	-
Total Financial Liabilities	15,241,556	5,424,818	-	-	9,816,739
Liquidity Excess	4,717,800,185	639,336,875	21,601,675	97,418,407	3,959,443,229

5.2 Other risks

taxation risk;
business environment risk;
operational risk.

Risk management aims to maximize the Group's profit relative to the level of risk to which it is exposed.

(a) Taxation risks

The Group has opted to write off lapsed dividends (that were distributed but unclaimed for three years by shareholders) and record them in the Other Reserves (distinct analytical account). According to the provisions of the Civil Code, the statute of limitations applies to the right to enforce collection but not to ownership of the amounts. Given that transferring these already taxed amounts (both in terms of corporate income tax and dividend tax) back into equity is considered a transaction with shareholders rather than a taxable event, the Group has not recognized any deferred tax liability for these amounts. Under these circumstances, there is a risk that tax authorities may interpret these transactions differently. Additionally, the Romanian Government has several agencies authorized to audit (inspect) companies operating in Romania. These inspections are similar to tax audits in other countries and can cover not only tax matters but also other legal and regulatory issues of interest to these agencies. It is possible that the Group will be subject to tax audits as new tax regulations are issued.

(b) Business environment risks

The Group's management cannot anticipate all the effects of international economic developments impacting Romania's financial sector. However, it believes that in 2025, it has taken the necessary measures to ensure the Group's sustainability and growth under the existing financial market conditions by closely monitoring cash flows and adjusting investment policies accordingly.

The Group mitigates risks and reduces their potential effects through an investment policy that complies with the prudential rules imposed by applicable legal provisions and regulations.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

(c) Operational Risk

The Group's objective is to manage operational risk to limit its financial losses, not to damage its reputation and to achieve its investment objective to generate benefits for investors.

(d) Capital Adequacy

The management's policy on capital adequacy focuses on maintaining a solid capital base to support the Group's continued development and achieving investment objectives.

6. Dividend income

In accordance with IFRS 9 and since the Group has opted to measure participations by other comprehensive income, dividends from these shareholdings are recognized as income, unless they are a substantially recovery of the cost of investment. Dividend income is recorded at gross value. Dividend income is recorded at gross value. The tax rate on dividends related to the financial year ended June 30, 2025, for both resident and non-resident companies was of 8% and 10%. A breakdown of dividend income by main counterparties is presented in the table below:

Denominated in RON	June 30, 2025		Measurement
BRD	14,406,557	28,525,828	FVTOCI
Banca Transilvania	79,397,943	47,767,943	FVTOCI
SNP Petrom	15,765,606	14,664,853	FVTOCI
CONPET	3,805,903	3,818,984	FVTOC
SIFI CJ Logistic	-	22,884	FVTPL
Depozitarul Central	270,739	160,918	FVTOCI
Hidroelectrica	2,022,502	3,147,750	FVTOCI
SIF Hoteluri	6,905,137	5,937,781	FVTPL
Total	122,574,386	104,047,516
FVTOCI	115,669,250	98,086,850
FVTPL	6,905,137	5,960,066

*FVTPL = financial assets at fair value through profit or loss / FVTOCI = financial assets at fair value through other comprehensive income

7. Interest income

Interest income (assets at amortized cost, assets at fair value through other comprehensive income)

denominated in RON	June 30, 2025	June 30, 2024
Interest income from deposits and current accounts	13,079,718	13,590,934
Interest income from bonds measured at amortized cost	2,429,565	-
Interest income from government securities measured at amortized cost	4,264,663	-
	19,773,946	13,590,934

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

Interest income (assets at fair value through profit or loss)

denominated in RON	June 30, 2025	June 30, 2024
Interest income from bonds	-	629,561
Interest income related to loan agreement	3,545,664	1,174,811
	3,545,664	1,804,372
8. Other operating revenues
denominated in RON	June 30, 2025	June 30, 2024
Income from management activities (SAI Muntenia Invest and Administrare
Imobiliare S.A.)	21,002,451	19,777,016
Rental income	241,720	150,888
Other operating revenues	210,064	63,483
	21,454,234	19,991,388

In 1H 2025, the most significant revenues are represented by the management fees of SAI Muntenia Invest amounting to RON 20,034,451 (2024: RON 18,808,016), which include the monthly fund management fees and the performance fees.

Revenue recognition was carried out in accordance with the provisions of IFRS 15 regarding the identification of the contract, the performance obligations, the determination of the transaction price and its allocation to the performance obligations, and the recognition of revenue when these obligations are satisfied

9. Net Profit/(Loss) from measurement of assets at fair value through profit or loss

denominated in RON	June 30, 2025	June 30, 2024

Profit / (Loss) from valuation / redemption of fund units	3,544,021	(9,872,775)
Profit / (Loss) from valuation of bonds	-	(737,496)
Profit / (Loss) from valuation /disposal of shares in subsidiaries and associates
	60,334,585	364,219
Total	63,878,606	(10,246,052)

As of June 30, 2025, the valuation of fund units resulted in a gain of RON 3.5m (vs. a loss of RON 9.9m as of June 30, 2024).

The result from the fair value measurement of shares in subsidiaries and associates as of June 30, 2025, is positive, amounting to RON 60.3m (a gain of RON 30.6 million from the valuation of subsidiaries and a gain of RON 29.7m from the valuation of associates).

10. Fees and commissions expenses

denominated in RON	June 30, 2025	June 30, 2024
Financial Supervisory Authority (ASF) commissions	2,161,997	1,982,601
Depository fees	573,404	536,365
Registry fees	117,275	108,122
Other fees and commissions	40,437	36,628
Total	2,893,113	2,663,716
11. Other operating expenses
denominated in RON	June 30, 2025	June 30, 2024
Expenses with other taxes and fees and assimilated payments	510,175	461,607
Expenses with salaries and other personnel expenses	16,452,909	14,921,783
Amortization expenses	282,167	437,969
Expenditure on third party services	3,386,309	3,128,781
Total	20,631,560	18,950,140

As of June 30, 2025, the number of employees was 69 (June 30, 2024: 72). The average number of employees for the financial period ended June 30, 2025, was 63 (June 30, 2024: 76).

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

12. Income tax

denominated in RON	June 30, 2025	June 30, 2024
Current income tax
Current income tax (16%)	4.625.485	1.816.068
Tax on dividend (0%, 8%,)	11.566.925	7.848.733
Deferred tax expense / (income)
Provisions for risks and charges and adjustments to receivables and inventories	491.581	409.208
Total income tax recognized in result of the period	16.683.990	10.074.009
13. Cash and cash equivalents
denominated in RON	June 30, 2025	December 31, 2024
Cash on hand and other valuables	9,314	4,737
Current accounts in banks	2,949,847	11,462,751
Deposits at banks with original maturity under 3 months	436,720,069	617,345,624

Current bank accounts and bank deposits are permanently available to the Group and are not restricted.

14. Bank deposits

denominated in RON	June 30, 2025	December 31, 2024
Bank deposits with an original maturity of more than 3 months	16,954,822	20,937,614
Interest receivable on deposits	56,849	142,378
Total	17,011,670	21,079,992

Total cash and cash equivalents 439,679,230 628,813,111

15. Financial assets measured at fair value through profit or loss account

denominated in RON	June 30, 2025	December 31, 2024
Shares measured at fair value	1,416,074,359	1,355,739,774
Fund units measured at fair value	256,462,265	317,152,515
Loan granted to a subsidiary (including attached interest)	76,786,554	80,733,990
Total	1,749,323,179	1,753,626,278

As of June 30, 2025, shares measured at fair value through profit or loss include (unconsolidated) subsidiaries amounting to RON 1,127,783,581 (December 31, 2024: RON 1,097,140,916) and associates amounting to RON 288,228,883 (December 31, 2024: RON 258,536,963).

The movement of the financial assets measured at fair value through profit or loss account in first half of 2025 is presented in the table below:

denominated in RON	Shares	Fund units	Loans granted	Total
January 1, 2025	1,355,739,774	317,152,514	80,733,990	1,753,626,278
Acquisitions	-	9,999,990	-	9,999,990
Sales	-	(74,102,593)	-	(74,102,593)
Change in interest to be collected	-	-	2,108,778	2,108,778
Change in fair value (including exchange rate differences)	60,334,585	3,412,353	(6,056,213)	57,690,725
June 30, 2025	1,416,074,359	256,462,265	76,786,555	1,749,323,179

In the first half of 2025, fund units of the Optim Invest and Certinvest funds were redeemed for RON 74m, and fund units from Star Value were acquired for RON 9.9mn.

The movement of the financial assets measured at fair value through profit or loss account in 2024 is presented in the table below:

denominated in RON	Shares	Fund units	Loans granted	Corporate bonds	Total
January 1, 2024	1,434,456,758	395,732,790	52,034,666	38,185,926	1,920,410,140
Acquisitions	86,211,062	-	24,874,500	-	111,085,562
Sales	(118,645,647)	(105,000,001)	-	(36,874,800)	(260,520,448)
Change in interest to be collected	-	-	3,833,853	(573,630))	3,260,223
Change in fair value (including exchange rate differences)	(46,282,399)	26,419,725	(9,029)	(737,496)	(20,609,199)
December 31, 2024	1,355,739,774	317,152,514	80,733,990	-	1,753,626,278

Acquisitions of shares made during 2024 include capital contributions to SIF SPV THREE and SIF SPV FOUR totalling RON 61.3m, as well as a capital contribution to Vrancart totalling RON 25m. The sales of shares primarily consist of the full disposal of the stake held in Azuga Turism S.A., amounting to RON 44.7m. Also in 2024, the Group redeemed fund units in a total amount of RON 105m.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

16. Financial assets measured at fair value through other comprehensive income

The movement of financial assets measured at fair value through other comprehensive income during 1H 2025 is presented in the following table:

Shares*
2,274,160,300
98,858,616
(736,653)
177,671,489
2,549,953,752

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

Share acquisitions in 1H 2025, totalling RON 98.8m, mainly include the purchase of shares in Banca Transilvania (RON 54m) and Infinity capital Investment (RON 37m).

The movement of financial assets measured at fair value through other items of comprehensive income in 2024 is presented in the following table:

in RON	Shares*
January 1, 2024	1,826,159,366
Acquisitions	83,373,322
Sales	(426,359)
Change of fair value (including exchange rate difference)	365,053,969
December 31, 2024	2,274,160,300

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

Share acquisitions in 2024, totalling RON 83.3m, mainly include the purchase of shares in Grand Hotel Bucharest and Infinity Capital Investment.

17. Other financial assets

denominated in RON	June 30, 2025	December 31, 2024
Trade receivables - net	17,382,216	21,500,612
Prepayments to suppliers	15,858	9,885
Other receivables - net	17,378,264	32,594,045
Total	34,776,337	54,104,542

18. Other financial liabilities

denominated in RON	June 30, 2025	December 31, 2024
Trade payables	2,368,948	1,960,917
Amounts owed to employees and related contributions	1,396,749	3,072,309
Taxes and duties	34,002	27,724
Other liabilities - short-term	82,760	363,867
Total	3,882,459	5,424,817

19. Deferred income tax liabilities

The deferred tax assets and liabilities as of June 30, 2025, are generated by the items detailed in the following table:

June 30, 2025
denominated in RON	Assets	Liabilities	Net
Financial assets at FVTOCI	-	1,645,627,096	(1,645,627,096)
Tangible assets and Investment property	-	13,800,880	(13,800,880)
Impairment of assets' value	7,640,905		7,640,905
Provisions for risks and charges	2,833,125		2,833,125
Total	10,474,030	1,659,427,976	(1,648,953,946)
Net temporary differences - 16% rate	-		(263,832,632)
Deferred income tax liabilities	-		(263,832,632)

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

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

December 31, 2024
denominated in RON	Assets	Liabilities	Net
Financial assets at FVTPL	-	-	-
Financial assets at FVTOCI	-	1,428,622,566	(1,428,622,566)
Tangible assets and Investment property	-	13,800,880	(13,800,880)
Impairment of assets	7,640,914		7,640,914
Provisions for risks and expenses	5,905,500		5,905,500
Total	13,546,413	1,442,423,445	(1,428,877,032)
Net temporary differences - 16% rate	-	-	(228,620,327)
Deferred income tax liabilities	-	-	(228,620,327)

20. Capital and reserves

(a) Share capital

As of June 30, 2025, the share capital of Lion Capital S.A. amounts to RON 50,751,006, divided into 507,510,056 shares with the nominal value of RON 0.1 and it is the result of direct subscriptions to the share capital of Lion Capital, by the conversion into shares of the amounts due as dividends under Law no. 55/1995 and pursuant to Law no. 133/1996. As of June 30, 2025, the number of shareholders was of 5,733,990 (December 31, 2024: 5,735,101).

The shares issued by Lion Capital are traded on the Bucharest Stock Exchange since November 1999. The records of shares and shareholders is kept by Depozitarul Central S.A. Bucharest.

All shares are ordinary shares, were subscribed and fully paid as of June 30, 2025, and December 31, 2024. All shares grant voting rights and a nominal value of RON 0.1/share. The number of shares authorized to be issued is equal to the shares issued.

denominated in RON	June 30, 2025	December 31, 2024
Share capital	50,751,006	50,751,006
Total	50,751,006	50,751,006

* The effect of hyperinflation on share capital is presented in section (g)

(b) Retained earnings

in RON	June 30, 2025	December 31, 2024
Retained earnings from transition to IAS and IFRS	422,323,709	422,323,709
Retained earnings from applying IFRS 9 (including gain on transactions) Result for the period (profit)	399,066,441 196,855,128	397,555,180 152,118,901
Other amounts recognized in retained earnings (legal reserves, revaluation of tangible assets, etc.)	35,905,158	47,843,971
Total	1,054,150,435	1,019,841,761

(c) Other reserves

in RON	June 30, 2025	December 31, 2024

Reserves allocated from net profit	2,024,300,415	1,863,082,223
Reserves set-up under Law no. 133/1996*	145,486,088	145,486,088
Reserves from lapsed dividends	88,420,910	88,420,910
Reserves from exchange rate differences and investment facilities	19,832,946	19,832,946
Total	2,278,040,359	2,116,822,167

The reserve related to the initial portfolio was set up under the application of Law no. 133/1996, as the difference between the value of the contributed portfolio and the value of the subscribed share capital. As such, these reserves are treated as a share premium and are not used in the sale of long-term equity investments.

(d) Legal reserves

Pursuant to the legal requirements, the Group set-up legal reserves in the amount of 5% of recorded profit according to applicable accounting standards up to 20% of the share capital as per the Articles of Association. The legal reserve as of June 30, 2025, amounts to RON 10,150,201 (December 31, 2024: RON 10,150,201).

Legal reserves cannot be distributed to shareholders.

(e) Differences from changes in fair value of financial assets measured through other comprehensive income

This reserve comprises cumulative net changes in the fair values of financial assets measured through other comprehensive income from the date of their classification in this category to the date they have been derecognized or impaired.

Reserves are recorded net of related deferred tax. The amount of deferred tax recognized directly through impairment of equity is presented in Note 19.

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

The following table shows the reconciliation of net differences in the change in fair value for financial assets measured through other comprehensive income:

In RON	June 30, 2025	December 31, 2024
Differences in changes in fair value for financial assets measured through other comprehensive income (shares)	1,467,249,317	1,324,061,145
Total	1,467,249,317	1,324,061,145

21. Contingent assets and liabilities

(a) legal proceedings

The Group is the subject of some litigations resulting in the normal course of business. The management believes that these actions will not have a significant effect on the economic results and the consolidated financial position.

(b) Transfer pricing

Romanian tax legislation has included rules on transfer pricing between affiliated entities since the year 2000. The current legal framework defines the "arm's length principle" for transactions between affiliated entities, as well as the methods for determining transfer prices. Consequently, it is expected that tax authorities may initiate thorough inspections of transfer pricing to ensure that the fiscal result and/or the customs value of imported goods are not distorted by the prices applied in transactions between affiliated entities. The Group cannot quantify the outcome of such an inspection.

22. Related parties

Related parties are entities or legal persons connected through a relationship of control or significant influence. According to accounting and tax regulations, a related party may be an entity that directly or indirectly holds a significant interest in another entity, or that is under the control of the same entities or group of entities. Additionally, related parties include entities influenced by the same economic or administrative interests. Transactions between related parties are governed by specific principles and methods, particularly concerning transfer pricing.

The group has identified the following related parties in the course of business:

Key management personnel

June 30, 2025

As of June 30, 2025, the Board of Directors of Lion Capital was comprised of 4 members: Bogdan-Alexandru Drăgoi - Chairman, Rachid El Lakis - Vice-Chairman, Sorin Marica, Marcel Pfister, Marcel Pfister.
As of June 30, 2025, the members of the executive team of Lion Capital: Bogdan-Alexandru Drăgoi CEO, , Florin-Daniel Gavrilă - Director, and Laurențiu Riviș – Director.

December 31, 2024

As of December 31, 2024, the Board of Directors of Lion Capital was comprised of 4 members: Bogdan-Alexandru Drăgoi - Chairman, Radu-Răzvan Străuț - Vice-Chairman (mandate ended on October 1, 2024), Sorin Marica, Marcel Pfister, and Ionel Marian Ciucioi.
As of December 31, 2024, the members of the executive team of Lion Capital: Bogdan-Alexandru Drăgoi CEO (General Director), Radu-Răzvan Străuț - Deputy CEO (mandate ended on October 1, 2024), Florin-Daniel Gavrilă - Director, and Laurențiu Riviș – Director.

During the period of the interim reporting, there were no transactions carried out and no advances and loans were granted to managers and administrators of the Company, except for work related travel advances.

The Group has not received and has not given guarantees in favour of any related party.

Subsidiaries

Subsidiaries are legal entities directly or indirectly controlled by a parent company, through the ownership of a significant interest (usually at least 50%) of the voting rights or by exercising control over the subsidiary's operations and financial policies.

During the first six months of 2025, the following transactions with related parties were carried out:

(a) Dividend income June 30, 2025 June 30, 2024 SIF Hoteluri 6,905,137 5,937,781 SIFI CJ Logistic SA - 22,884 Total 6,905,137 5,960,665

Selected explanatory notes to the condensed interim consolidated financial statements for the half-year period ended June 30, 2025

(b) Interest income
	June 30, 2025	June 30, 2024
VRANCART SA – bonds	-	629,561
SIF SPV TWO SA	957,440	1,174,810
SIF 1 IMGB S.A.	648,680	-
Total	1,606,121	1,804,371
(c) Balance of non-current receivables
	June 30, 2025	December 31, 2024
SIF SPV TWO SA – loan principal	68,859,537	50,045,250
SIF SPV TWO SA – interest receivable	7,927,018	5,595,632
SIF 1 IMGB S.A. – loan principal	17,771,950	24,870,500
SIF 1 IMGB S.A. – interest receivable	688,741	222,608
Total	95,247,245	80,733,990

During the first half of 2025, no sale or purchase transactions were carried out with non-consolidated subsidiaries, other than those presented in the tables above.

During the year 2024, the following transactions were carried out with non-consolidated subsidiaries:

Vrancart S.A. participation in the cash increase of share capital amounting to RON 24,861,062, representing the equivalent of 248,078,495 shares, and collection of the bond totalling RON 36,874,800;
SIF SPV THREE and FOUR participation/contribution to the cash increase of share capital totalling RON 61,288,650;
Azuga Turism and SIFI Uniteh full sale and liquidation of the holdings, with transaction values of RON 44.7m and RON 0.7m, respectively.

23. Events after the interim period

There have been no subsequent events with an impact on these interim condensed consolidated financial statements.

DECLARATION

in accordance with the provisions of Article 67, paragraph (2) of Law no. 24/2017 on issuers of financial instruments and market operations

We, the undersigned, Bogdan-Alexandru Drăgoi, as Chairman - Chief Executive Officer, and Bogdan-Victor Dușu, as Chief Financial Officer, responsible for preparing the condensed interim consolidated financial statements of the issuer Lion Capital S.A. for the first half of 2025, ended June 30, 2025, hereby declare the following:

The condensed interim consolidated financial statements have been prepared in accordance with the applicable Romanian accounting regulations, namely Accounting Law no. 82/1991 (republished), and ASF Regulation no. 39/2015 for the approval of Accounting Regulations compliant with International Financial Reporting Standards, applicable to entities authorized, regulated, and supervised by the Financial Supervisory Authority in the Financial Instruments and Investments Sector. The accounting policies used in the preparation of these condensed interim consolidated financial statements comply with the Accounting Regulations approved by ASF Norm no. 39/2015.
The Group operates under conditions of business continuity.

We also declare that, to the best of our knowledge, the condensed interim consolidated financial statements, prepared in accordance with the applicable accounting standards, present a true and fair view of the assets, liabilities, financial position, and profit or loss account of the Lion Capital S.A. Group, and that the Board of Directors' report provides an accurate and complete representation of the information related to the issuer Lion Capital S.A.

Chairman and CEO CFO Bogdan-Alexandru Drăgoi Bogdan-Victor Dușu

LION CAPITAL S.A. CUI • CIF RO2761040 RC J1992001898023 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

STATEMENT OF	Annex 10
Lion Capital S.A. assets and liabilities	as per Reg. 7/2020
AIFRI established by a constitutive act
30.06.2025*

	ITEM					VALUE [RON]
	1 Intangible assets					10,785
	2 Tangible assets 3 Investment property					4,886,132 11,913,467
	4 Biological assets					-
					5 Assets representing rights to use the underlying assets in a leasing contract	2,129,877
	6 Financial assets			6.1 Financial assets measured at amortized cost		4,695,988,780 -
					6.2 Financial assets measured at fair value through profit and loss	1,672,422,375
		6.2.1 Shares				1,416,015,042
		6.2.1.1	6.2.1.2.1	Admitted to trading on a trading venue in Romania		1,017,068,423 1,017,068,423
				6.2.1.2.1.1	Traded in the last 30 trading days	466,854,364
			6.2.1.2.2	6.2.1.2.1.2 in a Member State	Not traded in the last 30 trading days	550,214,059 -
			6.2.1.2.3	in a third country		-
		6.2.1.2		Not admitted to trading		398,946,618
			6.2.1.2.1 6.2.1.2.2	in Romania in a Member State		398,946,618 -
			6.2.1.2.3	in a third country		-
		6.2.2 Corporate bonds				-
		6.2.2.1	6.2.2.1.1	Admitted to trading on a trading venue in Romania		- -
				6.2.2.2.1.1	Traded in the last 30 trading days	-
				6.2.2.2.1.2	Not traded in the last 30 trading days	-
			6.2.2.1.2 6.2.2.1.3	in a Member State in a third country		- -
		6.2.2.2		Not admitted to trading		-
			6.2.3 Securities of AIF / UCITS			256,407,333
		6.2.3.1 6.2.3.2	Shares Fund units			- 256,407,333
			6.2.3.2.1		Admitted to trading on a trading venue	-
			6.2.3.2.2	Not admitted to trading		256,407,333
				6.2.3.2.2.1	in Romania	212,937,493
				6.2.3.2.2.2 6.2.3.2.2.3	in a Member State in a third country	- 43,469,840
					6.3 Financial assets measured at fair value through other comprehensive income	3,023,566,405
		6.3.1 Shares				2,301,489,078
		6.3.1.1	6.3.1.2.1	Addmitted to trading on a trading venue in Romania		2,129,042,869 2,129,042,869
				6.3.1.2.1.1	Traded in the last 30 trading days	2,129,042,869
				6.3.1.2.1.2	Not traded in the last 30 trading days	-
			6.3.1.2.2	in a Member State 6.3.1.2.2.1	Traded in the last 30 trading days	- -
				6.3.1.2.2.2	Not traded in the last 30 trading days	-
			6.3.1.2.3	in a third country
				6.1.1.2.3.1 6.1.1.2.3.2	Traded in the last 30 trading days Not traded in the last 30 trading days
		6.3.1.2		Not admitted to trading		172,446,209
			6.3.1.2.1	in Romania		172,446,209
			6.3.1.2.2 6.3.1.2.3	in a Member State in a third country
		6.3.2 Corporate bonds				110,343,222
		6.3.2.1		Admitted to trading on a trading venue		1,312,308
			6.3.2.1.1	in Romania 6.3.2.2.1.1	Traded in the last 30 trading days	- -
				6.3.2.2.1.2	Not traded in the last 30 trading days	-
				6.3.2.2.1.3	Newly issued bonds	1,312,308
			6.3.2.1.2 6.3.2.1.3	in a Member State in a third country		- -
		6.3.2.2		Not admitted to trading		109,030,913
			6.3.3 Securities of AIF / UCITS			405,838,581
		6.3.3.1	Shares 6.3.3.1		Admitted to trading on a trading venue	405,838,581 405,838,581
				6.3.3.1.1	in Romania	405,838,581
					6.3.3.1.1.1 Traded in the last 30 trading days	405,838,581
				6.3.3.2.2	6.3.3.1.1.2 Not traded in the last 30 trading days in a Member State	-
				6.3.3.2.3	in a third country
			6.3.3.2	Not admitted to trading		-
		6.3.3.2	Fund units 7 Cash available (cash and cash equivalent)			- 785,818
8 Bank deposits						425,754,196
9 Other assets:						71,849,053
			9.1 Dividends or other receivables			243,665
	9.2 Other assets 9.2.1		Loans granted to subsidiaries			71,605,387 54,734,881
	10 Accrued expenses					271,131
11 Total assets						5,213,589,238
	12 Total liabilities			12.1 Financial liabilities measured at amortized cost		279,435,694 13,927,217
			12.2 Deferred income tax liabilities			265,508,477
	12.3 Other liabilities					-
	14 Deferred income	13 Provisions for risks and expenses				- 1,083,325
	15 Equity, of which:					4,938,628,681
	15.1 Share capital					50,751,006
		15.2 Items treated as equity				632,757,735
		15.3 Other components of equity 15.4 Premium related to capital				1,572,275,766 -
		15.5 Revaluation reserves				2,523,295
	15.6 Reserves					4,248,380,163
	15.7 Treasury shares	15.8 Retained earnings				0 755,849,773
					15.9 Retained earnings first-time adoption of IAS 29 (debtor account)	-2,527,669,558
		15.10 Result for the period				203,760,501
	16 Net Asset Value	17 Number of outstanding shares				4,933,070,219 507,510,056
		18 Net Asset Value per Share
						9.7201
			19 Number of companies in the portfolio, of which:			34
				19.1 Companies admitted to trading on an EU trading venue	19.2 Companies admitted to trading on a stock exchange in a third country	22 -

The net asset value on 30/06/2025 was recalculated as follows: portfolio elements (shares) evaluated based on the evaluation reports updated on 30.06.2025; non-portfolio elements – based on the final accounting balance which was the basis for the preparation of the individual half-yearly statements.

This statement is provided as a free translation from Romanian, which is the official and binding version

Lion Capital S.A.

Depositary bank Banca Comercială Română

ANNEX - according to art.38 par. (4) of Law 243/2019

as of 30.06.2025 - restated
No.	Name of the issuer	Tax Indentification Code	Symbol	No. of shares held	No./date of valuation report	RON / share	Total value	Valuation method
	Companies not admitted to trading where LC's stake is> 33% of the share capital
1	NAPOMAR	199176		10,256,241	1980/25.05.2025	2.0212	20,729,914.31	income approach, discounted cash flow method
2	SAI MUNTENIA INVEST	9415761		119,976	1981/25.08.2025	839.0220	100,662,503.47	income approach, discounted cash flow method
3	SIF SPV TWO	40094500		119,988	1975/25.08.2025	142.1224	17,052,982.53	asset approach, corrected Net Asset method
4	Administrare Imobiliare SA	20919450		16,049,741	1976/25.08.2025	3.8795	62,264,970.21	asset approach, corrected Net Asset method
5	SIF1 IMGB	380430		199,993	1979/25.08.2025	1458.2121	291,632,212.52	asset approach, corrected Net Asset method
6	SIF SPV THREE	49696089		149,850	1974/25.08.2025	463.1573	69,404,121.41	asset approach, corrected Net Asset method
7	SIF SPV FOUR	50270264		149,850	1973/25.05.2025	0.8501	127,387.49	asset approach, corrected Net Asset method
Companies admitted to trading with irrelevant liquidity for the application of the mark to market valuation method (according to Art.114 par. (4) of Reg.9 / 2014)
8	SIF Imobiliare PLC	HE323682	SIFI	4,499,961	1977/25.08.2025	100.1551	450,694,043.95	asset approach, corrected Net Asset method
9	SIF Hoteluri	56150	CAOR	31,820,906	1978/25.08.2025	0.4554	14,491,240.59	income approach, discounted cash flow method
10	IAMU	1766830	IAMU	9,170,588	1982/25.08.2025	9.2719	85,028,774.88	income approach, discounted cash flow method

Assets in Lion Capital portfolio evaluated using valuation methods in accordance with International Valuation Standards

Leverage and exposure calculated in accordance with the provisions of Regulation (EU) no. 231/2013

Method for calculating AIFRI exposure	Exposure value	Leverage
	(RON)	(%)
Gross method	4,506,915,053	91.361%
Commitment method	4,933,070,219	100%

Certification of Depositary Bank, Lion Capital S.A. Banca Comercialã Românã

		Beginning of the reporting period [31.12.2024]				End of the reporting period [30.06.2025]
ITEM		% of net asset	% of total assets	Currency	RON	% of net asset	% of total assets	Currency	RON	Differences (RON)
I Total assets		105.40	100.03	1,632,115	4,833,727,103	105.69	100.00	1,697,156	5,211,892,082	378,230,019
Securities and money market instruments, of which: 1			62.22 59.04	1,256,103	2,852,962,667	66.73	63.14	1,312,308	3,290,597,876	437,691,415
	1.1 Securities and money market instruments admitted or traded in a trading venue in Romania, of	62.19	59.02	-	2,852,962,667	66.70	63.12	-	3,290,597,876	437,635,210
	which:
	1.1.1 shares	62.19	59.02		2,852,962,667	63.78	60.34		3,146,111,293	293,148,626
	1.1.2 other securities assimilated to these	-	-	-	-	-	-	-	-	0
	1.1.3 corporate bonds	-	-	-	-	-	-	-	-	0
	1.1.4 other debt securities	-	-	-	-	-	-	-	-	0
	1.1.5 other securities	-	-	-	-	-	-	-	-	0
	1.1.6 money market instruments	-	-	-	-	-	-	-	-	0
	1.1.7 government securities	-	-	-	-	2.93	2.77	-	144,486,584	144,486,584
	1.2 Securities and money market instruments admitted or traded in a trading venue in a member
	state	0.03	0.03	1,256,103.31	-	0.03	0.03	1,312,308	-	56,205
	1.2.1 shares	-	-	-	-	-	-	-	-	0
	1.2.2 other securities assimilated to these	-	-	-	-	-	-	-	-	0
	1.2.3 corporate bonds	0.03	0.03	1,256,103	-	0.03	0.03	1,312,308	-	56,205
	1.2.4 other debt securities	-	-	-	-	-	-	-	-	0
	1.2.5 other securities	-	-	-	-	-	-	-	-	0
	1.2.6 money market instruments	-	-	-	-	-	-	-	-	0
	1.3 Securities and money market instruments admitted on a stock exchange in a third country,
	that operates on a regular basis and is recognized and open to the public, approved by ASF, of	-	-	-	-	-	-	-	-	0
	which:
	2 Newly issued securities	-	-	-	-	-	-	-	-	0
3	Other securities and money market instruments, of which:	11.88	11.28	-	545,077,320	15.04	14.23	-	741,832,681	196,755,362
	3.1 shares not admitted to trading	11.88	11.28		545,077,320	11.58	10.96		571,392,827	26,315,507
	3.2 govt. securities not admitted to trading	-	-	-	-	1.24	1.18		61,408,941	61,408,941
	3.3 corporate bonds not admitted to trading	-	-	-	-				109,030,913	109,030,913
	4 Bank deposits, of which:	13.33	12.65	-	611,737,535	8.63	8.17	-	425,754,196	-185,983,339
	4.1 bank deposits with credit institutions in Romania;	13.33	12.65	-	611,737,535	8.63	8.17	-	425,754,196	-185,983,339
	4.2 bank deposits with credit institutions in a Member State;	-	-	-	-	-	-	-	-	0
	4.3 bank deposits with credit institutions in a third country.	-	-	-	-	-	-	-	-	0
5	Derivatives traded on a regulated market	-	-		-	-	-		-	0
	6 Current accounts and cash	0.03	0.02	376,012	802,459	0.02	0.02	384,848	400,970	-392,653
7	Money market instruments other than those traded on a regulated market, as referred to in Art. 82(g) of GEO no. 32/2012 - Repo contracts on securities	-	-	-	-	-	-	-	-	0
	8 Equity securities of AIF/UCITS (RO: FIA/OPCVM) of which:	15.51	14.72	-	711,386,665	13.42	12.70	-	662,245,914	-49,140,751
	8.1 AIF shares				394,420,751				405,838,581	11,417,830
	8.2 UCITS fund units				316,965,914				256,407,333	-60,558,581
	9 Dividends or other rights receivable	-	-	-	-	0.00	0.00	-	243,665	243,665
10	Other assets (amounts in transit, amounts with distributors, with brokers, etc.).	2.44	2.31	-	111,760,459	1.84	1.74	-	90,816,779	-20,943,680
	Loans granted to subsidiaries 10.1	1.30	1.23		59,676,154	1.11	1.05		54,734,881	-4,941,273
II Total liabilities		5.40	5.13	-	247,880,009	5.69	5.38	-	280,519,019	32,639,010
1	Expenses for the payment of fees due to AIFM	-	-	-	-	-	-	-	-	0
	2 Expenses for the payment of fees due to depositary bank	-	-	-	-	-	-	-	-	0
	3 Expenses for the payment of fees due to intermediaries	-	-	-	-	-	-	-	-	0
	4 Expenses on turnover fees and other banking services	-	-	-	-	-	-	-	-	0
	5 Interest expenses	-	-	-	-	-	-	-	-	0
	6 Issuance expenses	-	-	-	-	-	-	-	-	0
	7 Expenses with the payment of commissions/fees due to ASF	-	-	-	-	-	-	-	-	0
	8 Financial audit costs	-	-	-	-	-	-	-	-	0
	9 Other approved expenses / liabilities	5.40	5.13	-	247,880,009	5.69	5.38	-	280,519,019	32,639,010
	10 Redemptions payable	-	-	-	-	-	-	-	-	0
	11 Other liabilities	-	-	-	-	-	-	-	-	0
	III Net Asset Value (I-II)	100.00	94.90	1,632,115	4,585,847,094	100.00	94.62	1,697,156	4,931,373,063	345,591,009

Table 2

Statement of net asset value per share 30.06.2025 - restated

			RON
ITEM	Current period	Corresponding period of the previous year	Differences
Net Asset Value	4,933,070,219	4,563,184,493	369,885,726
Number of fund units / shares outstanding, of which held by	507,510,056	507,510,056	0
`- individuals	208,270,628	204,911,880	3,358,748
`- legal entities	299,239,428	302,598,176	-3,358,748
Net asset value per share	9.7201	8.9913	0.7288
Number of investors, of which:	5,733,990	5,736,374	-2,384
`- individuals	5,733,873	5,736,251	-2,378
`- legal entities	117	123	-6

DETAILED STATEMENT OF INVESTMENTS AS OF 30.06.2025 - restated

I. Securities admited or traded in a trading venue in Romania

1. Shares traded in the last 30 trading days (business days)
	No. Issuer	Symbol	Date of last trading session	No. of shares held Nominal value Value of share			Total value	Stake of issuer's share capital	Weight in AIFRI total assets
					RON	RON	RON	%	%
1	BANCA TRANSILVANIA	TLV	30.06.2025	45,806,605	10.00	30.9600	1,418,172,491	4.9959	27.20
2	BIOFARM	BIO	30.06.2025	362,096,587	0.10	0.7960	288,228,883	36.7471	5.53
3	OMV PETROM	SNP	30.06.2025	355,081,206	0.10	0.7530	267,376,148	0.5698	5.13
4	BRD - GROUPE SOCIETE GENERALE	BRD	30.06.2025	13,615,497	1.00	19.6000	266,863,741	1.9537	5.12
5	VRANCART	VNC	30.06.2025	1,534,275,712	0.10	0.1155	177,208,845	76.3277	3.40
6	GRAND HOTEL BUCHAREST	RCHI	26.06.2025	335,003,053	0.10	0.2340	78,390,714	40.1902	1.50
7	CONPET PH	COTE	30.06.2025	562,740	3.30	78.2000	44,006,268	6.5000	0.84
8	S.P.E.E.H. HIDROELECTRICA	H2O	30.06.2025	225,000	10.00	122.4000	27,540,000	0.0500	0.53
9	BURSA DE VALORI BUCURESTI	BVB	30.06.2025	451,700	10.00	37.9000	17,119,430	5.1016	0.33
	10 IMPACT DEVELOPER & CONTRACTOR	IMP	30.06.2025	21,700,000	0.25	0.1910	4,144,700	0.9176	0.08
	11 PRIMACONSTRUCT	PCTM	10.06.2025	90,685	2.50	27.0000	2,448,495	15.6969	0.05
	12 SIFI CJ LOGISTIC	CACU	27.06.2025	54,486	2.50	26.0000	1,416,636	5.5275	0.03
	13 SATURN	SATU	27.06.2025	346,926	2.50	3.4600	1,200,364	17.5385	0.02
	14 ARCELOR MITTAL HUNEDOARA	SIDG	11.06.2025	5,921,324	0.10	0.1600	947,412	2.9820	0.02
	15 SOMETRA	SOMR	27.06.2025	72,444	2.50	11.5000	833,106	2.0840	0.02
	TOTAL						2,595,897,233		49.79

	2. Shares not traded in the last 30 trading days (working) or measured by valuation methods
	No. Issuer	Symbol	Date of last trading session	No. of shares held Nominal value Value of share			Total value	Stake of in issuer's share capital	Weight in AIFRI total assets
					RON	RON	RON	%	%
1	SIF IMOBILIARE	SIFI	23.02.2024	4,499,961	4.47	100.1551	450,694,044	99.9997	8.64
2	IAMU	IAMU	30.06.2025	9,170,588	2.50	9.2719	85,028,775	96.5310	1.63
3	SIF HOTELURI	CAOR	30.06.2025	31,820,906	0.20	0.4554	14,491,241	98.9997	0.28
4	ICSH	ICSH	26.03.2012	84,500	2.50	-	0	1.2891	-
5	TALC DOLOMITA	TALD	09.10.2015	167,108	2.50	-	0	7.8944	-

TOTAL 550,214,059 10.55

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

4. Preference rights / allocation rights

Not the case

	5. Securities admitted to trading issued or guaranteed by authorities of local public administration / corporate bonds
No	Issuer	Bond symbol	Date of last trading session	No. of securities held	Date of acquisition	Date of coupon	Date of coupon maturity	Initial value	Daily increase	Cummulative interest	Discount / Premium	Market price	Total value	Weight in total issued securities	Weight in AIFRI total assets
								RON	RON	RON	RON	RON	RON	%	%

	6. Securities admitted to trading issued or guaranteed by central government authorities

		Date of coupon	Initial value	Daily increase	Cummulative interest	Cummulative Discount /	Total value	Intermediary Bank	Pweight in total issued securities	Weight in AIFRI total assets
										%
										1.19
										1.58
										2.77
12,000 16,000	06.02.2025 03.04.2025	No. of securities held Date of acquisition Date of coupon 28.07.2024 28.07.2024	maturity 27.07.2025 27.07.2025	RON	RON 59,267,077 79,439,915	RON 6,000 2,028,000.00 8,000 2,704,000.00	Premium RON 429,720.07	RON 617,871.42 144,486,583.56	61,912,948.08 M.F.P 82,573,635.48 M.F.P	%

7. Other securities admited to trading on a regulated market Not the case

8. Amounts being settled for securities admitted or traded in a trading venue in Romania
Issuer	Type of security Symbol	Valuer per unit	No. of. traded securities	Total value	Stake of issuer's share capital/total bonds of a issuer	Weight in AIFRI total assets
		RON		RON	%	%
TOTAL

II. Securities admitted or traded in a trading venue in a Member State

1. Shares traded in the last 30 trading days (business days)

Nominal value*	Value of share	NBR currency rate EUR/RON	Total value	Stake in issuer's share capital	Weight in AIFRI total assets
foreign currency	foreign currency	RON	RON	%	%

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

Issuer	ISIN code	Date of last trading session	No. of bonds held	No. Of bonds held	Date of purchase	Date of coupon	Initial value	Daily growth	Accumulated interest
							EUR	EUR	EUR
SNGN ROMGAZ	XS2914558593	-	250	30.09.2024	07.10.2024	06.10.2025	249,717.50	32.53	8,686.64
TOTAL

3. Bonds admitted to trading issued or guaranteed by central government authorities

Not the case

4. Other securities admitted to trading on a regulated market of a Member State Not the case

5. Amounts under settlement for securities admitted or traded in a trading venue in a Member State Not the case

III. Securities admitted or traded on a stock exchange in a third country

1. Shares traded during last 30 trading days (business days)

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

3. Othes securities admitted to trading on a regulated market in a third country

4. Amounts under settlement for securities admitted or traded on a stock exchange in a third country

IV. Money market instruments admitted or traded in a trading venue in Romania

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

Not the case Amounts under settlement for money market instruments admitted or traded in a trading venue in another Member State VI. Money market instruments admitted or traded on a stock exchange in a third country Not the case Amounts under settlement for money market instruments admitted or traded on a stock exchange in a third country

VII. Newly issued securities

1. Newly issued shares

2. Newly issued bonds

Issuer	No. of bonds held	Date of acquisition

3. Preference rights (after registration to central dpository, before admitted to trading)

VIII. Other securities and money market instruments

VIII.1 Other securities

1. Shares not admitted to trading

Nr. crt.	Issuer	No. of shares held	Nominal value	Value of share	Total value	Stake in issuer's share capital	Weight in AIFRI total assets
			RON	RON	RON	%	%
1	SIF 1 IMGB	199,993	2.50	1458.21	291,632,213	100.00	5.59
2	SAI MUNTENIA INVEST	119,976	10.00	839.02	100,662,503	99.98	1.93
3	SIF SPV THREE	149,850	408.00	463.16	69,404,121	99.90	1.33
4	ADMINISTRARE IMOBILIARE	16,049,741	2.50	3.88	62,264,970	97.40	1.19
5	NAPOMAR	10,256,241	1.60	2.02	20,729,914	99.43	0.40
6	SIF SPV TWO	119,988	1.00	142.12	17,052,983	99.99	0.33
7	EXIM BANCA ROMANEASCA	414,740	6.00	13.77	5,708,979	0.32	0.11
8	DEPOZITARUL CENTRAL	9,878,329	0.10	0.19	1,851,199	3.91	0.04
9	CCP.RO BUCHAREST	189,672	10.00	7.72	1,464,287	1.61	0.03
10	SPUMOTIM	12,398	2.50	26.86	333,014	3.99	0.01
11	APRO HOREA	8,220	2.50	19.62	161,257	13.54	0.00
12	SIF SPV FOUR	149,850	1.00	0.85	127,387	99.90	0.00
	TOTAL				571,392,827		10.96

2. Shares traded under systems other than regulated markets

Not the case

3. Shares not admitted to trading valued at zero value (no updated financial statements submitted to the Trade Register)

Issuer	No. of shares held	Nominal value	Valuer per unit	Total value	Stake of issuer's share capital/total bonds of a issuer	Weight in AIFRI total assets

TOTAL

4. Securities not admitted to trading

a) Govt. Securities

Issuer	No. of securities held	Date of acquisition	Date of coupon	Date of coupon maturity	Initial value	Daily growth
					RON	RON
RO7EKTXSRHD6	12,000	06.02.2025	28.01.2025	27.01.2026	59,686,335	10,356
TOTAL

b) Corporate bonds

Issuer	No. of securities held	Date of acquisition	Date of coupon	Date of coupon maturity	Initial value	Daily growth
					EUR	EUR
SIFI TM Agro	210	07.05.2025	08.05.2025	07.11.2025	21,000,000	8,750.00
TOTAL

5. Amounts being settled for shares traded on a other systems than regulated market Not the case

VIII.2. Other money market instruments mentioned 1. Commercial papers

IX.Current accounts and cash

1. Current accounts and cash, in RON

No.	Bank name
1	Banca TRANSILVANIA	381,837	0.01
2	Banca Comerciala Romana	9,646	0.00
3	Exim Banca Romaneasca	5,218	0.00
4	BRD-G.S.G	1,521	0.00
5	CEC Bank	595	0.00
6	Unicredit Bank	538	0.00
7	Lion Capital - petty cash	1,614	0.00
	TOTAL	400,970	0.01

2. Current accounts and cash, demominated in EURO

No.	Bank name	Present value	NBR exchange rate	Present value in RON	Weight in total assets of AIFRI
		foreign currency			%
1	Banca Comerciala Romana	70,006.10	5.0777	355,470	0.01
2	Banca Transilvania	2,316.45	5.0777	11,762	0.00
3	Exim Banca Romaneasca- cont curent	1,277.21	5.0777	6,485	0.00
4	CECBank - cont curent	1,058.57	5.0777	5,375	0.00
5	BRD G.S.G.	5.86	5.0777	30	0.00
	TOTAL			379,122	0.01

3. Current accounts and cash, denominated in USD

No.	Bank name	Present value	NBR exchange rate	Present value in RON	Weight in total assets of AIFRI
		foreign currency			%
1	Banca TRANSILVANIA	807.18	4.3329	3,497	0.00
2	Banca Comercială Română	165.88	4.3329	719	0.00
	TOTAL			4,216	0.00

4. Current accounts and cash, denominated in GBP

No.	Bank name	Present value	NBR exchange rate	Present value in RON	Weight in total assets of AIFRI

1	Banca TRANSILVANIA	254.41	5.9329	1,509	0.00
	TOTAL			1,509	0.00

X. Bank deposits by separate categories: set up at credit institutions in Romania / in another Member State / in a third country

	1. Bank deposits denominated in RON
Nr. crt.	Denumire bancă	Set up date	Maturity date	Initial value	Daily increase	Accrued interest	Total value	Weight in total assets of AIFRI
				RON	RON	RON	RON	%
	Banca Transilvania
1		24/06/2025	01/07/2025	34,700,000	5,783.33	40,483.33	34,740,483	0.67
2		24/06/2025	01/07/2025	50,000,000	8,333.33	58,333.33	50,058,333	0.96
3		26/06/2025	03/07/2025	35,800,000	6,165.56	30,827.78	35,830,828	0.69
4		26/06/2025	03/07/2025	30,000,000	5,166.67	25,833.33	30,025,833	0.58
	Banca Comercială Română
5		24/06/2025	01/07/2025	21,150,000	3,525.00	24,675.00	21,174,675	0.41
6		30/06/2025	01/07/2025	71,460,000	11,651.95	11,651.95	71,471,652	1.37
7		26/06/2025	03/07/2025	58,850,000	9,857.38	49,286.88	58,899,287	1.13
8		26/06/2025	03/07/2025	50,000,000	8,375.00	41,875.00	50,041,875	0.96
	EXIM Banca Românească
9		30/06/2025	01/07/2025	73,500,000	11,229.17	11,229.17	73,511,229	1.41
	TOTAL						425,754,196	8.17

	2. Bank deposits denominated in foreign currency
No.	Bank name	Set up date	Maturity date	Initial value	Daily increase	Accrued interest	NBR exchange rate EUR/RON	Total value	Weight in total assets of AIFRI
				currency	currency	currency	RON	RON	%
	TOTAL

XI. Derivatives traded on a regulated market

1. Futures contracts
2. Options

3. Amounts under settlement for derivatives traded on a regulated market

XII. Derivatives traded outside regulated markets

XIII. Money market instruments, other than those traded on a regulated market, as per art. 35 par (1) letter g) of Law 243/2019

XIV. Equity securities of UCITS/AIF

1. Equity securities denominated in RON

No.	Fund name	Date of last trading session	No. of securities held (shares/fund units)	Value of equity security(NAV/unit)	Market price	Total value	Weight in UCITS/AIF's total equity securities	Weight in total assets of AIFRI
				RON	RON	RON	%	%
	Shares
1	Longshield Investment Group	30.06.2025	140,663,575		1.6450	231,391,581	18.4815	4.44
2	Infinity Capital Investments	30.06.2025	69,225,000		2.5200	174,447,000	16.0988	3.35
	Fund units
1	Fondul Inchis de Investitii ACTIVE PLUS		5,407.7227	15,170.24		82,036,451	55.9324	1.57
2	FIA CERTINVEST ACTIUNI (SHARES)		200.0000	436,551.83		87,310,366	54.1203	1.67
3	FIAIP OPTIM INVEST		1,374.5400	14,429.83		19,834,379	99.9215	0.38
4	ROMANIA STRATEGY FUND Klasse B		58,000.0000	749.48		43,469,840	50.8772	0.83
5	FIA STAR VALUE		16,189.1600	1,467.4200		23,756,297	34.6702	0.46
	TOTAL					662,245,914		12.70

2. Equity securities denominated in foreign currency

Not the case

3. Amounts under settlement for equity securities denominated in RON

Market price	Total value	Weight in UCITS/AIF's total equity securities	Weight in total assets of AIFRI
RON	RON	%	%

4. Amounts under settlement for equity securities denominated in foreign currency

XV. Dividend or other receivable rights

1. Dividends receivable

No.	Issuer	Ex-dividend date	No. of shares held	Gross dividend	Amount receivable	Weight in total assets of AIFRI
				RON	RON	%
1	Depozitarul Central	27.05.2025	9,878,329	270,739	243,665	0.00
	TOTAL				243,665	0.00

2. Shares distributed without consideration in cash

Not the case

3. Shares distributed with consideration in cash

Issuer	Share symbol	Ex-dividend date	No. of shares held	Share value	Total value*	Weight in total assets of AIFRI


TOTAL

4. Amounts payable for shares distributed with consideration in cash

Not the case

5. Preference rights (prior to admission to trading and after the trading period)

Issuer of shares	Share symbol	Ex-dividend date	No. of preemtive rights	Theoretical value of preference rights	Total value	Weight in total assets of AIFRI

TOTAL				0	0

Evolution of the net asset value and net asset value per share in the last three reporting periods

	30.06.2025	31.12.2024	30.06.2024
Net asset value	4,933,070,219	4,587,479,210	4,563,184,493
Net asset value per share	9.7201	9.0838	8.9913

Explanatory note:

The valuation methods used for the financial instruments for which valuation methods have been chosen in accordance with the valuation standards in force, according to the law are the following: For the companies: IAMU, NAPOMAR, SAI MUNTENIA INVEST, CENTRAL, SIF HOTELURI, the income approach, discounted cash flow method was used; For the companies: SIF 1 IMGB, ADMINISTRARE IMOBILIARE, SIF IMOBILIARE, SIF SPV TWO, SIF SPV THREE, SIF SPV FOUR the asset approach, the corrected Net Asset method was used

Leverage and exposure value as per Regulation (EU) no. 231/2013

Method for calculating	Exposure value	Leverage
AIFRI exposure	(RON)	(%)
Gross method	4,506,915,053	91.36%
Commitment method	4,933,070,219	100%

Lion Capital S.A. Banca Comercialã Românã

Certification of Depositary Bank,

ARTICLES OF ASSOCIATION OF THE COMPANY LION CAPITAL S.A.

FREE TRANSLATION

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

Article 1 Name of the company, legal form, and duration of the company.

(1) The name of the company is "LION CAPITAL S.A."

(2) The legal form of the company is joint stock company, established according to the applicable

regulations as an Alternative Investment Fund of investment companies' type – AIFIC (Romanian acronym FIAS), the category of alternative investment fund addressed to retail investors – AIFRI (Romanian acronym FIAIR), with a diversified investment policy, closed-ended, self-managed.

(3) The Company is self-managed and is authorized by the Financial Supervisory Authority as alternative investment fund manager.

(4) The company operates under the provisions of ordinary and special laws, concerning: the alternative investment funds, established as investment companies with legal personality, whose shares are listed on a regulated market, the alternative investment fund managers, the companies admitted to trading on a regulated market, the joint-stock companies, the provisions of these Articles of Association, as well as the rules and operating procedures of the company.

(5) The registered office of the company is: Arad, 35A Calea Victoriei, Arad County. The company may establish branches, subsidiaries, agencies, representative offices, and places of business, both in the country and abroad, in compliance with the applicable legal requirements.

(6) The duration of company's operation is of 99 years. The shareholders have the right to extend the duration of the company before its expiration, by a resolution of the Extraordinary General Meeting of Shareholders.

Article 2 Object of the company.

(1) The main object of activity: Financial intermediation except for activities of insurance and of pension funds, NACE (Nomenclature of Economic Activities) (Romanian acronym CAEN) code 64, and the main object of company's activity is Other financial intermediation n.c.a., NACE code 6499.

The object of company's activity consists in:

a) portfolio management;

b) risk management;

c) other activities carried out within the collective management of an investment fund, allowed by the legislation in force, such as:

(i) entity administration: legal and accounting services for the company, investor information requests, asset valuation, tax reclaim, regulatory compliance monitoring, keeping the register of participation securities holders, income distribution, issuance and redemption of participation securities, settlement of transactions, including certificate issuance, and record-keeping;

(ii) distribution;

(iii) activities related to AIF assets: services necessary for fulfilling the duties of AIFM management, infrastructure management, real estate asset management, advisory services related to capital

structure, industrial strategy and related matters, consultancy and services for mergers and acquisitions of entities, as well as other services related to the management of AIFs and of companies and other assets in which the AIF has invested.

(2) The Bucharest-Rahmaninov Branch of Lion Capital S.A., without separate legal personality, located in the Municipality of Bucharest, Sector 2, 46-48 Serghei Vasilievici Rahmaninov Str., carries out the same business activity as the Company.

LION CAPITAL S.A. CUI • CIF RO2761040 RC J02/1898/1992 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected]

INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

Article 3 Share capital and shares.

(1) The share capital of the company amounts to RON 50,751,005.60 and is divided into 507,510,056 shares of RON 0.10 each, appropriated per shareholders as shown in the records entered in the shareholders' registry.

(2) The shares issued by the company are registered, of equal value, issued in dematerialized form and grant equal rights to their holders. The nominal value of a share is RON 0.10. The shares are indivisible, and the company admits a sole representative to exercise the rights attached to a share.

Article 4 The Shareholders.

(1) Shareholders of the Company are the persons who have acquired shares of the company, in compliance with the applicable legal provisions, the proof of this quality being attested by the account statement issued by the authorized entity according to the law.

(2) May become shareholders of the Company the persons that purchase shares on the regulated market or acquire shares of the Company in another manner permitted by law or Company's Articles of Association.

Article 5 Rules on the issue, holding, sale and buyback of shares.

(1) New shares may be issued pursuant to the legal regulations for the increase of share capital;

(2) Shares may be ordinary or preference shares, per law;

(3) The record of company's shares and shareholders is kept by the authorized central depository, pursuant to the provision of the law;

(4) The shares held by the shareholders will be nominative (registered), dematerialized and registered by entry in the account;

(5) The shares are freely negotiable;

(6) Trading of shares shall be performed only on the regulated market on which they are listed.

(7) The company may repurchase its own shares, under the conditions and in compliance with the applicable legal provisions. The shares of the Company may not be repurchased at the request of the investors, directly or indirectly, from Company's assets, before the beginning of the liquidation stage of the Company.

Article 6 The General Meeting of Shareholders.

(1) The General Meeting of Shareholders is the supreme deliberation and decision-making body of the company and operates in accordance with the legal provisions in force and of the articles of association.

(2) The general meetings are ordinary and extraordinary.

(3) The Ordinary General Meeting shall be convened at least once a year no later than four months after the end of the financial year.

(4) The extraordinary general meeting shall be convened whenever needed.

(5) Besides debating other issues on the agenda, the Ordinary General Meeting shall:

a) discuss, approve, or amend the annual financial statements, based on the reports of the Board of Directors (administrators) and the financial auditor, and set the dividend.

b) elect and revoke the administrators (members of the Board of Directors);

c) appoint or dismiss the financial auditor and set the minimum duration of the contract for the financial audit;

d) to determine the remuneration for the current year for the members of the Board of Directors (administrators), as well as the general limits of all the additional remunerations of the administrators and of the remunerations of the executive directors to whom the management of the company has been delegated, according to Law no. 31/1990;

e) to decide upon the activity of the administrators;

f) to determine the income and expenditure budget and, where appropriate, the operational plan for the succeeding financial year;

g) to decide on the pledge, lease or closing of one or several units of the company.

(6) The General Meeting of Shareholders shall empower the Board of Directors to buyback the shares of Lion Capital S.A. at the prices set by the Board of Directors, in accordance with the applicable legal regulations and within the limits approved by the general meeting of shareholders.

CUI • CIF RO2761040 RC J1992001898023 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

LION CAPITAL S.A.

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

(7) The Extraordinary General Meeting convenes for:

a) the increase of the share capital, which will be carried out in compliance with the legal provisions in force;

b) changing the company's object of activity;

c) changing the legal form of the company and / or changing the form of administration, in accordance with the law;

d) moving the company's headquarters;

e) merger with other companies;

f) reduction of the share capital or its replenishment by issuing new shares;

g) early dissolution of the company;

h) conversion of shares from one category to another;

i) consolidation or division (splitting) of the nominal value of the shares;

j) prolongation of the company's duration;

k) any other amendment of the Articles of Association or any other decision for which the approval of the extraordinary meeting is required.

(8) The Extraordinary General Meeting has delegated to the Board of Directors the exercise of its powers to: (a) increase the share capital;

(b) change the object of the company, except for the field and the main business of the company, which remain within the exclusive competence of the extraordinary general meeting;

(c) the establishment, or the dissolution of branches, agencies, representative offices, places of business or other units without legal personality, under the conditions provided by law.

(9) Convening the general meeting of shareholders shall be done considering the legal provisions in force and the provisions of these Articles of Association;

(10) The convening notice for the general meeting is published in the Official Gazette of Romania, Part IV, and in one of the widespread newspapers in the locality where the company's headquarters are located or in the nearest locality, at least 30 days before the date for its holding.

(11) The Ordinary and the Extraordinary General Meeting shall be convened by the Board of Directors, pursuant to the applicable law.

(12) The shareholders registered as at the reference date have the right to participate in the general meeting of shareholders.

(13) Shareholders who are to benefit from dividends or other rights and who are affected by the decisions of the general meeting of shareholders will be identified based on the list provided by the register company as at the date set by the general meeting of shareholders.

(14) Shareholders may attend the general meeting of shareholders directly or may be represented by other persons, shareholders or not, on the basis of a special or general empowerment, according to the law. Shareholders may grant a general empowerment to attend and vote at the general meeting of shareholders, granted by a shareholder, as a client, to an intermediary defined under applicable law, or to an attorney. Shareholders may also vote by correspondence in accordance with applicable legal regulations. The transmission of empowerments (proxies) or votes by correspondence must be carried out so that they are registered with the company at least 48 hours before the meeting, in compliance with the regulations, legal provisions and procedures for the organization and conduct of general meetings, approved, and published according to the law, and the provisions of these Articles of Association, subject to losing the right to vote. (15) Each share entitles to one vote. The general meeting of shareholders will determine for each resolution adopted at least the number of shares for which valid votes were cast, the proportion of the share capital represented by those votes, the total number of valid votes cast, as well as the number of votes cast "for" and "against" each decision and, if applicable, the number of abstentions. Completing the ballot with the "abstain" option regarding any or even all of the items on the agenda of a general meeting of shareholders represents a vote also expressed on the respective items on the agenda, the related convening notice will include express mentions with regard to this matter.

(16) To validate the discussions of the ordinary general meeting it is required the presence of shareholders representing at least one quarter of total voting rights. The decisions of the ordinary general meeting shall be taken by the majority of the votes cast.

LION CAPITAL S.A. CUI • CIF RO2761040 RC J1992001898023 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

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

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

(17) If the requirements of validity are not met, a second call of the meeting shall take place, this meeting having the authority to discuss the issues on the agenda regardless of the share capital represented by the shareholders present, and decisions are to be taken by the majority.

(18) To validate the decisions of the extraordinary general meeting it is required for the first call the presence of shareholders holding at least a quarter of the total number of voting rights, and for the subsequent calls, the presence of shareholders representing at least one fifth of the total of voting rights. The decisions are taken by a majority of votes held by shareholders that are present or represented. The decision to change the main activity of the company, to reduce or increase the share capital, to change the legal form, to merge, split or dissolve the company shall be taken by a majority of at least two thirds of the voting rights held by the shareholders that are present or represented.

(19) The resolutions of the ordinary or extraordinary general meeting may also be adopted based on the votes cast by correspondence and / or by another procedure for consulting the shareholders permitted by law. The procedure for consulting the shareholders will be in accordance with applicable law, the Board of Directors having the responsibility for organizing and the conduct of the voting methods in the general meetings of shareholders, within the limits provided by law.

(20) Resolutions of the general meeting are taken by open vote. The secret ballot is mandatory for the election or revocation of the Board of Directors, for the appointment of revocation of the financial auditor and for taking the decisions regarding the liability of the members of the management (Board), executive management and control bodies of the Company.

(21) The members of the Board of Directors may not vote on the basis of the shares they own, either personally or through representatives, for their own discharge of liabilities or on matters concerning their persons or their activity.

(22) The shareholder having an interest contrary to that of the company in a particular operation, will have to refrain from deliberations on that operation.

(23) A shareholder failing to meet this provision shall be liable for damages to the company, if without their vote the required majority would not have been met.

(24) The decisions taken by the general meeting compliant to the law and the company's Articles of Association are also mandatory for the shareholders who did not attend the meeting or voted against.

(25) The general meeting of shareholders shall be presided by the Chairman of the Board of Directors, and in his absence, by the Vice-Chairman.

(26) Upon the request of Lion Capital SA, the central depository that keeps records of company's shareholders shall provide the necessary data and information for the organization and the conduct of the general meeting of shareholders, pursuant to the legal and conventional provisions in force.

(27) The general meeting of shareholders elects from amongst the shareholders one to three secretaries to verify the attendance list and the representation of shareholders, their voting right, the fulfilment of formalities required by law and by the Articles of Association for holding the general meeting, and to draft the minutes of the meeting, which will be recorded in register and will be signed by the chairman of the general meeting and by the secretaries. The Chairman could appoint, of Company's employees, one or several technical secretaries to take part in the implementation of the operations provided for above.

Article 7 The Board of Directors.

(1) The Company shall be managed by a Board of Directors consisting of five members, elected by the General Meeting of Shareholders for a term of four years, with the possibility of re-election. In the event of a vacancy of one or more directors (administrators), the remaining directors (administrators) shall appoint provisional directors until the next Ordinary General Meeting of Shareholders

(2) The members of the Board of Directors (administrators) must have a good reputation and enough experience to ensure the sound and prudent management of the company. The administrators have to meet the general requirements provided by Company Law no. 31/1990 supplemented with the special ones provided by the applicable capital market legislation and ASF regulations.

(3) The administrators will be remunerated for their activity, as approved by the general meeting of shareholders.

(4) The administrators must conclude a professional liability insurance, under the terms provided by law;

LION CAPITAL S.A. CUI • CIF RO2761040 RC J1992001898023 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

(5) The Board of Directors elects a chairman and a vice-chairman from among its members. The Chairman of the Board of Directors will also perform the function of CEO (chief executive officer) of the company. The Vice-Chairman of the Board of Directors may also perform the function of Deputy CEO (Deputy General Director).

(6) The Board of Directors meets at the company's headquarters or other venue indicated in the Convening Notice, once a month or whenever necessary, as convened by the Chairman, or in his absence thereof, by the Vice-Chairman.

(7) The Board of Directors may also be convened at the reasoned request of at least 2 of its members or of the CEO (general director). In this case, the agenda is decided by the authors of the request. The Chairman is bound to agree on such request.

(8) The convening notice for the meeting of the Board of Directors will be sent to the members of the Board sufficiently before the date of the meeting, the term, and the modalities of holding the meeting being established by the working procedures approved by the Board of Directors, in compliance with the legislation in force. The convocation will include the date, the place where the meeting will be held, and the agenda. Decisions that are not provided for on the agenda may be taken only in cases of urgency. The Chairman shall chair the meetings. In the absence of the Chairman, the proceedings shall be chaired by the Vice-Chairman. For the validity of the decisions of the Board of Directors, the presence of at least half of the number of members is required, provided by the Articles of Association.

(9) The members of the Board may also attend the meetings by means of remote communication (e.g. conference-calls, video-conferences, Internet-conference, a.s.o.) about which an indication shall be made in the minutes of the meeting. In exceptional cases, justified by the urgency of the situation and the interest of the Company, the decisions of the Board of Directors, except for those concerning the annual financial statements or the authorized capital, may be taken by the unanimous vote expressed in writing (e-mail and fax included) of the members of the Board, without a meeting of the Board of Directors being necessary.

(10) Decisions of the Board of Directors shall be taken by a majority vote of the members present.

(11) The Board of Directors has the power to decide during the interval between general meetings regarding the management of the company, except for the decisions that the law or the Articles of Association indicate exclusively for the general meeting.

(12) The Board of Directors decides upon:

a) the strategy and the investment and development policy of the company;

b) submits for the approval of the general shareholders meeting, within legal term, the report on the company's activity, its financial position and results, and the draft of company's budget;

c) preparing the annual report, general shareholders' meeting organization and implementing its resolutions;

d) submits for approval to the general meeting of shareholders the adjustment of the income and expenditure budget, depending on the fluctuations in the economy;

e) the rules of organization and functioning of the company, policies and strategies for fund management; f) setting the accounting policies and financial control system, as well as approving the financial planning; g) setting the policies and procedures on significant risk management; approving risk limits and risk tolerance;

h) measures of acquisition, disposal, exchange or warrant of assets classified as non-current assets of the company, whose value exceeds individually or cumulatively, during a financial year, 20% of the total noncurrent assets, less the receivables, will be concluded by the administrators or executive directors of the company only after their prior approval of the extraordinary general meeting of shareholders in accordance with the law;

i) the appointment and removal of executive directors as well as the establishment of their competencies; j) the contracts with the depositary bank, the financial auditor and with the central depository, according to the regulations in force;

k) solving any other matters decided by the general meeting of shareholders;

(13) The duties and powers of the Chairman of the Board shall be established by internal regulations.

(14) The Board of Directors delegates the management of the Company to the directors, at the same time determining their remuneration, within the general limits approved by the General Meeting of Shareholders. The directors of the company shall meet the minimum requirements regarding integrity, qualification and

LION CAPITAL S.A. CUI • CIF RO2761040 RC J1992001898023 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

professional experience provided by the applicable regulations and legal provisions in force. The duties and powers of decision and signature, as well as the way of organizing the activities of the directors, are provided in the internal regulations of the Company, approved by the Board of Directors.

(15) The Chairman-CEO or, in his/her absence, the vice-chairman, if he/she holds the position of deputy general director or, in the absence of the latter, the other directors to whom management has been delegated, represent(s) the company in relations with third parties, within the limits of the duties and powers provided by the internal regulations of the Company and the powers of decision and signature, approved by the Board of Directors.

(16) The members of the Board of Directors are entitled to recover the costs incurred in exercising their mandate.

(17) The General Meeting of Shareholders shall annually determine the amount of remuneration to be paid to the administrators.

(18) The revocation of the Board of Directors will be possible only on duly justified reasons, by the ordinary general meeting of shareholders.

(19) The Board of Directors has the responsibility to ensure the establishment and implementation of corporate governance principles regarding, but not limited to:

a) the strategic management of the company and fulfilling the set objectives;

b) formulation of company's business plan and evaluation of the financial position thereof;

c) ensuring that an appropriate framework to verify the information submitted to the regulatory and supervisory entity, upon their request, concerning specific actions undertaken by the company and the verification of the manner the specific law is applied concerning the submitting the reports to regulatory and supervisory entity;

d) the adequacy, efficiency and update of risk management system;

e) the adequacy, efficiency, and update of the internal control-compliance system, so as to ensure its independence from the operational and support organizational structures within the company, which it controls and monitors;

f) compliance with the requirements concerning outsourcing / delegating operational activities or functions;

g) establishing and reviewing the remuneration policy so as to ensure that all commitments relating to remuneration are correctly and responsibly structured and that the remuneration policy allows and promotes an effective risk management without leading to risk-taking exceeding the company's risk tolerance;

h) establishing the communication strategy with stakeholders, complying with the legal requirements;

i) establishing relevant criteria for monitoring the results of the executive management and the company as a whole, and to annually evaluate the application of the criteria;

j) approval of company's risk appetite and risk tolerance limits, and the procedure for identifying, assessing, monitoring, managing and reporting the significant risks the company is or might be exposed to; k) ensuring the preparation and implementing of clear action plans ensuring business continuity and for emergency situations and their bi-annual evaluation in order to eliminate risks or mitigate them;

l) ensuring the development of ethical and professional standards to ensure a professional and responsible behaviour in the company in order to prevent the occurrence of conflicts of interest.

Article 8 Financial statements, financial audit and internal audit.

(1) The financial year of the company shall begin on the date of January 1, and end on December 31 of each year.

(2) The annual financial statements, the annual report of the Board of Directors, and the proposal on the distribution of profit shall be made available to shareholders at least 30 days before the date of the general meeting of shareholders.

(3) The net profit will be distributed according to the approval of the ordinary general meeting of shareholders and the legal provisions in force;

(4) The company constitutes legal reserves and other reserves, in accordance with the law.

(5) Dividends shall be distributed to shareholders in proportion to the number of shares held.

(6) The payment of dividends due to shareholders is made by the company, in accordance with the law.

LION CAPITAL S.A. CUI • CIF RO2761040 RC J1992001898023 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

(7) If a loss of net assets is found, the general meeting of shareholders will analyse the causes and decide accordingly, as per law.

(8) The financial statements of the company are audited by a financial auditor in accordance with the applicable legal provisions.

(9) The financial auditor shall be appointed by the general meeting of shareholders, which will set the term of office. The activity of the financial auditor will be carried out in accordance with the legal provisions in force, based on a service contract that will be approved by the Board of Directors;

(10) The company will organize its internal audit in accordance with the legal provisions in force.

Article 9 Company's personnel.

(1) The company's organizational structure, chart of organization, and salary limits shall be approved by the Board of Directors.

(2) The members of the personnel are employed by the CEO (General Director).

Article 10 Borrowings.

The company may temporarily borrow funds, in compliance with the regulations in force.

Article 11 Investments of the company.

(1) The company may acquire and hold investments only in the assets and under the conditions allowed by the regulations in force.

(2) The investment policy is established by the company, in compliance with the prudential rules provided by the applicable regulations and legal provisions. The investment policy is established in accordance with the legal provisions applicable to alternative investment funds addressed to retail investors, with a diversified investment policy. The rules of AIF detail the investment policy and include the types of investments allowed according to the legal provisions.

Article 12 Reports.

The company shall publish reports and statements set by the regulations in force and comply with all reporting requirements established by law, regulations of the supervisory authority and of the regulated market on which the shares issued by the company are traded.

Article 13 Transparency.

(1) The company shall provide all necessary facilities and information to enable shareholders to exercise their legal and statutory rights pursuant to the applicable legal provisions.

(2) The Company shall provide equal treatment for all the shareholders who hold shares of the same class.

Article 14 Incompatibilities

(1) The persons elected to the Board of Directors must meet the requirements set forth under Law no. 31/1990 (republished) and the applicable capital markets legislation, and must not serve as members of the board of directors/supervisory board, or as managers/members of the management board of another AIFM/investment management company/investment company, or of the depositary of Lion Capital S.A.'s assets. They must also not serve as members of the board of directors/supervisory board of an investment firm (SSIF) with which Lion Capital S.A. has concluded a financial intermediation agreement, and must not be employees of, or have any contractual relationship with, another investment management company or investment company, except for other entities belonging to the same group.

(2) The persons appointed as directors (managers) and the persons replacing them in office shall not be members of the board of directors / supervisory board or managers / members of the executive board of other AIFM or of credit institutions acting as depositary for Lion Capital SA, not to be members of the board of directors / supervisory board, managers or members of the executive board of the investment firm (SSIF) with which Lion Capital SA concluded a financial intermediation contract and not to be employed or have any kind of contractual relationship with another AIFM, except for other entities belonging to the same group.

Article 15 Net asset of the company. Net asset value will be monthly calculated, certified, and published in compliance with the applicable regulations in force. The evaluation of the assets under company's

LION CAPITAL S.A. CUI • CIF RO2761040 RC J1992001898023 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS 35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

management for the calculation of the net asset value will be performed in compliance with the legal regulations in force.

Article 16 Depositary of assets

(1). The company will conclude a depository contract with a depositary (bank) authorized and supervised by the competent authority, in accordance with applicable law. The activities that the depositary will carry out will be provided in the contract concluded between the Company and the depositary (bank).

(2) The depositary may be replaced, in accordance with the provisions of the contract concluded between the Company and the depositary and in accordance with the regulations in force, ensuring the protection of investors in this situation.

Article 17 Dissolution and liquidation of the company.

(1) The dissolution of the company will take place in the cases expressly provided by law. In case of dissolution, the company will be liquidated.

(2) The liquidation will take place on the date of the termination of the company's existence. The Company's shares may not be redeemed at the request of investors, directly or indirectly, from the Company's assets, before the start of the liquidation phase of the Company.

(3) The liquidation complies with the procedure provided by law. After its completion, the liquidators will request the deregistration of the company from the Trade Register.

Article 18 Litigations.

Litigations of the company with natural or legal persons fall within the jurisdiction of the courts in Romania. They may be settled by arbitration.

Article 19 Matters not covered.

(1) Matters not regulated in this Articles of Association, which concern the operation of the company, merger, division, association with other companies, dissolution, and liquidation, are subject to the provisions of company law, as well as special regulations on alternative investment funds and alternative investment fund managers.

(2) Whenever the terms "law", "legal provisions", "legal regulations" are used in this Articles of Association, references shall be made to all regulations issued by the regulatory authority as well as to special or general legal provisions on the organization and operation of the company.

(3) Any subsequent normative acts that remove or restrict the limitations expressly provided for at present for self-managed alternative investment funds or for alternative investment funds managers, the clauses of this Articles of Association will be considered modified by the effect of the law.

Article 20 Amendment of the Articles of Association.

(1) The amendment of the articles of association will be made under the procedure provided by the regulations in force and under the conditions of the Articles of Association.

(2) The Chairman of the Board of Directors is mandated to take the necessary legal steps to sign the updated Articles of Association and request registration with the Trade Register Office.

These Articles of Association have been rewritten today April 24, 2025, in 5 (five) original copies (in Romanian).

Chairman of the Board of Directors of Lion Capital S.A. Bogdan-Alexandru DRĂGOI

LION CAPITAL S.A. CUI • CIF RO2761040 RC J1992001898023 SUBSCRIBED AND PAID-UP CAPITAL RON 50,751,005.60

ADDRESS

35A CALEA VICTORIEI, ARAD 310158, ROMANIA TEL +40257 304 438 • FAX +40257 250 165 EMAIL [email protected] INTERNET WWW.LION-CAPITAL.RO

NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021 LEGAL IDENTITY IDENTIFIER (LEI CODE) 254900GAQ2XT8DPA7274

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

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ADRESA CALEA VICTORIEI 35A, ARAD 310158 • TELEFON 0257 304 438 • FAX 0257 250 165 • EMAIL [email protected] • INTERNET WWW.SIF1.RO

PRESS RELEASE Availability of Lion Capital 1H 2025 Consolidated Report

September 30, 2025, Arad • Lion Capital informs the investors that the Consolidated Report for the first half of 2025 will be made available to the public starting September 30, 2025, 18:00 hours, on Company's website at www.lion-capital.ro and at Company's headquarters in Arad, 35A Calea Victoriei.

The consolidated half-year report was prepared pursuant to the provisions of Law no. 24/2017, Law no. 74/2015, Law no. 243/2019, the ASF Regulation no. 5/2018, the ASF Regulation no. 10/2015, the ASF Regulation no. 7/2020, and ASF Norm no. 39/2015.

Note that the consolidated financial statements as of June 30, 2025, are not audited by the financial auditor of the company.

Further information can be obtained from Investor Relations Office, tel: +40257 304 446 / +40257 250 165, e-mail: [email protected]

Bogdan-Alexandru Drăgoi Chairman and CEO

Compliance Officer, Ilie Gavra

AI Terminal

SIF Banat Crisana S.A.

2303_ir_2025-10-01_bdb3633b-3d24-4404-afed-571bbc3599e7.pdf

CONSOLIDATED REPORT

CONTENTS

1. GENERAL INFORMATION ON LION CAPITAL GROUP

1.1. Presentation of the Group

1.2. Entities in the Scope of Consolidation

Subsidiaries

Associated Entities

Transactions eliminated on consolidation

2. PRESENTATION OF THE ENTITIES WITHIN THE GROUP

2.1. Information on the Activity of Lion Capital

Main Financial and Operational Information for Lion Capital

Economic Context

Global Economic Framework

European Economic Framework

Domestic Economic Framework

Romanian Capital Market in 1H 2025

Milestones of Lion Capital Activity in 2025

MONTHLY NET ASSET VALUES JUNE 2024 - JUNE 2025

ASSETS UNDER MANAGEMENT as of June 30, 2025

STOCK PORTFOLIO

■ financial - banking stakes in 9 companies, worth RON 2,217.68m (31.12.2024: 9 companies, worth RON 1,966.76m)

■ energy - utilities

■ pharmaceuticals

■ cardboard and paper stakes in 1 company, worth RON 177.21m (31.12.2024: 1 company, worth RON 180.28m)

STOCK PORTFOLIO

■ up to 5%

■ 5-33%

■ 33-50%

■ over 50%

STOCK PORTFOLIO

■ listed companies

■ unlisted companies

TOP 10 COMPANIES IN LION CAPITAL PORTFOLIO as of June 30, 2025

2.2. Informationon the Entities in the Scope of Consolidation

SAI MUNTENIA INVEST SA Bucharest

Administrare Imobiliare SA Bucharest

3. SUMMARY OF CONSOLIDATED FINANCIAL DATA FOR THE GROUP AS OF JUNE 30, 2025

3.1. Bases of presentation of consolidated statements

3.2. Consolidated Statement of Profit or Loss and Other Comprehensive Income

3.3. Consolidated Statement of Financial Position

3.4. Presentation on Segments

4. DESCRIPTION OF MAIN RISKS FOR THE GROUP

4.1. Financial Risks

Market Risk

Concentration Risk

(i) Equity Price Risk

(ii) Interest Rate Risk

(iii) Currency Risk

Credit Risk

Liquidity risk

Other risks

Taxation risks

Business environment risks

Operational Risk

Capital Adequacy

5. THE MARKET OF THE SECURITIES ISSUED BY THE GROUP

CHARACTERISTICS OF SHARES ISSUED BY LION CAPITAL

LION stock on the Bucharest Stock Exchange (BSE or BVB)

LION PRICE AND VOLUME IN 2025

Bucharest Stock Exchange (BVB) indices including LION stock:

The two subsidiaries included in the consolidation are not listed on an organized capital market or an alternative trading system.

6. CORPORATE GOVERNANCE

Lion Capital's Leadership

The General Meeting of Shareholders (GMS)

The Board of Directors

The composition of the Board of Directors of Lion Capital as of June 30, 2025:

Information on gender balance within the Board of Directors of Lion Capital

Legal requirements on gender balance

Advisory Committees within the Board of Directors

The Executive Management

Description of the Main Elements of the Internal Control Systems and Risk Management

Risk Management

Risk Profile and Risk Limits

Risk Limits and Risk Profile

Compliance Function

Internal Audit

Assessment of matters concerning the employees