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Annual Report 2022
Sheet 2
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REPORT OF THE EXECUTIVE BOARD
FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022
The Annual Report drafted according to the Law No. 24/2017 regarding the issuers of financial instruments and market operations , the F.S.A. Regulation no. 5/2018 regarding the issuers of financial instruments and market operations , Law no. 74/2015 on alternative investment fund managers , Law no. 243/2019 regulating alternative investment funds and the F.S.A. regulations issued for the enforcement thereof, Regulation (EU) no. 231/2013, the Bucharest Stock Exchange Rule Book, Accounting Law no. 82/1991, republished as subsequently amended and supplemented, F.S.A. Regulation no. 39/2015, approving the Accounting Regulations compliant with the International Financial Reporting Standards, applicable to the entities authorised, regulated and supervised by the Financial Supervisory Authority from the Financial Instruments and Investments Sector.
Report date: 31.12.2022
Company name
Transilvania Investments Alliance S.A. ( Transilvania Investments or the Company hereinafter)
Registered Office
Branch Office
Brasov Municipality, 2 Nicolae Iorga Street, postal code 500057
Bucharest, Ana Tower, Poligrafiei Boulevard 1A, Floor 1, Zone B, Sector 1
Phone/ Fax
E-mail
0268 416 171 / 0268 473 215
investitori@transilvaniainvestments.ro
Website
www.transilvaniainvestments.ro
Sole Registration Code
3047687
Tax Registration Code
RO3047687
Trade Register Number
J08/3306/1992
Registered with the Securities Registration Office within F.S.A.
Registration Certificate no. 401/05.02.2020
Registered with F.S.A. Register - Section 8 - Alternative Investment Fund Managers
Subsection Alternative Investment Fund Managers authorized by F.S.A. (A.I.F.M.A.A.) - under no. PJR07 1 AFIAA/080005
Registered with F.S.A. Register - Section 9 - Alternative Investment Funds
Subsection Alternative Investment Funds dedicated to retail investors and established in Romania (F.I.A.I.R.) - under no. PJR09FIAIR/080006
Subscribed and paid-up share capital
RON 216,244,379.70 lei
Main characteristics of the securities issued by the company
Common, registered, indivisible, of equal value and dematerialized, issued at the nominal value of RON 0.10/share
Regulated market on which the issued securities are traded
Bucharest Stock Exchange, Main Segment, Premium Category (market symbol: TRANSI )
Depositary
BRD-Groupe Société Générale
Auditors
Mazars Romania S.R.L. – financial auditor
KPMG Audit S.R.L. – internal auditor
Annual Report 2022
Sheet 3/66
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CONTENTS
1.
PREAMBLE
4
1.1 General macroeconomic context
1.2 Impact of macroeconomic developments on the portfolio managed by the Company
1.3 Economic growth prospects
1.4 Context of the Romanian capital market
4
4
5
5
2.
EVOLUTION OF THE TRANSILVANIA INVESTMENTS SHARES IN 2022
6
3.
ANALYSIS OF THE COMPANY’S ACTIVITY
3.1 General framework
3.2 Investment entity
3.3 Financial assets at fair value
3.4 Main aspects of the portfolio evolution in 2022
3.5 Management of the portfolio in 2022
3.6 Investment Strategy. Investment activity in 2022
8
8
8
9
12
16
26
3.6.1 Investment activity
3.6.2 Divestment activity
28
29
3.7 Main results of the assessment of the Company’s activity
30
4.
TANGIBLE ASSETS
35
5.
MARKET OF THE SECURITIES ISSUED BY THE COMPANY
36
6.
FINANCIAL AND ACCOUNTING STATEMENT
37
7.
CORPORATE GOVERNANCE STATEMENT
40
Annexes:
-
List of companies controlled by Transilvania Investments as at 31 December 2022 (Annex no. 1)
-
List of companies in which Transilvania Investments has a significant influence as at 31 December 2022 (Annex no. 2)
-
List of companies in bankruptcy, insolvency, voluntary winding-up and judicial reorganization as at 31 December 2022 (Annex no. 3)
-
Statement of compliance with the provisions of the BSE Corporate Governance Code (CGC) (Annex no. 4)
-
Statement regarding the application of the corporate governance principles, according to the F.S.A. Regulation no. 2/2016 (Annex no. 5)
-
Remuneration report of Transilvania Investments Alliance for the year 2022 (Annex 6)
-
Annex on disputes 2022 (Annex no. 7)
-
The statement of assets and liabilities as on 31 December 2022, drafted according to Annex 10 to the FSA Regulation 7/2020
-
The detailed statement of investment as on 31 December 2022, drafted according to Annex 11 to the FSA Regulation 7/2020
Annual Report 2022
Sheet 4
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1. PREAMBLE
Due to its specific scope of business, Transilvania Investments relates both to the Romanian economic and legislative context and also to the regional/global macroeconomic framework, a series of events recorded during 2022 having direct or indirect influences on the results and performance of the Company.
1.1 General macroeconomic context
Rising inflation and interest rates, the Russian-Ukrainian military conflict, the energy crisis, central bank interventions, rising government bond yields were the words that dominated the economic and social conversations in 2022. In 2023, the following topics remain under debate: the interest rates at which the Romanian state will be indebted to finance the budget deficit, the ability of corporate issuers to withstand the economic environment and, moreover, to generate growth and profits.
In November 2022, the consumer price index reached a 20-year high, an annual rate of 16.8%, then declined to end 2022 at 16.4%. The rise in inflation was driven by rising food prices, but, in particular, by the considerable increase in electricity and gas prices.
The consistent rise in global consumer prices has prompted central banks to strengthen their monetary control mechanisms in order to temper demand for goods and services. In a series of successive moves, the NBR raised the policy rate from 1.75%, the level at the beginning of 2022, to 7% in January 2023, and then kept it at 7% in the February 2023 meeting.
1.2 Impact of macroeconomic developments on the portfolio managed by the Company
After the compensation scheme involving economic operators selling petrol and diesel to end customers, individuals and companies, expired at the end of 2022, the Government introduced a new aid scheme targeting electricity consumption, setting tariff thresholds by consumption levels. Energy subsidies will be maintained until March 2025.
The energy crisis and rising financing costs appear to have hampered the fiscal consolidation process, as Romania has been in an excessive deficit procedure since early 2020 as a result of expansionary tax policy before the pandemic crisis. The budget deficit was 5.7% of GDP in 2022, with analysts' estimates that it will reach -4% of GDP in 2023.
In 2022, inflation has risen, financing has become more expensive, operating costs have increased, putting pressure on company profitability. However, there have also been winners in terms of profitability, such as the energy sector.
According to data published by N.B.R., the level of companies’ capitalization remains at high, i.e. RON 136 billion, or 11.6% of the GDP. This is even more important as undercapitalised firms are responsible for the largest share of arrears in the economy (62%), but they accumulate only 28% of total debt and 26% of short-term debt of the non-financial corporate sector.
Although the NPL ratio remains low, namely 2.8% in September 2022 (although higher than the European average of 1.8%), the considerable share of loans with variable interest rates leads to an increased interest rate risk, especially on mortgages. At the sector level, the portfolio with the highest default rate is construction (9.4%), and, on the opposite side, utilities (1.2%), both figures being from September.
In 2022, the level of foreign direct investment reached an all-time high of 10.7 billion, marking an annual increase of 33%. This development shows the degree of investor confidence in the national economy despite the difficult global climate.
Transilvania Investments continues its efforts to support its portfolio companies in accessing the relevant funds made available through the NRRP.
Annual Report 2022
Sheet 5/66
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1.3 Economic growth prospects
The gross domestic product increased by 4.8% in 2022, as compared to the previous year, with estimates for GDP growth of around one to two percentage points in 2023. Factors leading to more modest economic growth in 2023 compared to the previous year are the slowdown in private consumption in the context of rising interest rates. On the other hand, transfers of EU funds should have a positive impact on economic growth.
As for the EUR/RON exchange rate, its stability remains a priority for the NBR, which is focusing its intervention mechanisms to this end. On the other hand, we believe that the inflows of European funds, in particular through the NRRP, will keep the EUR/RON exchange rate marginally below 5.
Annual inflation was 16.4% at the end of 2022 and is estimated to peak at 17% in the first quarter of 2023, falling to 7-8% by the end of 2023.
After the Romanian economy has been negatively impacted, over the last three years, by the Covid-19 pandemic, with its negative influence on macroeconomic development, and by the outbreak of the military conflict at the country's borders, we believe that the prospects for the year 2023 are favourable and we will adjust our investment intentions to take advantage of this momentum.
1.4 Context of the Romanian capital market
In 2022, the Romanian equity market was marked by the economic events that have been generated by supply chain difficulties, the rising energy prices, the concerns about rising inflation, as well as the escalating geopolitical tensions in the region. The high volatility generated by the outbreak of the Russian- Ukrainian conflict marked the second part of Q1 2022, moderating thereafter.
In 2022, the evolution of shares listed on the Romanian market, compared to the previous financial year, recorded the following significant aspects:
the value of transactions recorded in 2022 on the main segment of the B.S.E. recorded a higher aggregate level (+15.7%);
at the end of the period under review, market capitalisation was below the value recorded in the same period of the previous year (-2.3% YoY).
Source: Bucharest Stock Exchange
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-
1,000
2,000
3,000
4,000
5,000
-
100,000
200,000
Q1
Q2
Q3
Q4
Value of trades 2021 (mil. Lei)
Value of trades 2022 (mil. Lei)
Market Capitalization 2021 (mil. Lei)
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Market Capitalization 2022 (mil. Lei)
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Evolution of the main segment B.S.E (2021-2022)
Annual Report 2022
Sheet 6
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At the end of 2022, the annual evolution of the main regulated market index BET TOTAL RETURN (calculated in local currency) was negative (-1.85%), but with a better evolution than the MSCI FM100 benchmark, which decreased by 25.57% during the period under review.
Source: Bloomberg
2. EVOLUTION OF THE TRANSILVANIA INVESTMENTS SHARES IN 2022
Throughout 2022, TRANSI shares recorded an evolution characterized by the following trading milestones on the main market:
minimum closing price RON 0.2360/share
average price RON 0.2934/share
RON 0.2850/share, in the event that DEAL transactions are not taken into account
maximum closing price RON 0.3500/share
traded volume 114.29 million shares
63.5 million shares, in the event that DEAL transactions are not taken into account
no. of trading sessions 249 sessions
daily average trading volume 0.46 million shares/session
0.26 million shares/meeting, provided that DEAL transactions are not considered
Source: Bloomberg
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Annual Report 2022
Sheet 7/66
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During the period under review, TRANSI shares performed negatively, with the closing price on the last day of 2022 being 20% lower than the previous year's closing price. However, in the fourth quarter of 2022, the share price increased by 7.4%.
Evolution of TRANSI shares’ trading discount in the last 12 months
Source: Transilvania Investments
Although, over the past 12 months, the trading discount on TRANSI shares has deepened as a result of developments reflected in the Company's regularly reported net asset value, in the fourth quarter, it recovered from last year's peak gap recorded in the second quarter, with the discount slightly improved even compared to the end of the third quarter of 2022.
Analysis of the TRANSI shares’ trading discount as on 31 December 2022
Source: Transilvania Investments
Compared to the level of Net Assets reported for the reference date 31 December 2022, the rate of TRANSI shares recorded a 56% discount.
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Annual Report 2022
Sheet 8
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3. ANALYSIS OF THE COMPANY’S ACTIVITY
3.1 General framework
Transilvania Investments is authorized in the capacity of Alternative Investment Fund Manager (A.F.I.M.), by the F.S.A. (Authorization no. 40/15 February 2018), operating according to the provisions of Law no. 74/2015 on alternative investment fund managers. Furthermore, the company is authorized as a Retail Investor Alternative Investment Fund (F.I.A.I.R.), of the closed, diversified type, set up as an investment company, self-administered, according to the Law no. 243/2019 on the Regulation of alternative Investment Funds, based upon the F.S.A. permit no. 150/9 July 2021.
Transilvania Investments is set-up as a joint-stock company and is listed at Bucharest Stock Exchange, on the Main segment, under the Premium category, with the TRANSI symbol, the trading of company issued shares being subject to the rules applicable to the regulated market and closed-type investment funds.
The company manages an investment portfolio mostly exposed on the Romanian capital market, mainly on listed shares of companies in the banking, tourism and leisure, real estate and energy sectors. The Company also invests in securities of collective investment undertakings in securities, of alternative investment funds, in unlisted securities and money-market instruments. The structure of the aggregate portfolio managed by the Company complies with the investment limitations undertaken by the risk profile, respectively by the status of Retail Investor Alternative Investment Fund, and therefore remains focused on shares listed on the Romanian capital market.
The investment objective of Transilvania Investments is to maximise the aggregate returns obtained by current and potential shareholders through investments made by the company, in accordance with legislation and its own regulations. Moreover, Transilvania Investments aims to increase the value of net assets through a performance management oriented towards the generation of added value, in conditions of active and prudent asset management in the business lines (trading, travel and leisure, real estate, industrial and venture capital/private equity).
3.2. Investment entity
Transilvania Investments applies the IFRS standards as the accounting base, in compliance with the requirements of the F.S.A. Rule 39/2015 on approving the Accounting regulations compliant with the International Financial Reporting Standards, applicable to the entities authorised, regulated and supervised by the Financial Supervisory Authority from the financial instruments and investments sector.
I.F.R.S. 10.4 provides certain exceptions from the preparation of the consolidated financial statements, among which the exception applicable to the parent companies which are classified as “investment entities”. Transilvania Investments’s management, as a result of the carried-out analyses, has found that the company complies with the requirements of the definition of an “investment entity” in accordance with I.F.R.S. 10., namely:
i. obtains funds from one or several investors for the purpose of providing them with investment management services;
ii. commits to its investors that its business purpose is to invest funds only for returns from capital appreciation, investment income, or both;
iii. measures and evaluates the performance of substantially all of its investments on a fair value basis.
Under these conditions, Transilvania Investments has prepared a single set of financial statements, namely separate financial statements in accordance with I.F.R.S.
As of 1 January 2015, the Company’s financial investments have been measured at fair value. In the light of IFRS 9, as of 1 January 2018, Transilvania Investments has classified its investments in subsidiaries and associated entities, the bonds and the fund units as financial instruments at fair value through profit or loss. The investments of the company in other equity instruments (other than the associated entities and subsidiaries) are classified as financial assets held at fair value through other comprehensive income and/or financial assets held at fair value through profit or loss.
Annual Report 2022
Sheet 9/66
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Transilvania Investments directly provides services related to investment management for its investors, having as main scope exclusively the activities specific to the closed-end investment companies. Transilvania Investments does not provide consultancy services for investments and administrative services, whether directly or through a subsidiary, to third parties and/or its investors.
The company applies an exit strategy based on the permanent monitoring of the investments made and on the analysis of the current market situations, in view of obtaining higher yields and meeting the objectives established through the annual revenue and expenditure budgets.
Transilvania Investments presents its strategy to its current and potential investors, relying on specific documents approved by the General Meeting of Shareholders, namely the company Strategy and the Investment Policy Statement.
The company was authorized by the Financial Supervisory Authority as a Retail Investor Alternative Investment Fund (F.I.A.I.R.). The operation of Transilvania Investments as a closed-end type, diversified F.I.A.I.R., set up as an investment company, self-managed, is based on a series of rules regarding the risk profile, investment exposure limits, valuation and reflection of portfolio financial assets in the company's net assets, transparency and reporting obligations.
Transilvania Investments monitors the structure and performance of its investment portfolio and:
i. publishes monthly the statement of assets and liabilities, respectively reports on the values of N.A.V. and N.A.V. per share, calculated by the company and certified by the depositary (Annex 10 according to F.S.A. Regulation no. 7/2020), together with the statement of assets for which valuation methods in accordance with international standards and the fair value principle were taken into account (Annex according to art. 38 paragraph (4) of Law no. 243/2019);
ii. calculates, on a monthly basis, and publishes, quarterly, half-yearly and annually, within the deadline set forth by the applicable legislation in force for publication of the quarterly/half- yearly/annual reports, the detailed statement of investments Annex no. 11 to the F.S.A. Regulation no. 7/2020).
3.3 Financial assets at fair value
According to IFRS 13, depending on the input data used in the valuation process, the levels of the fair value are defined as follows:
Level 1 input data are (unadjusted) quoted prices in active markets for identical assets and liabilities which the entity has access to on the measurement date;
Level 2 input data are input data other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
Level 3 input data are input data unobservable for the asset or the liability.
Setting the materiality of the input data within the process of the fair value measurement in its aggregate requires the use of the professional rationale, considering the specific factors as a result of the complexity implied by the measurement of these investments and also of the reflection of the changes in the fair value in the financial statements. The process of the fair value measurement afferent to the financial instruments held by Transilvania Investments is carried out according to the asset valuation policy and fund rules, which consider the portfolio structure, specifics and characteristics.
Under the general concept and according to the rules defined at the level of the fund by its authorisation as a R.I.A.I.F., it was envisaged that stakes in issuers listed on an alternative/multilateral system in Romania would be assimilated to securities with a liquidity considered as irrelevant
for applying the mark-to-market method, the option being that the shares of such companies to be valued on the basis of a valuation report in accordance with the valuation standards in force. For the companies
listed on the main segment of Bucharest Stock Exchange, usually, the trading activity of the shares concerned is considered relevant to
Annual Report 2022
Sheet 10
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apply the mark-to-market method. In specific situations, which do not fall within the general coordinates mentioned above, a prudent judgement is considered with regard to quantitative and/or qualitative aspects of the market and trading activity of the issuer's securities.
In the context of the above and the provisions of art. 114 - (5) of the F.S.A. Regulation no. 9/2014, we mention the following aspects relating to the issuers in the portfolio held as at 31 December 2022 for which the valuation was not carried out on a mark-to-market basis:
within the share portfolio held by Transilvania Investments as at 31 December 2022, for the holding in a company whose shares are admitted to trading and traded on the main segment of the
Bucharest Stock Exchange and for issuers whose shares are admitted to the multilateral trading facility of the Bucharest Stock Exchange and traded within a 30 business days period prior to 31 December 2022, presented in the table below, the option of estimating the value on the basis of an valuation report has been maintained;
the analysis of the information on company characteristics and the trading activity of the shares of the respective issuers resulted in a number of aspects and elements that could not be considered relevant for the use of the mark-to-market method;
the summary data of trading indicators or parameters for a 12-month period prior to 2022 reflect: shareholding structures with a high degree of stake concentration which results in a generally low free- float, low number of trading sessions for those companies in the context of the annual trading programme of the B.S.E. or compared to issuers traded in the same segment for which the mark-to- market method was used, certain discontinuities resulting from the existence of time intervals without transactions, low volumes traded in relation to the total number of shares of the issuers and stakes of Transilvania Investments, low average number of trades in a trading session, lack of presence of the issuers in the composition of some stock indices, etc.
Annual Report 2022
Sheet 11/66
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By reference to the internal regulations of the company and the portfolio of managed assets, whose values are classified on level 3 of the fair value hierarchy, in 2022, the valuation activity was performed internally and in collaboration with a third party, based on a services contract for drafting valuation reports, in the context of the legislative framework and the Valuation Standards in force. Transilvania Investments contracted the services of PricewaterhouseCoopers Management Consultants S.R.L., corporate member of ANEVAR and qualified provider of specialised valuation services that meet specific legislative requirements (independence, skills, experience, qualified staff, etc.) for the production of valuation reports for the purpose of estimating the fair value of certain stakes in the managed portfolio.
As at 31 December 2022, the Company held in its portfolio financial assets measured at fair value, classified on three levels of the fair value hierarchy, as follows:
- Values expressed in RON -
Level 1
Level 2
Level 3
Total
Financial assets at fair value through other comprehensive income
619,621,926
-
49,716,231
669,338,157
Shares, equity securities
619,621,926
-
19,732,365
639,354,291
Equity holdings
-
-
29,983,866
29,983,866
Financial assets at fair value through the profit or loss account
239,345,329
31,653,276
407,165,416
678,164,021
Shares
239,345,329
-
389,695,668
629,040,997
Bonds, Government securities
-
31,653,276
0
31,653,276
Fund units
-
-
17,469,748
17,469,748
Total financial assets at fair value
858,967,255
31,653,276
456,881,647
1,347,502,178
In the structure of the financial asset portfolio held by Transilvania Investments, as at 31 December 2022, the value of shares amounts to 94.1% of the total portfolio.
At the end of 2022, the share of financial assets cl assified as level 1 of the fair value hierarchy in the total value of Transilvania Investments' portfolio amounts to 63.7%.
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Annual Report 2022
Sheet 12
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3.4 Main aspects of the financial instrument portfolio evolution in year 2022
decrease in the value of total assets of approx. 4.4% YoY (end of previous year);
Performance and components of Transilvania Investments portfolio
Source: Transilvania Investments, I.F.R.S. fair values, Annex no. 10 according to F.S.A. Regulation no. 7 / 2020, F.S.A. Regulation no. 9/2014
Performance of Transilvania Investments portfolio structure
Source: Transilvania Investments, I.F.R.S. fair values, Annex no. 10 according to F.S.A. Regulation no. 7 / 2020, F.S.A. Regulation no. 9/2014
at the structural level, the share of the traded operational portfolio and cash is decreasing compared to the end of the previous year, but the non-traded operational portfolio is increasing;
Source: Transilvania Investments, I.F.R.S. fair values, Annex no. 10 according to F.S.A. Regulation no. 7 / 2020, F.S.A. Regulation no. 9/2014
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Annual Report 2022
Sheet 13/66
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analysis of variation in the financial instrument portfolio (fair value + cash generated + attached receivables deducted from fair value) — breakdown by financial instruments
Source: Transilvania Investments
Obs.: The initial value (Dec 21) of the financial instrument portfolio is calculated according to IFRS fair values. The final value (Dec-22) of the financial instruments portfolio is calculated by adding to the IFRS fair values the contribution of each financial instrument [cash generated /immobilized through sale/acquisition transactions, cashed dividends, collected cash distributions, other cashed amounts (shares pending sale), attached receivables]. The amounts are expressed in RON million.
analysis of variation in the financial instrument portfolio (fair value + cash generated + attached receivables deducted from fair value) — breakdown by sectors
Source: Transilvania Investments
Obs.: The initial value (Dec 21) of the financial instrument portfolio is calculated according to IFRS fair values. The final value (Dec-22) of the financial instruments portfolio is calculated by adding to the IFRS fair values the contribution of each sector [cash generated /immobilized through sale/acquisition transactions, cashed dividends, collected cash distributions, other cashed amounts (shares pending sale), attached receivables]. The amounts are expressed in RON million.
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Annual Report 2022
Sheet 14
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analysis of variation in the share sub-portfolio (fair value + cash generated + attached receivables deducted from fair value) — breakdown by sectors
Source: Transilvania Investments
Obs.: The initial value (Dec 21) of the share sub-portfolio is calculated according to IFRS fair values. The final value (Dec-22) of the share sub-portfolio is calculated by adding to the IFRS fair values the contribution of each sector [generated cash / cash immobilized through sale/acquisition transactions, cashed dividends, collected cash distributions, other cashed amounts (shares pending sale), attached receivables]. The amounts are expressed in RON million.
analysis of variation in the share sub-portfolio (fair value + cash generated + attached receivables deducted from fair value) — top 5 positive/negative evolutions
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Annual Report 2022
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Source: Transilvania Investments
Obs.: The initial value (Dec 21) of the share sub-portfolio is calculated according to IFRS fair values. The final value (Dec-22) of the share sub-portfolio is calculated by adding to the IFRS fair values the contribution of each issuer [generated cash / cash immobilized through sale/acquisition transactions, cashed dividends, cashed cash distributions, other cashed amounts (shares pending sale), attached receivables]. The amounts are expressed in RON million.
o the share sub-portfolio generated, at the level of the value of assets under management, a negative net cash impact amounting to RON 30.4 million;
o the impact calculation is based on the fair values recorded by the portfolio financial instruments at the reference date, the outcome of the transactions carried out with different financial instruments, the financial resources generated by these shareholdings (cashed dividends, cash involved in sale/acquisition operations), attached receivables (dividends to be collected, deducted from the fair value of financial instruments);
o supersectors showing positive adjustments are as follows: Financial services (RON +21.1 million), Energy (RON +16.6 million), Real estate (RON +13.3 million) and Technology (RON +0.3 million);
o top 5 negative performances mainly contains issuers whose negative net impairment is related to economic seasonality (Tourism), but also to the evolution of the inflationary macroeconomic environment (Banks, Construction and Industrial goods and services);
o top 5 positive performances includes financial and real estate issuers, the latter being related to an exit transaction.
within the operational portfolio, the investment structure is characterized by a focus on sectors declared to be strategic in the Investment Policy Statement 2020-2024, namely in the Company Strategy 2020-2024;
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Annual Report 2022
Sheet 16
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Source: Transilvania Investments
Obs.:
IFRS fair values reported for Dec.-21, Dec.-22 (expressed in million RON)
3.5 Management of the portfolio in 2022
In 2022, Transilvania Investments has continued to implement the measures provided in the Strategy 2020- 2024, approved by the General Meeting of Shareholders as at 4 December 2020 and the Investment Policy Statement, as revised by the General Meeting of Shareholders of 28 April 2022, with regard to the management of the portfolio, namely:
monitoring and analysis of the activity of the portfolio companies based on the financial results reported upon closing the financial year 2021 and those related to quarters I-III of 2022;
substantiation of the voting options at the general meetings of shareholders, regarding the closing of the financial year 2021 (distribution of net profit), as well as other items on the agenda, based on the documents provided by the portfolio companies and by reference to the corporate interests of Transilvania Investments;
implementation of modern management policies, within companies for which Transilvania Investments is the majority shareholder, meant to:
o strengthen the enforcement of transparency-oriented, objective performance evaluation and adequate risk management corporate governance principles;
o optimize management systems and performance indicators, in line with the specifics of the field in which the issuer operates and the extent of its activity, respectively in accordance with efficient remuneration practices, focus towards promoting sustainable performance, on medium/long term;
appointment of experienced and professionally qualified and acknowledged individuals in management and supervisory positions, on the basis of clearly defined criteria, and in accordance with the internal selection procedure, including independent directors;
identification and guidance of existing company synergies operating in the same supersector in order to improve operational efficiency;
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Annual Report 2022
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approval within general meetings of shareholders of criteria and performance objectives for 2022, for each company, depending on the specificity of the activity, the value indicators set by the Revenue and Expenditure Budget and the Investment Programs for 2022, in line with the Remuneration policy set for each company;
approval of draft Revenue and Expenditure Budget for 2023 for each company, as well as the Investment Programs for 2023 for part of the subsidiaries, during the General Meeting of Shareholders;
continuing the process of restructuring and streamlining the portfolio managed by Transilvania Investments, based upon a programme approved by the Executive Board.
As at 31 December 2022, the Transilvania Investments portfolio included:
shares in 85 issuers and equity interests in 1 issuer, of which:
21 companies listed on the internal regulated market (BSE)
28 companies listed on a multilateral trading system (AeRO)
37 unlisted companies,
fund units issued by 6 investment funds, of which:
3 open-end investment funds
3 closed-end investment funds.
equity securities as capital holdings: 1 holding
government bonds denominated in RON and EUR, issued by the Ministry of Finance within 6
issuances.
3.5.1 Evolution of the portfolio in respect to the number of issuers in portfolio
As at 31 December 2022, Transilvania Investments held in portfolio shares issued by 85 companies, equity interests issued by 1 issuer, fund units issued by 6 investment funds and equity holdings in 1 entity. From this perspective, during the financial year 2022, the portfolio has evolved as follows:
No. of companies in portfolio (shares and equity interests) on 1 January 2022
94
Entries– total -, of which:
+ 3
Acquisition of equity interests through participation in share capital increase
1
Cash contribution in a private investment
1
Cash contributions to set-up a company
1
Exits – total -, of which:
- 11
Sales – operations on the capital market
7
Withdrawals and deregistrations
4
No. of companies in portofolio (shares and equity interests) on 31 December 2022
86
No. of investment funds in the portfolio on 1 January 2022
7
Entries– total -, of which:
1
Closed-end investment funds
Open-end investment funds
1
0
Exits – total -, of which:
2
Closed-end investment funds
Open-end investment funds
0
2
No. of investment funds in the portfolio on 31 December 2022
6
Total number of portfolio equity holdings on 31 December 2021
0
Inputs
1
Total number of portfolio equity holdings on 31 December 2022
1
Total number of issuers in the portfolio on 31 December 2022
93
Annual Report 2022
Sheet 18
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The table below shows the evolution over the last 3 years of the number of issuers in the Transilvania Investments portfolio:
In line with the strategy for diversifying the portfolio and focusing on sectors with growth potential, efforts to restructure and streamline the portfolio have resulted in:
increasing the exposure on long-term strategic investments, through acquisitions made on the specific market of each company, such as Banca Transilvania, OMV Petrom, Holde Agri Invest, Turism, Hoteluri, Restaurante Marea Neagră and Transilvania Leasing and Credit IFN Brașov.
capitalizing market opportunities by selling the entire stake held in companies Oil Terminal S.A. Constanța and Electromagnetica S.A. Bucharest (admitted for trading on the regulated market), as well as those held in Armax Gaz S.A. Mediaș, Gocab Software S.A. Bucharest and Gastronom S.A. Buzău (admitted for trading on the AeRO multilateral trading system);
exploiting market opportunities through the partial sale of a share package issued by OMV Petrom, BRD Groupe Societe Generale, Bucharest Stock Exchange, Digi Communications, Banca Transilvania and Sphera Franchise Group (admitted for trading on the regulated market).
repositioning within issuers listed on the regulated or AeRO market of the B.S.E., by reducing stakes in the case of Arobs Transilvania Software or in the case of issuers listed on the regulated market of the B.S.E., such as BRD Groupe Societe Generale, Fondul Proprietatea, Societatea de Investitii Financiare Oltenia, Romgaz and Nuclearelectrica.
participation with cash contribution to the increase in the share capital of OMV Petrom S.A and Holde Agri Invest S.A., by subscription in public offerings through the capital market;
participation with cash contributions in the share capital increase of the issuer Roca Industry Holdingrock1 S.A. (within the public offer for listing on the AeRO multilateral trading system, the listing of the company took place in January 2022) and in the share capital increase of Kognitive Manufacturing Tech S.R.L. (specialized in industrial production software development);
sale of the share package held in Reutcom UTB S.A. Brașov (unlisted company), in the context of the share redemption operation initiated by the company and sale of the share package held in Fondul Român de Garantare a Creditelor pentru Întreprinzători Privați S.A. Bucharest (unlisted company);
participation with the amount of RON 2.99 million to setting-up the company Transilvania Investments Alliance Equity S.A. Brașov and, later, to share capital increases, with cash contribution amounting a total of RON 8.71 million ;
exercise of the right of withdrawal from the Romanian Export-Import Bank, Eximbank S.A. Bucharest, as a result of the merger by absorption with Banca Românească, and the full payment for the shares;
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99
101
93
32.12.2020
31.12.2021
31.12.2022
Number of issuers (shares, equity interests , fund units and equity holding s)
Annual Report 2022
Sheet 19/66
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delisting from the portfolio of issuers Hidromecanica S.A. Brașov, Diversis S.A. Focșani and Simaro- Sib Sibiu, following the closure of bankruptcy proceedings and their deregistration from the Trade Register Office;
diversifying the portfolio by purchasing RON and EUR-denominated government bonds in the context of rising yields, purchasing fund units with local equity exposure
and by purchasing equity holdings in the private equity fund CEECAT Fund II with exposure to emerging Europe companies.
As at 31 December 2022, the procedure of withdrawal from the shareholding structure of Biroul de Turism pentru Tineret S.A. Bucharest and Prahova Estival 2002 S.A. Neptun based on the Law no. 31/1990 - and Transilvania Estival 2002 S.A Neptun - based on the provisions of the Law no. 151/2014 - are in progress, the disputes regarding the establishment of the withdrawal price or enforcement of their collection being on the dockets of the competent law courts.
On 31 December 2022, 20 companies were in voluntary winding-up, insolvency, bankruptcy or judicial reorganisation. The total nominal value of the shares held by Transilvania Investments in these companies was of RON 34,727 thousand. Out of the 20 mentioned companies:
13 companies were bankrupt under the Law no. 85/2006 and Law no. 85/2014, the total value of Transilvania Investments shareholding being of RON 27,127 thousand;
1 company was insolvent under the Law no. 85/2014, the total value of Transilvania Investments shareholding being of RON 2,808 thousand;
3 companies were in judicial reorganisation, a procedure regulated by the Law no. 85/2006 or Law no. 85/2014, the total nominal value of the shares held being of RON 3,991 thousand,
3 companies were in voluntary winding-up-dissolution procedure under the Law no. 31/1990, the total nominal value of shareholding being of RON 800.8 thousand.
The fair value of these shareholdings, recorded in the accounting records of Transilvania Investments, is 0 (zero), according to the valuation rules provided for by the Fund Rules.
The list of the companies in
Transilvania Investments portfolio, undergoing bankruptcy, insolvency, judicial reorganization or voluntary winding-up proceedings, is presented in Annex no. 3 to this Report.
The aforementioned operations carried out for the restructuring, streamlining and optimizing of Transilvania Investments’s portfolio structure fell within the limits provided by the Strategy for 2020-2024 approved by the Ordinary General Meeting of December 2020 and April 2022, and the decrease in number of portfolio companies continues to be an important goal.
3.5.2 Portfolio structure (shares, equity interests, fund units and equity holdings) depending on the
trading market
The value of Transilvania Investments portfolio on 31 December 2022, structured based on the market on which the issued shares are traded, is as follows:
Fair value
according to IFRS
Portfolio structure
Number of issuers (shares, equity interests, fund units and equity holdings)
RON thousand
%
Total securities as at 31 December 2021
101
1,418,237
100.00
Total securities as at 31 December 2022, of which:
93
1,315,849
100.00
Companies listed on BSE
21
300,361
22.83
Companies listed on AeRO (SMT/SOT)
28
889,242
67.58
Unlisted companies
37
78,792
5.99
Fund units
6
17,470
1.33
Equity holdings
1
29,984
2.28
Annual Report 2022
Sheet 20
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3.5.3 Portfolio structure (shares, equity interests, fund units and equity holdings), by supersectors, as at
31 December 2022
The structure of the portfolio of shares, equity interests, fund units and equity holdings, by supersectors, based on the fair value as at 31 December 2022, as compared to the structure as at 31 December 2021 is provided in the table below:
31 December 2021
31 December 2022
Portfolio structure by
supersectors
Number
Fair value (thousand RON)
%
Number
Fair value (thousand RON)
%
Cars and spare parts
3
3,993
0.28
3
2,573
0.20
Banks
5
510,794
36.02
3
435,055
33.06
Industrial goods and services
12
50,930
3.59
10
49,518
3.76
Construction and construction materials
8
15,319
1.08
8
8,808
0.67
Energy
7
102,046
7.20
5
113,899
8.66
Real estate
20
212,691
15.00
18
207,701
15.78
Food, beverages and tobacco
7
9,527
0.67
7
9,157
0.70
Discretionary products and services
2
10,674
0.75
2
5,672
0.43
Financial Services*
15
149,506
10.54
15
160,988
12.23
Technology
3
2,885
0.20
3
1,887
0.14
Telecommunication
1
2,050
0.14
1
378
0.03
Tourism and leisure
16
328,004
23.13
16
310,377
23.59
Utilities
2
19,818
1.40
2
9,836
0.75
Total
101
1,418,237
100.00
93
1,315,849
100.00
Source: Transilvania Investments
Obs.: According to the IFRS fair values * including fund units, equity holdings
As shown in the table above, the fair value of the portfolio of shares, equity interests, fund units and equity holdings, held by Transilvania Investments as at 31 December 2022, registered a substantial decrease compared to the value on 31 December 2021 (RON -102,388 thousand).
Throughout 2022, the following changes occurred in the portfolio structure, by supersectors:
Decrease in the ‘Banks’ supersector share . The decrease of the portfolio value by RON 75.739 thousand has led to the decrease in the supersector’s weight in the total share portfolio, from 36.02% to 33.06%. The absolute value of the shareholdings has decreased as a result of the sale of the share package held in Fondul Român de Garantare a Creditelor pentru Întreprinzători Privați S.A. Bucharest, the exercise of the right of withdrawal from Banca de Export-Import a României Eximbank S.A. Bucharest and the variation in trading prices of the shares listed in this supersector.
Increase in the Financial Services’ supersector share. The absolute value of the shareholdings held in this supersector had an increase of RON 11,482 thousand, which led to an increase in the supersector’s weight from 10.54% to 12.23%. The absolute value of shareholdings increased mainly as a result of acquisitions made in this supersector, inflows of new issuers, fund units and equity holdings.
Increase in the ‘Energy’ supersector share . The fair value of the stakes in this supersector registered an increase of RON 11,853 thousand, and the share of the supersector, in the total portfolio, increased from 7.20% to 8.66%.
The financial instrument portfolio of Transilvania Investments also includes government bonds denominated in RON and EUR, issued by the Ministry of Finance within 6 issuances, amounting a total of RON 31,653 thousand, as at 31 December 2022.
As a result, the total value of the portfolio of financial instruments on 31 December 2022 is RON 1,347,502 thousand,
its structure, breakdown by supersectors being as follows:
Annual Report 2022
Sheet 21/66
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The portfolio structure by supersectors, as at 31 December 2022
The percentages in the chart comprise the share of the category in the value of the financial instrument portfolio.
3.5.4 Portfolio structure by the size of the stakes held in the share capital of the issuers /number of fund
units in circulation as at 31 December 2022, as compared to the structure recorded on 31 December 2021,
is as follows:
Transilvania Investments portfolio
No. of issuers in the portfolio
Fair value (thousand RON)
%
% held in the share capital/number of fund units issued
2021
2022
2021
2022
2021
2022
Up to 10.00%
37
32
754,919
684,188
53.23
53.21
10.01% to 33.00%
27
24
63,728
22,508
4.49
1.75
33.01% to 50.00%
12
12
49,526
74,333
3.49
5.78
Over 50.00% *
25
24
550,063
504,835
38.79
39.26
Total
101
92
1,418,237
1,285,865
100.00
100.00
* including Şantierul Naval Orșova
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Banks 32 %
Travel and Leisure 23%
Real Estate 15 %
Energy 8%
Financial Services 12%
Industrial Goods and Services
Government bonds 2%
Construction and Materials
Utilities 1%
Food, Beverages and Tobacco
Others 1%
Annual Report 2022
Sheet 22
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Portfolio structure depending on the share of the stakes held, at fair value,
in the share capital of issuers/number of outstanding fund units,
on 31 December 2022
There is a concentration of the fair value of Transilvania Investments portfolio within the companies in which it holds minority stakes (particularly in the shares admitted to trading on a regulated market) and within the companies where it holds the majority stakes.
As it results from the situation above, as at 31 December 2022, Transilvania Investments is a significant shareholder (between 10% and 33%) in 24 companies, holds the control position (between 33% and 50%) in 12 companies and the majority position (over 50%) in 25 companies (of which, 22 companies are operational). The list of companies controlled by Transilvania Investments holds the majority share package, as at 31 December 2022, is presented in Annex no. 1 to this report.
Top 10 holdings as at 31 December 2022
No.
Company Name
% Holding
Weight in total assets (%)
1.
BANCA TRANSILVANIA S.A.
1.50%
14.83%
2.
BRD - GROUPE SOCIETE GENERALE S.A.
2.19%
13.90%
3.
TURISM, HOTELURI, RESTAURANTE MAREA NEAGRĂ S.A.
78.80%
6.46%
4.
OMV PETROM S.A. BUCHAREST
0.34%
6.24%
5.
TURISM FELIX S.A.
63.77%
5.67%
6.
EVERGENT INVESTMENTS S.A.
4.79%
4.43%
7.
FEPER S.A.
85.80%
3.93%
8.
CASA ALBA INDEPENDENȚA SIBIU
53.35%
2.88%
9.
COMCM S.A. CONSTANTA
56.72%
2.84%
10.
ARO-PALACE S.A.
85.74%
2.48%
Top 10 holdings
63.67%
Total financial instruments portfolio
94.49%
Source: Transilvania Investments / *according to the IFRS fair values reported for Dec.-22
3.5.5 Analysis of the share portfolio in terms of dividends
By analysing the shareholdings of Transilvania Investments in the portfolio companies by sectors, in terms of dividends due and collected during the financial year 2022 from the profits generated in the financial year 2021, the situation is as follows:
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up to 10% ; 53.21%
10% to 33% ; 1.75%
33% to 50% ; 5.78%
over 50% ; 39.26% ;
Annual Report 2022
Sheet 23/66
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- thousand RON -
Portfolio structure by
supersectors
Fair value 31 December 2022
% supersector as fair value
Value of dividends
(2021 profit)
% of supersector dividends in total dividends
Cars and spare parts
2,573
0.20
524
0.49
Banks
435,055
33.06
71,811
66.61
Industrial goods and services
49,518
3.76
3,059
2.84
Construction and construction materials
8,808
0.67
286
0.27
Energy
113,899
8.66
16,586
15.39
Real estate
207,701
15.78
3,609
3.35
Food, beverages and tobacco
9,157
0.70
194
0.18
Discretionary products and services
5,672
0.43
922
0.85
Financial Services*
160,988
12.23
6,314
5.86
Technology
1,887
0.14
12
0.01
Telecommunication
378
0.03
10
0.01
Tourism and leisure
310,377
23.59
3,683
3.42
Utilities
9,836
0.75
795
0.74
Total
1,315,849
100.00
107,806
100.00
*including fund units, equity holdings
The main supersectors with a significant share in the income from dividends collected in 2022 from the portfolio companies are: Banks (66.61%) Energy (15.39%), Financial services (5.86%), Travel and leisure (3.42%), Real estate (3.35%) and Industrial goods and services (2.84%).
3.5.6 Dividends due/collected during the period 2015-2022
The statement of the dividends due and collected by Transilvania Investments during 2015-2022, resulted from distributions of the profits generated by the portfolio companies during the financial years 2014- 2021 is as follows:
Financial year
Dividends (RON thousand)
Balance to be collected
when the profit
was generated
when the dividends
were distributed
Due
Collected
Value
%
2014
2015
15,755
15,755
0
0.00
2015
2016
25,612
25,602
* 10
0.04
2016
2017
42,431
42,431
0
0.00
2017
2018
64,777
64,777
0
0.00
2018
2019**
71,053
71,053
0
0.00
2019
2020
39,998
39,998
0
0.00
2020
2021
32,916
32,916
0
0.00
2021
2022
107,806
107,806
0
0.00
Total
400,348
400,338
10
0,00
equivalent in RON of the amount EUR 2,275.00 ** including quarterly dividends 2019
The balance of due dividends, not collected as at 31 December 2022, is of RON 125 thousand, out of which RON 113 thousand represent outstanding dividends due by companies that are under bankruptcy/insolvency procedure (dividends afferent to the financial years prior to 2008) and EUR 2,275.00 represent dividend tax to be recovered from the German Tax Authority (the tax-reclaim procedure was initiated by means of the depositary BRD-Groupe Societe Generale S.A. Bucharest).
Annual Report 2022
Sheet 24
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All the outstanding amounts due as dividends for the previous financial years that have not been entirely collected on 31 December 2022 were recorded in the statements of claims, submitted within the insolvency procedures.
The table below presents the statement of dividends resulted from profit distributions afferent to the financial years 2020 and 2021, recorded as income of Transilvania Investments in 2021 and 2022.
Dividend income (RON thousand)
in the year 2021
in the year 2022
C.
N.
Sector
Due
%
Due
%
1.
Cars and spare parts
0
0.00
524
0.49
2.
Banks
4,730
14.37
71,811
66.61
3.
Industrial goods and services
6,511
19.78
3,059
2.84
4.
Constructions and building materials
286
0.87
286
0.27
5.
Energy
8,488
25.79
16,586
15.39
6.
Real estate
2,504
7.61
3,609
3.35
7.
Food, beverages and tobacco
247
0.75
194
0.18
8.
Discretionary products and service
891
2.70
922
0.85
9.
Financial Services
4,835
14.69
6,314
5.86
10.
Technology
14
0.04
12
0.01
11.
Telecommunication
36
0.11
10
0.01
12.
Travel and leisure
3,205
9.74
3,683
3.42
13.
Utilities
1,169
3.55
795
0.74
Total
32,916
100.00
107,806
100.00
There is a significant increase in dividend income (+227.52%, respectively RON 74,890 thousand) compared to the previous year, mainly due to the supersectors Banks (RON +67,081 thousand), ‘Energy’ (RON +8,098 thousand) and Financial services (RON +1,479 thousand). There is a slight increase in dividend income in the ‘Travel and leisure’ sector.
3.5.7 Significant mergers or reorganizations of the company, its subsidiaries or controlled companies
during the financial year 2022
Since its set-up to date, the company has not been subject to any merger, division or reorganization operations.
In the financial year 2022, the portfolio of Transilvania Investments did not register any significant merger or reorganization operations, involving subsidiaries or companies in which Transilvania Investments holds a controlling package.
3.5.8 Other aspects with particular impact
The companies in the portfolio, with subsidiary status, remained affected by the health crisis, even if the impact was diminished. The companies in the Travel and leisure supersector continued to have restrictions in the I st quarter of 2022 on carrying out their activities, at full capacity, with a direct impact on tourist traffic.
Also, the negative influence that the war in Ukraine has had on tourism resulted in a reduced number of bookings or even cancellations, and price increases in utilities, food and other categories resulted in an increased inflation rate.
Although companies in the Real Estate supersector continued to face increased utility expenses in 2022 as a result of changes in supplier tariffs, the result shows a slight increase.
The Industrial goods and services supersector recorded a decrease in activity which negatively affected the results, the supersector being significantly affected by the increase in prices in raw materials, electricity
Annual Report 2022
Sheet 25/66
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and gas prices, the crisis in the supply of subassemblies and electronic components, and very long delays or very long delivery times.
3.5.9. The engagement policy of Transilvania Investments
In 2021, Transilvania Investments drafted and published on its website an engagement policy that describes how the company is involved within the investee companies.
According to this policy, the engagement of Transilvania Investments means:
i. Monitoring the issuers in which the Company has invested (investee companies) on relevant matters (including strategy, financial and non-financial performance and risks, capital structure, social and environmental impact and corporate governance);
ii. Conducting dialogues with investee companies;
iii. Exercising voting rights and other rights attached to the shares, in order to capitalize on the rights deriving from the investment in the portfolio issuers;
iv. Cooperating with other shareholders, communicating with relevant stakeholders of the investee companies;
v. Managing actual and potential conflicts of interest related to the engagement of Transilvania Investments.
Throughout 2022, the engagement policy of Transilvania Investments has been enforced as follows:
On a quarterly basis, based on the financial reports publicly disseminated through BSE, the specialized departments in the company analysed the evolution of the financial indicators of the issuers in the portfolio, the fulfilment of the revenue and expenditure budget, the implementation of the investment program and the positioning of shareholdings in the managed portfolio. Furthermore, the current reports published by the companies were constantly monitored, in order to determine the possible financial impact on the shares’ value and the current financial result.
Moreover, persons with specific responsibilities within Transilvania Investments Alliance participate in investor meetings, financial results conferences/teleconferences and other investor events organised by investee companies.
The specialized departments of Transilvania Investments, through their designated staff, participated in conference calls or physical events of the issuers whose shares are listed on the regulated market, in which the quarterly/half-yearly or annual financial results and issuer development strategy for the next period were presented (e.g. FP,TLV, BRD, BVB, DIGI, SNP, SNG, SNN, HAI etc).
The company also participated in Frontier Investor Days Conference, organized by Wood & Company, in September 2022, where they participated in presentations and discussions with issuers (e.g. Hidroelectrica, BRD, TLV, WINE, EVER, SNG, BVB, M, SNP, ONE etc), as well as with other companies that are of investment interest for Transilvania Investments, such as MAIB Bank from the Republic of Moldova.
Throughout 2022, Transilvania Investments exercised its voting right in a professional manner in the general meetings of the shareholders of the portfolio companies, for purposes of defending the company interests in the investee companies.
Thus, based on the analyses performed by the specialised departments and approved by the company's Board, documents were issued for participation and exercise of voting rights for a number of 93 Ordinary General Meetings of Shareholders and 38 Extraordinary General Meetings of Shareholders. At the same time, it was decided not to issue participation/voting documents for a number of 60 Ordinary General Meetings of Shareholders and 29 Extraordinary General Meetings of Shareholders, as the items on the agenda did not impact the corporate interests of Transilvania Investments.
With regard to the portfolio companies in which it is the majority shareholder, Transilvania Investments has defined a new business strategy, with a focus on the tourism and leisure sector, a sector that holds an
Annual Report 2022
Sheet 26
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important share of the portfolio managed by the company, which aims to develop plans to streamline the management of companies in this sector, so that the increased interest in domestic tourism is exploited to its full potential. New development strategies have also been drawn up in order to increase the quality of services offered in the hospitality sector, from business tourism to leisure or spa tourism.
Complementing this new approach, Transilvania Investments is exploring the possibility of creating its own brand identity to highlight its status as a major investor in local tourism, a scenario for which the services of a consortium of consultants with an outstanding track record have been contracted to contribute to its direction, given their direct experience in both the actual operation of hotels and the training and recruitment of hotel staff. The ultimate goal of this collaboration is to increase the return on the stakes held in hospitality companies and to develop these companies based upon the potential that each of them provides.
Also, the options for accessing programmes financed from various sources, such as non-reimbursable funds, NRRP, grants, state aid schemes, PPP programmes etc. are constantly monitored within Transilvania Investments for the continuation of investment programs targeting the companies in Transilvania Investments' portfolio.
In order to manage real or potential conflicts of interest related to the engagement of Transilvania Investments, at company level, it was decided that, starting with 1 January 2022, the members of the Supervisory Board and of the Executive Board cannot be part of the management structures for the portfolio companies in which Transilvania Investments holds the majority stake. The implementation of this decision took place in the first part of 2022. In the case of employees of the company who are part of the Boards of Directors of the companies in the portfolio, in order to avoid conflicts of interest, they may not participate in the elaboration and signing of the analyses concerning such companies.
3.6 Investment strategy. Investment activity in 2022
The company's investment strategy for the period 2020-2024, as revised by the General Meeting of Shareholders as of 28 April 2022, aims to increase the value of assets under management by maximising aggregate risk-adjusted returns and aims to: ensure the quality of the managed portfolio by continuing the process of accelerated portfolio restructuring, structurally balancing the portfolio, improving the aggregate liquidity of the portfolio and promoting efficient and attractive shareholder remuneration instruments and the appropriate management of the financial resources required by such instruments.
Transilvania Investments aims to maximise the potential offered by the main business lines , respectively travel and leisure, real estate, industry, active trading and venture capital/private equity, as follows:
Travel and leisure transformation of management and business models within the travel and leisure sub-portfolio;
Real estate efficient and centralised operation of real estate portfolios, including the assets of companies operating in the industrial sector, where the risk-adjusted return on industrial activity is lower than the expected efficiency of a real estate vehicle operation;
Industry transforming business models within the sub-portfolio operating in this sector, including through partnerships and exploring opportunities in the real estate line of business;
Active trading includes the strategy for issuers actively traded on financial markets, with high liquidity, regardless of the trading environment (local or international), in order to maintain an adequate liquidity level profile of the managed portfolio and will target both short and longer investment horizons. Other OTC financial market instruments, such as fixed income or derivatives, will also be accessed;
venture capital/private equity developing and effectively exploiting the potential offered by the venture capital/private equity investment niche, both in new sectors and through a private equity approach for the assets in the existing portfolio.
Annual Report 2022
Sheet 27/66
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The main investment objective of Transilvania Investments is to maximise the aggregate returns obtained by current and potential shareholders through investments made by the company, in accordance with legislation and its own regulations.
Moreover, the company aims to increase the value of net assets through a performance management ran by specialists, oriented towards the generation of added value, in conditions of active and prudent asset management in the business lines (trading, travel and leisure, real estate, industrial and venture capital/private equity).
The company’s performance indicator (K.P.I.), established by the Strategy 2020 2024 and the Investment Policy Statement 2020-2024, approved by the shareholders, is represented by an increase of at least 30% in net asset value, calculated before the distribution of dividends and/or other forms of shareholder remuneration, the reference level being the net asset value afferent to the financial statements as at 30 June 2020 and it covers the period until 30 June 2024.
Investment activity in 2022
In 2022, the trading activity on capital markets was aimed at generating profit under the conditions provided by the domestic market, as well on restructuring the portfolio by increasing the share of the financial assets with high liquidity and dividend bearing. In addition, fixed income instruments such as government bonds issued by the Ministry of Public Finance, denominated in RON and EUR, with maturities ranging from 2 to 10 years, have been included in the portfolio.
Given that Transilvania Investments is an alternative investment fund manager, it has applied the best execution rules applicable, for purposes of reducing costs and using services provided by intermediaries that have ensured minimum trading fees and have the capacity to execute trading orders. In this respect, the Company has collaborated with 7 financial investment service companies for trading shares and with 3 financial institutions for trading government bonds.
Throughout 2022, the trading activity was focused on the fields below:
Transactions with shares listed on the regulated market of the Bucharest Stock Exchange;
Transactions with shares listed on the multilateral trading system of the Bucharest Stock Exchange (SMT/AeRO);
Transactions with government bonds issued by the Ministry of Finance, denominated in both RON and EUR;
Transactions with fund units issued by investment funds;
Transactions regarding equity securities of private equity funds;
Participation in share capital increases with contributions in cash.
An important part among Transilvania Investments’ concerns consisted in the efficient correlation between portfolio investments and speculative investments for purposes of maximizing the company profit.
3.6.1 Investment activity
In 2022, the Company made investments in shares from new sectors/subsectors or sectors sub-allocated within the portfolio managed by Transilvania Investments, respectively: Financial (Banca Transilvania - TLV, Transilvania Leasing and Credit IFN TSLA), Energy (OMV Petrom - SNP), Agriculture (Holde Agri Invest - HAI), Travel and leisure (Turism, Hoteluri, Restaurante Marea Neagră - EFO). The Company also purchased government bonds issued by the Ministry of Finance with various maturities, denominated both in RON and EUR, in the context of attractive yields (YTM). Also, amounts have been invested in equity holdings in the private equity fund CEECAT Fund II SCSp with exposure to emerging Europe companies and in fund units issued by BT Maxim and FIAIR Private Commercial Fund with local equity exposure. At the same time, own shares were purchased, in compliance with the buy-back programme approved by the GMS decision of 28 April 2022.
Annual Report 2022
Sheet 28
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The investment activity carried out throughout 2022 resulted in a total investment volume of RON 186,972.58 thousand, for financial instruments denominated in RON, and EUR 7,561.02 thousand , for financial instruments denominated in EUR.
Investments in shares
The investment activity was focused on shares which have proven good liquidity, provided an attractive dividend, but also had a growth potential over the market average. Investments in shares on the local capital market, totalling RON 135,488.73 thousand, were made both on the BSE’s main market (RON 125,010.20 thousand) and on the secondary market AeRO (RON 7,992.92 thousand). No investments in shares were made in foreign capital markets.
Out of the total investments in shares amounting to RON 135,488.73 thousand , RON 2,485.61 thousand represent direct purchases by subscription in public offers in order to increase the share capital carried out by the issuers OMV Petrom (SNP), amounting to RON 2,043.83 thousand and Holde Agri Invest (HAI), amounting to RON 441.78 thousand.
Investments in bonds
Throughout 2022, Transilvania Investments purchased on the secondary market administered under the OTC regime government bonds issued by the Ministry of Public Finance, denominated both in local currency, amounting to RON 38,347.44 thousand, as well as in EUR, amounting to EUR 1,046.54 thousand.
Investments in equity holdings
For the purpose of maximizing the profit and diversifying the portfolio, the Company invested in equity holdings within the private equity fund CEECAT FUND II SCSp. Thus, in 2022, equity holdings amounting to RON 6.514,47 thousand were purchased, representing payments made in the year 2022.
The fund focuses on investments in emerging Europe, with a focus on small and medium-sized companies. Among the companies that the fund has in its portfolio, we list the following:
- Gomex d.o.o. - Serbia's leading retail chain with 200 units.
- Hermann Müller Medizintechnic GMBH - world leading manufacturer of sterilization containers and dental surgery machines, with exports to over 100 countries.
- Teda Pack EAD - the largest independent producer of thermoformed food packaging in south-eastern Europe.
- Evam Analytics Limited - the company provides real-time data analytics, enabling enterprises to take automated action and achieve business goals. Its platforms are mainly used in the banking and telecommunications industry, as well as in retail and transport;
- Modulo Decorative Solutions SRL, Modulo Stone SRL and Modulo SAS - European leader in wall cladding solutions using stone products.
- TURK Elektronik Para A.S. (‘Param’) and TURK Finansman A.S. (‘Kredim’) - Turkey's largest independent provider of non-banking payment services.
Investments in fund units
As part of the same strategy of investment diversification across as wide a range of instruments as possible, throughout 2022, fund units totalling RON 10,350 thousand were purchased within the Funds BT Maxim and FIAIR Private Commercial Fund with local equity market exposure.
Annual Report 2022
Sheet 29/66
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Investments in own shares
Under the share buy-back programme, approved through the EGMS Resolution of 28 April 2022, referring to a total volume of 20,000,000 shares, 10,000,000 own shares were purchased in 2022, under the first stage of the program, amounting to RON 2.786,40 thousand.
Considering all of the above, the financial investments made by Transilvania Investments in 2022 are as follows:
Investment value
Financial investments
RON
% of total financial investments (RON)
Total, of which:
186,972,575.65
100.00%
Shares, total, of which:
135,488,731.79
72.46%
Acquisitions on the BSE regulated market, including direct financial investments
125,010,195.56
66.86%
Acquisitions on the BSE multilateral trading system (SMT/AeRO), including direct financial investments
7,992,921.83
4.27%
Acquisitions on the BSE regulated market, through subscription in share capital increase public offer
2,043,830.20
1.09%
Acquisitions on the BSE multilateral trading system (SMT/AeRO), through subscription in share capital increase offer
441,784.20
0.24%
Government bonds, of which:
38,347,444.16
20.51%
Acquisition of government bonds in EUR
38,347,444.16
20.51%
Fund units, total, of which:
10,349,999.52
5.54%
Acquisitions of fund units on the domestic market
10,349,999.52
8.28%
Own shares
2,786,400.18
1.49%
Investment value
Financial investments
EUR
% of total financial investments (EUR)
Total, of which:
7,561,018.32
100.00%
Government bonds, of which:
1,046,544.52
13.84%
Acquisition of government bonds in EUR
1,046,544.52
13.84%
Equity holdings, total, of which:
6,514,473.80
86.16%
Acquisition of equity holdings in EUR
6,514,473.80
86.16%
Notes: The equity holdings are amounts paid throughout the year 2022 in the CEECAT FUND II SCSp fund's capital drawdowns.
3.6.2 Divestment activity
Throughout 2022, the divestments aimed at the acceleration of the portfolio restructuring (based on liquidity criteria), the marking of some speculative operations and the sale of some listed shareholdings characterized by high liquidity, conditioned by market situation.
Thus, share packages purchased on the FVTPL short-term portfolio were sold, namely BRD Groupe Societe Generale S.A. (BRD), Bursa de Valori București S.A. ( Bucharest Stock Exchange) (BSE), GoCab Software S.A. (CAB), Digi Communications S.A. (DIGI), Sphera Franchise Group S.A. (SFG), Banca Transilvania S.A. (TLV) and OMV Petrom S.A. (SNP). In line with portfolio restructuring efforts, share packages held in the following companies were sold: Gastronom S.A. (GAOY), Armax Gaz S.A. (ARAX), Arobs Transilvania Software S.A. (AROBS), BRD Groupe Societe Generale S.A. (BRD), Electromagnetica S.A. (ELMA), Fondul Proprietatea S.A. (FP), OIL Terminal S.A. (OIL), Societatea de Investiții Financiare Oltenia S.A. (SIF5), S.N.G.N. Romgaz S.A. (SNG) and S.N. Nuclearelectrica S.A. (SNN).
The revenues from the sale of shares listed on the Bucharest Stock Exchange totalled RON 112,718.75
Annual Report 2022
Sheet 30
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thousand, of which RON 96,500.33 thousand on the regulated market of Bucharest Stock Exchange and RON 16,218.43 thousand on the AeRO market.
Government bonds, denominated in RON, purchased on the FVTPL short-term portfolio, were also capitalized through sale transactions, for which the amount of RON 14,032.59 thousand was collected.
Also, throughout 2022, revenues amounting to RON 30,007.19 thousand were generated from sales of fund units, by redeeming the units in the intervals opened by the fund managers.
Thus, throughout 2022, instruments traded on the capital market, including fund units, with a total amount of RON 156,758.54 thousand were capitalized.
Sales value
Financial dinvestments
RON
% of the total sales (RON)
Total, of which:
156,758,538.68
100.00%
Shares, total, of which:
112,718,754.72
71.91%
Sales on the BSE regulated market
96,500,326.14
61.56%
Sales on the SMT/AeRO market
16,218,428.58
10.35%
Government bonds, of which:
14,032,590.02
8.95%
Sale of government bonds in RON
14,032,590.02
8.95%
Fund units, total, of which:
30,007,193.94
19.14%
Sales of fund units on the domestic market
30,007,193.94
19.14%
3 .7 Main results of the assessment of the Company’s activity
According to the balance sheet as at 31 December 2022, the statement of assets, liabilities and shareholders’ equity is as follows:
- thousand RON -
Balance on:
Indicators
31 December 2022
31 December 2021
Fixed assets - total
1,345,895
1,443,224
Current assets - total
79,411
48,365
Prepaid expenses
787
339
Liabilities - total
65,825
107,516
Provisions - total
2,105
4,250
Shareholders’ equity - total
1,358,163
1,380,163
A key indicator regarding the performance of an alternative investment fund is the net asset value (NAV), value which is calculated in accordance with the provisions of the F.S.A. Regulation no. 9/2014.
The statement of the Company’s assets and liabilities, respectively the report on the values of N.A.V. and N.A.V. per share, is prepared monthly, for the end of the last day of the month, in the format requested by the F.S.A. (according to Annex 10 to the F.S.A. Regulation no. 7/2020). The net asset is calculated by the Company, certified by the depository company BRD Groupe Societe Generale S.A. Bucharest and sent to the F.S.A. and Bucharest Stock Exchange, by the 15 th of the following month, at the latest, and published on the company website.
The monthly value of the Company’s net asset is determined as the difference between the total value of the assets held and the sum of the Company’s liabilities and deferred income.
Annual Report 2022
Sheet 31/66
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The net asset value as at 31 December 2022, as compared to the similar period of the previous year, has performed as follows:
-RON-
Value as at:
Evolution (%)
Indicators
31.12.2022 *)
31.12.2021 *)
2022 /2021
Total assets – calculated value
1,426,093,063
1,491,929,592
95.52
Total liabilities - calculated value
65,824,591
113,126,939
57.36
Calculated net asset -RON-
1,358,162,932
1,378,802,653
98.65
-RON/ share-
0.6310
0.6407
98.64
*) Calculated according to the internal procedure, compliant with the F.S.A. Regulation no. 9 / 2014, procedure that can be consulted on the company’s website:
www.transilvaniainvestments.ro.
General valuation elements
Statement of profit and loss and execution of the revenue and expenditure budget
The structure of the revenues generated by the company from the current activities, by categories of activities, and the achievement of the objectives provided in the budget approved for the financial year 2022 are as follows:
- thousand RON -
Indicators
REB
2022
Results
2022
Differences from REB 2022
Achievement degree %
Dividend income
80,000
107,806
+27,806
134,75
Gain / Loss from financial assets
9,500
(34,189)
-43,689
-
Other operating income
8,350
17,723
+9,373
212,25
Net operating income
97,850
91,340
-6,510
93,35
Personnel expenses
(16,000)
(10,611)
-5,389
66,32
Stock Option Plan Expenses
(9,800)
(1,546)
-8,254
15,77
Commission expenses
(2,500)
(2,258)
-242
90,32
Other expenses
(18,360)
(13,773)
-4,587
75,01
Total expenses
(46,660)
(28,188)
-18,472
60,41
Profit before tax
51,190
63,151
+11,961
123,36
According to the data provided, the net operating income achieved in the financial year 2022 is by RON 6.51 million lower as compared to the one provided for in the revenue and expenditure budget for 2022.
The operating expenses as at 31 December 2022 totalize RON 28.19 million, being by RON 18.47 million lower than those provided in the revenue and expenditure budget for 2022, of which:
Personnel expenses
=
RON 12,157 thousand, representing 43.13% of the total (62.64% in 2021);
Commission expenses, of which:
=
RON 2,258 thousand, representing 8.01% of the total (6.29% in 2021);
Trading commissions afferent to
share sales
=
RON 328 thousand, representing 1.16% of the total (1.38% in 2021);
Taxes and duties
=
RON 500 thousand, representing 1.78% of the total (0.91% in 2021);
Sponsorships and patronage
=
RON 354 thousand, representing 1.26% of the total (1.54% in 2021);
Other operating expenses
=
RON 10,441 thousand, representing 37.04% of the total (21.85% in 2021);
During the financial year 2022, the cost/revenue ratio, i.e. the share of total expenses in the total revenues was 30.86 %, increased by 5.50 %, as compared to the share registered in the previous year (25.36 %).
Annual Report 2022
Sheet 32
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The profit before tax as at 31 December 2022 is of RON 63.15 million, by RON 11.96 million higher than the one provided for in the revenue and expenditure budget afferent to the entire financial year.
The result per share (net profit/share) recorded in the financial year 2022 amounts to RON 0.0295, lower by RON 0.0152 as compared to the one achieved in the previous year.
Market share (%)
This indicator is not relevant for a retail investor alternative investment fund, whose main activities are portfolio management and risk management. Transilvania Investments acts on the financial market as a portfolio investor in financial instruments, instruments which may be either listed on a market or unlisted. The investment objective of Transilvania Investments is to maximise the aggregate returns obtained by current and potential shareholders through investments made by the company.
Cash and cash equivalents (amounts available in bank accounts, petty cash and other values)
Cash and cash equivalents (cash flows) in balance as at 31 December 2022 are worth RON 47.174 thousand, out of which:
Cash available in RON, in bank deposits
RON 44,346 thousand
Cash available in RON, in current bank accounts or petty cash
RON 867 thousand
Cash available in EUR and USD, in current bank accounts
RON 1,961 thousand
Assessment of the technical level of the Company
The Company has the appropriate technical equipment to comply with its activity scope and it permanently cares for its renewal and maintenance to ensure the best operating conditions.
In 2022, Transilvania Investments has planned and started a process of IT infrastructure transformation, so that it improves service delivery and access to IT resources regardless of location, transparently and securely in line with ISO 27001.
Transilvania Investments has taken the necessary and useful measures so that the activity carried out by the company is not affected by the situation generated by the COVID 19 pandemic, as it was manifested during the first months of 2022. Thus, the company’s Plan for the business continuity included clear measures, which involved, among others, measures taken in order to reduce the effect of occurrence of the risk induced by the pandemic, work from home, telework activities, testing the use of remote IT resources and the acquisition of mobile systems to ensure business.
The business continuity and emergency plan, evaluated every six months by the Executive Board and the Supervisory Board, revealed that the company's business has been carried out under the sign of continuity, without identifying related incidents/risks.
Assessment of the technical-material supply activity (local sources, import sources)
For the proper running of its activity, the company has the adequate premises and equipment; the supply of consumables, inventory objects, energy, water, gas and other necessary material is performed through domestic companies (local sources).
The information regarding the acquisition of financial, tangible and intangible assets are presented at item 3.6.1 - investment activity.
Assessment of the sale activity
Information on the sale/disposal of financial assets held in portfolio (disposed financial investments) is provided under item 3.6.2 - divestment activity.
Assessment of the aspects related to the employees/personnel of the company
Number of employees and their training level, and also the rate of trade union membership of the workforce
At the end of 2022, the actual number of employees was 38, of which 34 employees with higher education and 4 employees with secondary education.
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The average number of employees in 2022 was of 39, with 3 employees more than the average number registered in the previous year.
Of the employees with higher education, one person has a PhD in Law, several employees have international certifications and a significant number of employees attended or are currently attending postgraduate and master studies in areas such as: financial and banking management, accounting, internal audit, financial analysis, valuation, business administration, finance-banking-capital markets, business law, human resources management, cyber security. Most of the employees with higher education attended in 2022 continuous vocational training programs for the purpose of developing the vocational skills and increasing the performance.
The company does not have a trade union; the employees are represented during the negotiation of the collective labour agreement by one representative elected by the employees, according to the law.
Description of the relations between the members of the Executive Board and the employees and also
any conflict elements which characterize these relations
The relations between the Executive Board members and the company employees are based on communication, involvement and team spirit, compliance with the work rules and procedures established by the internal rules, the job description and the Internal Regulation.
Assessment of the aspects related to the impact of the company’s main activity on the environment
The Company is engaged exclusively in activities specific to closed-end investment companies, its main field of activity being the NACE Code 649 - Other financial intermediation, except insurance and pension funding activities. As such, the company's activity does not have a significant direct impact on the environment. However, Transilvania Investments is constantly concerned about environmental protection aspects.
Separate collection is an already successfully implemented activity. Sorted hazardous and non-hazardous waste, including WEEE, is handed over for recovery to specialised companies. Utility consumption is tracked on an ongoing basis and investments in the building and related installations and equipment are made considering the impact they have in reducing these consumptions. The reduction in electricity consumption was also achieved by replacing computing equipment and lighting sources with new, low- consumption ones.
In order to protect the environment, as part of the responsible development policy of Transilvania Investments, the legislation in force in Romania is considered, as well as the European norms that regulate the policies for the protection of the working environment, the management of waste resulting from the activity and the protection of the premises where the activity takes place. The company has procedures in place to regulate the recovery and recycling of waste resulting from its day-to-day operations. Given the specific nature of the Company business, the waste resulting from the activity carried out is mainly paper waste. They are deposited by employees in specially designated areas and the person in charge of managing the premises regularly ensure their disposal in order to use this waste for recycling. As a result of internal procedures implemented to reduce unnecessary paper consumption and the digitalization of internal processes, paper consumption has decreased significantly.
Annual Report 2022
Sheet 34
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Perspective elements regarding the company’s activity
After two years of the COVID-19 pandemic causing changes in the way companies adjust their business development goals and expectations, in 2020-2021, the year 2022 brought new, perhaps even more difficult, setbacks. Although the beginning of the year brought easing prospects of pandemic restrictions, they were overshadowed by a much more difficult situation, namely the Russian invasion of Ukraine, which became visible immediately on financial markets. The consequences of the conflict include worsening supply flow aspect, a significant increase in energy prices, which subsequently led, among other things, to an accelerated rise in inflation and a series of measures to reduce inflation.
While the Romanian Government has taken measures to support the population in coping with the sustained increase in energy prices through various aid schemes or price caps, the National Bank of Romania has taken measures to ensure price stability for the medium term, i.e. an accelerated increase in the monetary policy rate, and is aligned internationally with other central banks, as, for instance, the US Federal Reserve, the European Central Bank or the Bank of England, which have declared war against inflation. Moreover, among the causes of high inflation we can identify, in addition to the effects of the conflict at the Romanian border, the stimuli used to prevent the economic effects generated by the pandemic and the fact that, throughout 2021, the main approach of the central banks was to consider this as a transitional period, especially regarding inflation, which subsequently led to an uncontrolled increase in inflation, with an acceleration during 2022. Currently, the main resources are directed towards tempering the level of inflation through interest rate hike which do not yet seem to have reached a peak, although financial markets had integrated at least a slight moderation of hikes at the beginning of 2023, but in the context of a better-than-expected performance of the economy, the likelihood that central banks will continue the hikes remains high.
For the following period we expect financial markets to be characterised by uncertainty, as expectations at the end of last year were gloomy, the risk of a recession was high and macro signals were putting pressure on economic growth and therefore on companies' financial results Expectations improved as we went through a mild winter, which allowed the easing of energy prices and, therefore, a slight moderation in inflation. It is precisely because of these rapid changes in the markets' perception of the economies that uncertainty sets in, which, as a first effect, causes market liquidity to suffer, as investors are waiting for events to indicate when central banks would be willing to stop raising interest rates.
Thus, the prospects for 2023 are expected to be moderate, but slightly better-than-expected at the end of last year, leading Transilvania Investments to adjust its lines of action to comply with the strategies and objectives approved by its shareholders. The business carried out by Transilvania Investments and, implicitly, the evolution of the portfolio managed remains connected to the internal, as well as the external macroeconomic context. This is also emphasized by the objectives set out in the Investment policy statement for 2020-2024, i.e. the goal of turning the managed portfolio into a proxy for the overall evolution of the local economy, by specifically taking advantage of the potential provided by a number of sectors considered strategic, such as the financial, tourism and real estate sectors.
The Governement bonds from Transilvania Investments portfolio, purchased as a tool for expansion or protection against stock market declines, can provide an attractive yield should the Romanian economy suffer, and if inflation continues to rise, their yields can provide protection against capital erosion. The high liquidity of these securities ensures a much faster freedom of movement by generating cash available to be used according to the opportunities that may arise in the market throughout the year.
Moreover, Transilvania Investments will actively manage the Company’s liquidity conditions in the light of the general economic context and specific market situation, acting so that the main objectives provided in the Investment Policy Statement 2020-2024, the Strategy for 2020-2024 and the Revenue and expenditure budget for the year 2023 are met. Through the main action lines, the restructuring of the managed portfolio, the maintaining of the company’s status as an investment entity which measures and evaluates the performance of its investments on a fair value basis and the strategy on shareholder remuneration will be carried on.
Annual Report 2022
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4. TANGIBLE ASSETS
At the end of 2022, the company owns tangible assets necessary for the performance of its activity under normal conditions, with a total accounting value (fair value) of RON 18,030 thousand, having the following structure:
- thousand RON -
Group
Denomination
Fair value
31 December 2022
1
Constructions
11,184
2
Technological equipment, means of transportation and measuring and control devices and equipment
962
3
Furniture, office equipment, human value protection systems etc.
196
4
Tangible assets in progress and advance payments
1,284
5
Lands
4,404
Total
18,030
Tangible assets are recorded in the accounting books at historical cost adjusted with the differences resulted from the carried-out revaluations, by complying with the alterative valuation rules provided in the applicable Accounting Regulations. The latest revaluation was conducted on 31 December 2022, by a third party, an authorized independent appraiser, the results of the revaluation being included in the annual financial statements prepared and provided in the report for the financial year 2022.
Location and characteristics of the main tangible assets owned by the company
The main tangible assets owned by the company are represented by constructions. The company owns two buildings, i.e. the main headquarters and the Bucharest building, which are located as follows:
Address
Description
Headquarters
Braşov, str. N. Iorga nr. 2
Building: basement + ground-floor + 3 floors + attic
Real-estate property, Bucharest.
Bucharest, str. M. Rosetti nr. 35
Building: ground-floor + floor + attic
The company rented the building located in Bucharest and, in accordance with the provisions of IFRS 16, starting with December 2021, the value of the respective property is highlighted under the category Investment property .
Estimated useful life of the properties of the company
Group
Denomination
Estimated useful life (years)
1
Constructions
10-50
2
Technological equipment, means of transportation and measuring and control devices and equipment, of which:
x
2.1
- technological equipment
6-10
2.2
- measuring, control and adjusting devices and equipment
3-5
2.3
- means of transportation
4-6
3
Furniture, office equipment, human value protection systems etc.
3-10
Tangible assets are subject to linear depreciation during the useful life estimated by a technical commission, considering both their utility for the company and the provisions of the Government Decision no. 2139/2004 for the approval of the Catalogue regarding the classification and the normal period of operation of fixed assets.
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Sheet 36
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Indication of potential issues related to the right of ownership of the company over the tangible assets
There are no issues related to the right of ownership over the tangible assets owned by the company. The company does not have any pledged or mortgaged assets.
5. MARKET OF THE SECURITIES ISSUED BY THE COMPANY
Market on which the company’s issued shares are negotiated
As of 1 November 1999, the shares issued by the company are traded on the Bucharest Stock Exchange, in the PREMIUM Category. On 14 March 2022, the first trading session of the company’s shares under the new symbol TRANSI (previous symbol SIF3) took place, as a result of the change in the company name and of conducting a rebranding process. Currently, the shares issued by the company are not traded on other markets.
According to the legal provisions, the record of Transilvania Investments Alliance shareholders and the shares held by them is kept, under a service agreement, by Depozitarul Central S.A., a company headquartered in Bucharest, Bulevardul Carol I nr. 34-36.
Description of own shares buy-back activities
The Extraordinary General Meeting of Shareholders as at 28 April 2022 approved the carrying-out of a programme for the buy-back by the company of its own shares, in accordance with the applicable legal provisions, under the following terms:
(i) programme size - maximum 20.000,000 shares with a nominal value of RON 0,10 per share, representing a maximum of 0.92487% of the share capital;
(ii) share acquisition price - the minimum price will be equal to the market price of the company shares on the Bucharest Stock Exchange at the time of the acquisition, and the maximum price will be RON 0.49 per share;
(iii) validity of the program - a period of maximum 18 months from the date of publication of the E.G.M.S. resolution in the Official Gazette of Romania, Part IV;
(iv) payment of bought-back shares - from available reserves (excluding legal reserves) recorded in the last approved annual statements;
(v) scope of the programme : distribution of bought-back shares, free of charge, to the members of the Supervisory Board, the Executive Board and identified staff, within a Stock Option Plan program, in accordance with the remuneration policy approved at company level.
(vi) granting a mandate to the Executive Board to carry out this resolution.
Based on the above-mentioned EGMS resolution, the company run the first stage of the buy-back programme, between 18 August 2022 - 6 December 2022, under which it bought back 10,000,000 own shares, representing 0.4624% of the share capital, for an average price of RON 0.27864/share, totalling RON 2,786,400.01.
Subsequent to the end of the 2022 financial year, the Company started the second stage of the buy-back programme, in compliance with the EGMS Resolution no. 1/28.04.2022 and the Executive Board Decision of 06.01.2023. Under this stage, carried out between 9 January 2023 16 November 2023, the Company intends to buy-back a maximum of 10 million own shares. Detailed information regarding the buy-back programme is available on the Company’s website, in section Investor relations/Buy-back notifications 2022/2023 .
Shareholder structure
According to the data provided by Depozitarul Central S.A. Bucharest, on 31 December 2022, the shareholding of Transilvania Investments had the following structure:
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Shareholders
Number of shareholders
Number of shares
held
% held of the share capital
Individuals, total, of whom:
6,959,924
1,089,287,584
50.37
Residents
6,957,480
1,076,815,267
49.79
Non-residents
2,444
12,472,317
0.58
Legal entities, total, of which:
241
1,073,156,213
49.63
Residents
218
1,035,378,765
47.88
Non-residents
23
37,777,448
1.75
Total shareholders, of which:
6,960,165
2,162,443,797
100.00
Residents
6,957,698
2,112,194,032
97.68
Non-residents
2,467
50,249,765
2.32
Indication of the number and nominal value of the shares issued by the company and held by
subsidiaries
Considering the definitions provided in the Law no. 24/2017 on issuers of financial instruments and market operations , regarding the concept of ‘subsidiaries’, please note that, as at 31 December 2022, the company holds in portfolio stakes representing 50% and over 50% of the share capital of 25 companies, as described in Annex no. 1 to this Report.
As at 31 December 2022, none of these subsidiaries owns shares issued by the company (it is not shareholder of Transilvania Investments).
List of the persons affiliated to the company
The list of the company's management staff, respectively the members of the Executive Board and of the Supervisory Board and the detailed information regarding them, are presented at item 7.1. and item 7.2. in the Corporate Governance statement below.
The list of companies in which Transilvania Investments holds a control position (subsidiaries) as at 31 December 2022 is presented in Annex no. 1 to this report.
The list of companies in which Transilvania Investments holds has a significant influence (associates) as at 31 December 2022 is presented in Annex no. 2 to this report.
Information on the issuance of bonds and/or other debt instruments, presentation of the way in which
the company honours its obligations towards holders of such securities
The company has not issued bonds and/or other debt instruments, and, therefore, on 31 December 2022, no obligation of this nature is reflected into the annual financial statements.
6. FINANCIAL AND ACCOUNTING STATEMENT
As of 1 January 2015, by applying the amendments to IFRS 10, IRFS 12 and IAS 27, Transilvania Investments complies with the conditions provided by the definition of the investment entity and, consequently, the company does not have to consolidate its subsidiaries as of 1 January 2015.
Within the process of regular revaluation of the status of investment entity of the company, Transilvania Investments has analysed whether the terms for its classification as an investment entity are complied with also for 2022. Therefore, the key elements defining the company as an investment entity were reviewed (investment related services, purpose of the activity, analysis of the exit strategy and of the investment results, measurement at fair value), and also the extent to which the typical characteristics of an investment entity are complied with (it holds more than one investment, has more than one investor, non- affiliated investors the shares issued by the company do not belong to the company’s subsidiaries, it
Annual Report 2022
Sheet 38
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owns holdings in equity in the form of equity or similar interests). It was concluded that also for 2022, Transilvania Investments complies with the conditions of classification as an investment entity.
The statement of financial position as at 31 December 2022 is as follows:
RON
Indicators
31 .12.2022
31.12.2021
31.12.2020
Cash and cash equivalents
47,173,996
47,862,487
70,509,230
Financial assets at fair value through profit or loss
646,510,745
706,841,055
643,472,124
Government bonds at fair value through profit or loss
31,653,276
-
-
Financial assets at fair value through other comprehensive income
669,338,157
711,396,334
569,320,156
Financial assets at amortized cost
6,719,070
7,694,516
565,462
Other assets
951,713
1,605,185
709,698
Intangible assets
82,473
120,024
89,986
Tangible assets
18,029,683
12,734,077
14,805,752
Investment property
2,119,862
2,066,451
-
Right-of-use assets under leases
3,514,086
1,609,463
805,298
Total assets
1,426,093,062
1,491,929,592
1,300,277,705
Financial liabilities
26,908,594
40,878,905
44,013,728
Bank loans
-
-
39,951,153
Leasing liabilities
3,988,871
1,761,619
718,324
Deferred tax liabilities
30,129,459
49,473,069
42,943,700
Current income tax liabilities
3,650,349
14,587,916
132,456
Other liabilities
1,147,317
5,065,430
2,210,142
Provisions for risks and expenses
2,105,540
-
86,955
Total liabilities
67,930,130
111,766,939
130,056,458
Share capital
216,244,380
216,244,380
216,244,380
Retained earnings
206,004,942
206,411,822
67,347,597
Revaluation reserve on financial assets at fair value through other comprehensive income
133,897,466
254,484,622
217,865,635
Tangible assets revaluation reserve
15,602,907
11,979,484
11,991,040
Other reserves
784,291,364
691,314,508
656,772,596
Own shares
(2,786,400)
(4,522,164)
-
Employee and management benefits in the form of equity instruments
4,908,273
4,250,000
-
Total equity
1,358,162,932
1,380,162,653
1,170,221,247
Total liabilities and equity
1,426,093,062
1,491,929,592
1,300,277,705
Statement of profit or loss and other comprehensive income as at 31 December 2022 is as follows:
RON
Indicators
31.12.2022
31.12.2021
31.12.2020
Dividend income
107,805,920
32,915,652
39,997,694
Bank interest income
1,259,682
648,723
629,891
Interest income from bonds and government bonds classified as financial assets at fair value through the profit or loss account
638,889
-
46,506
Net gain/(loss) from financial assets at fair value through profit or loss
(34,188,741)
87,550,963
(381,414)
Other operating income
15,824,187
7,076,232
11,605,698
Net operating income
91,339,937
128,191,570
51,898,376
Personnel expenses, total:
(12,157,454)
(20,482,083)
(10,848,150)
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Personnel remuneration expenses
(14,565,223)
(11,982,083)
(10,848,150)
Stock Options Plan Expenses
(1,545,798)
(4,250,000)
-
Variable remuneration provision expenses
-
(4,250,000)
-
Income from the reversal of the provision for benefits to employees, members of the Executive Board and the Supervisory Board
3,953,567
-
-
Commission expenses
(2,257,533)
(2,058,120)
(1,533,934)
(Loss)/Reversal of loss from assets impairment
208,904
(1,626,215)
373,711
Operating expenses
(11,294,501)
(7,623,130)
(6,990,533)
Financing costs
(878,469)
(908,300)
(266,849)
Loss of provisions
(1,809,107)
-
(86,955)
Total expenses
(28,188,160)
(32,511,793)
(19,352,711)
Profit before tax
63,151,777
95,493,723
32,545,665
Income tax/(expense)
569,961
1,117,772
1,996,247
Net profit of the year
63,721,738
96,611,495
34,541,912
Other comprehensive income
Items that will not subsequently be classified to profit or loss
Net Gain (Loss) on deferred tax, on revaluation of financial assets at fair value through other comprehensive income
(88,134,703)
113,360,157
(43,193,856)
Increases/(Decreases) in the tangible asset revaluation reserve, net of deferred tax
3,623,423
241,918
93,246
Other comprehensive income of the year - total
(84,511,281)
113,602,075
(43,100,610)
Total comprehensive income of the year
(20,789,542)
208,853,570
(8,558,698)
Regarding the Statement of profit or loss statement and other comprehensive income, please note that, as of 1 January 2015, Transilvania Investments classified its financial investments in subsidiaries and associated entities as financial instruments held at fair value through profit or loss and available for sale, classification that is also found in the financial results of 2022.
Cash flow
In 2022, the Company recorded a positive cash flow, the detailed results being available in the Statement of cash flows presented below.
RON
Description
31.12.2022
31.12.2021
31.12.2020
Cash flows from operating activities-total of which:
11,155,871
22,298,736
22,940,875
Proceeds from clients
750,140
3,293
-
Payments to suppliers and employees
(18,444,643)
(12,682,138)
(12,544,771)
Proceeds from the sale of bonds/bonds reaching maturity
-
-
2,000,000
Proceeds from the sale of holdings
169,229,944
216,998,568
52,418,408
Payments for the purchase of holdings
(226,392,487)
(208,923,986)
(52,849,403)
Profit tax paid
(16,549,026)
(404,133)
(400,000)
Collected interest
2,267,719
648,722
731,639
Dividends received (net of withholding tax)
107,805,919
32,915,620
39,997,285
Payments on contributions, taxes, duties due to the state budget
(6,204,218)
(5,159,628)
(4,888,114)
Other payments related to the Company functioning
(987,424)
(1,202,832)
(1,119,174)
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Sheet 40
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Other investment-related payments (including sales brokerage fees)
(320,055)
105,250
(404,994)
Cash flows from investing activities-total, of which:
(1,947,643)
(402,705)
(603,852)
Payments for the purchase of tangible and intangible assets
(2,070,213)
(541,416)
(657,338)
Proceeds from the sale of tangible assets
122,570
138,711
53,486
Cash flows from financing activities-total, of which:
(9,896,719)
(44,542,774)
(9,544,502)
Dividends paid to shareholders (including dividend tax)
(963,988)
(3,400,934)
(49,268,511)
Short-term loans
(437,918)
(40,000,000)
40,000,000
Interest paid
(262,007)
(838,867)
(253,333)
Payments for leasing agreements
(924,230)
(302,973)
(22,657)
Payments for own shares redeemed
(7,308,577)
-
-
Net (decrease)/ increase of cash and cash equivalents
(688,491)
(22,646,743)
12,792,521
Cash and cash equivalents at the beginning of the financial year
47,862,487
70,509,230
57,716,709
Cash and cash equivalents at the end of the financial year
47,173,996
47,862,487
70,509,230
7. CORPORATE GOVERNANCE STATEMENT
Transilvania Investments ensures the implementation of the corporate governance principles provided by the Corporate Governance Code (C.G.C.) of Bucharest Stock Exchange (BSE). The company discloses, on a regular basis, its degree of compliance with the C.G.C. principles and recommendations, within the “Apply or Explain” Statement, which is included in its annual reports.
The statement of company’s compliance with the provisions of the C.G.C. as at 31 December 2022 is presented in Annex no. 4 to this Report. This corporate governance statement is supplemented by the 2022 Report of the Supervisory Board, which is presented to the shareholders together with the 2022 Activity Report prepared by the Executive Board.
In addition, the Activity report for the year 2022 includes explanations regarding the relevant events that took place in 2022 in relation with the application of the provisions of the F.S.A. Regulation no. 2/2016 on the application of the corporate governance principles by the entities authorized, regulated and supervised by the Financial Supervisory Authority , as further amended an supplemented and it is accompanied by the Statement regarding the application of the corporate governance principles as at 31 December 2022 (Annex no. 5), prepared in compliance with said Regulation.
7.1 Information on the Supervisory Board
According to the provisions of the Articles of Incorporation, Transilvania Investments is managed in a two- tier system by an Executive Board that carries out its activity under the control of a Supervisory Board. The Supervisory Board is composed of five members, individual persons, elected, by secret vote, by the Ordinary General Meeting of Shareholders for a four-year term.
The members of the Supervisory Board perform their activity based on the management contracts approved by the General Meeting of Shareholders, the Board Organisation and Operation Regulation and the Articles of Incorporation of the Company.
On 31 December 2022, the Supervisory Board of Transilvania Investments had the following members: Mr. Paul-George Prodan-Chairman, Mr. Radu Momanu - Deputy Chairman, Mr. Patriţiu Abrudan- member, Mr. Marius-Petre Nicoară - member and Mr. Constantin Frățilă - member.
Subsequent to the reporting date, in the meeting of 28 February 2023, the Supervisory Board of the company decided on appointing Mr. Patrițiu Abrudan as Chairman of the Supervisory Board and Mr. Marius-Petre Nicoară as Deputy Chairman of the Supervisory Board, as of 28 February 2023.
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The Supervisory Board members were elected by the Ordinary General Meeting of Shareholders of 4 December 2020, for a 4 years term, starting from the date when the Board members are authorised by the Financial Supervisory Authority. The members of the Supervisory Board were authorized by the F.S.A. based on Authorizations no. 69/19 April 2021 and no. 80/27 April 2021.
According to the provisions of the Company Law, all members of the Supervisory Board are non-executive members, since none of them hold an executive position within the company, the company being managed under a two-tier system.
The information on the members of the Supervisory Board can be found in the table below. The CVs of the members of the Board are available on the company website, at
www.transilvaniainvestments.ro
, in the
Section About us .
Name, age, seniority
Qualification
Professional experience
Other professional commitments and obligations
Patriţiu Abrudan (68)
Independent
Chairman as of 28 February 2023
Board member since April 2021
Economist – Faculty of Economic Sciences within Babes-Bolyai University of Cluj-Napoca
Master's Degree - Banking and Capital Markets, Faculty of Economics and Business Management, Babes- Bolyai University of Cluj- Napoca
Experience in banking, as regional director
Experience in finance- accounting, commercial and marketing
Regional Area Manager Cluj, Banca Transilvania
Marius-Petre Nicoară
(64)
Independent
Deputy Chairman as of 28 February 2023
Board member since April 2021
Engineer - Faculty of Mechanics within the Technical University of Cluj-Napoca
Bank manager
Financial management
Marketing
Public communication
High official in the Romanian Senate
Experience in local public administration
Member of the Board of Directors, FNGCIMM
Paul-George Prodan (58)
Independent
Board member since April 2021
Economist - Faculty of Finance-Accounting within Bucharest Academy of Economic Studies
Commercial and investment banker
Business development and management
Experience on financial markets, including on the capital market
Management of investment firms and financial intermediaries
Member in the Advisory Board, CEECAT (non- executive and unpaid position)
Radu Momanu (55)
Independent
Board member since April 2021
Engineer – Faculty of Electronics and Telecommunications from Polytechnical University of Bucharest
MBA - Graduate School of Management, Bucharest Academy of Economic Studies
Investment banker with complementary experience: consultant, multinational executive and entrepreneur
Experience in business development as an executive or consultant
Partner, CapitalInvest Advisory
Constantin Frățilă (62)
Engineer - Faculty of Mechanics within
Management of companies admitted to trading on a regulated market
Director of Global Building Investment S.A.
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Sheet 42
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Board member since April 2021
Board member in the intervals:
Jan. 2020 - Apr. 2021
July 2017 - Sep. 2018
Apr. 2013 - Aug. 2014
Transilvania University of Brașov
Experience in the leasing activity
Investments on capital market
Director of Kronstadt Papier Technik S.A.
Director/CEO of Alcorex Building S.R.L.
Chairman of the Association for Constructors and Investors of Dobrogea
Member of the International Scuderia Ferrari Club of F1
The above information is updated as at 28.02.2023.
In 2022, in order to meet the obligations on continuous professional training and development, established by the F.S.A. regulations, all members of the Supervisory Board participated in the program ‘Continuous professional training and development for management positions 2022’, organised by AS Financial Markets, in the interval 28 September 2022 - 8 November 2022.
In order to assess the independence of its members, the Supervisory Board has adopted the criteria provided by the Corporate Governance Code of Bucharest Stock Exchange. By reference to these criteria, on 31 December 2022, the Supervisory Board includes four independent members, as listed in the table above. Please note that, in accordance with the internal regulations of the company, each independent member of the Board must submit a statement at the time of nomination, election or re-election, and also when any change regarding their status occurs.
Transilvania Investments promotes and supports diversity within the management structure in terms of education and practical and professional experience, gender, age, geographic origin and ensures equal chances and fair treatment with respect to access to a position in the management structure. As presented in this chapter, the management structure (Supervisory Board and Executive Board) is diversified in terms of age, education and professional experience. We mention that the candidates nominated for the position of members of the Supervisory Board and Executive Board are assessed against criteria of competence and professional experience, integrity, reputation and governance, as provided by the legal regulations in force at the date of the nomination; the company does not require the candidates to meet any age or gender- related criteria.
Duties and activities of the Supervisory Board
The duties and responsibilities of the Board members are laid down by law and the Articles of incorporation of the Company and are detailed in the `Internal regulations` /’ Policies and procedures regarding the operation of Transilvania Investments Aliance S.A. as an A.F.I.M.
The main duties of the Supervisory Board are as follows:
- supervises and is responsible for the strategic management of the company and the fulfilment of the established objectives;
- approves the Company's business plan and evaluates its financial position;
- endorses the annual financial statements of the company after reviewing the report of the Executive Board;
- verifies the compliance of the management operations carried out by the members of the Executive Board with the law, Articles of Incorporation and the resolutions of the General Meeting of Shareholders;
- drafts and revises the remuneration policy of the Company so that it is consistent with the business strategy, long-term objectives and interests and includes measures to prevent conflicts of interests;
- approves the annual plan of the internal auditor and of the compliance officer;
- approve, together with the Executive Board, the risk management policy, strategy and procedures;
- analyses the adequacy, efficiency and updating of the internal control system so as to ensure its
Annual Report 2022
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independence from the company’s operational and support structures which it controls and monitors;
- analyses the adequacy, efficiency and updating of the risk management system for the efficient management of the company's assets, as well as the way the risks to which the company is exposed are managed;
- endorses the completion of any operations with a value higher than the equivalent in RON of EUR 5,000,000/operation, upon the Executive Board’s request;
- reports to the General Meeting of Shareholders, at least annually, with regards to the supervisory activity carried out.
In 2022, the Supervisory Board carefully analysed the company’s position and prospects and fulfilled the prerogatives assigned in accordance with the applicable law, the Company’s Articles of incorporation, the applicable Corporate Governance Code, the F.S.A. Regulation no. 2/2016 and the relevant internal regulations. Details regarding the activity carried out in 2022 by the Supervisory Board, the number of meetings and the attendance by each member are provided in the 2022 Report of the Supervisory Board .
The Supervisory Board is supported in its activity by a secretary, who also holds the position of secretary of the committees of the Board. The secretary is mainly in charge of facilitating the communication between the Supervisory Board and its committees and between the Supervisory Board and the Executive Board and also for summoning and organizing the Supervisory Board meetings.
Participation of members of the Supervisory Board to the Company’s share capital
On 31 December 2022, the members of the Supervisory Board held together 3,164,032 shares issued by the company, representing 0.1463 % of the share capital of Transilvania Investments, the individual shareholdings being as follows: Mr. Paul-George Prodan 618,957 shares, (0.0286% of the share capital), Mr. Radu Momanu 513,442 shares, (0.0237% of the share capital), Mr. Patriţiu Abrudan 415,651 shares, (0.0192% of the share capital), Mr. Marius-Petre Nicoară 414,583 shares (0.0192% of the share capital; and Mr. Constantin Frățilă – 1,201,399 shares (0.0556% of the share capital).
Committees of the Supervisory Board
In order to support its activity, the Supervisory Board set up a series of committees in charge with carrying out investigations and drafting recommendations to the Board, whose activity is carried out under the legal provisions and their own Organisation and Operation Regulations. In 2022, the committees of the Supervisory Board were as follows:
Audit Committee
Date of incorporation of the first audit committee: 23 May 2013
The composition of the Audit Committee as at 31 December 2022 was the following: Mr. Patriţiu Abrudan - Chairman, Mr. Radu Momanu- member and Mr. Paul-George Prodan - member. The current composition of the audit committee has been set based upon the Resolution of the Supervisory Board as of 12 May 2021.
The main duties of the Audit Committee, without limitation thereto, are as follows:
- monitors the statutory auditing of the financial statements prepared by the company in compliance with the applicable laws, as well as any reports prepared upon the request of the shareholders;
- is in charge with selecting candidates for the position of financial auditor;
- selects the internal auditor and reviews the quality of the reports prepared by it with regard to the application of the legal standards and generally accepted audit standards, assuring the Supervisory Board that the reports are compliant to the audit plan approved by the Supervisory Board for each financial year;
- ensures the business relation of the company with the financial auditor, the adequate conclusion and enforcement of the audit contract, according to the resolution of the General Meeting of
Annual Report 2022
Sheet 44
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Shareholders;
- monitors the efficiency of the internal control systems (internal audit, compliance and risk management system) adopted by the Company;
- assesses, together with the compliance officer, the conflicts of interest in relation to the transactions carried out by the company and its subsidiaries with the related parties;
- analyses the compliance of the accounting policies adopted by the Company with the applicable accounting regulations, assuring the Supervisory Board that they determine a fair and accurate presentation of the transactions made by the company in accordance with its scope of business.
Risk Committee
Date of incorporation of the first risk committee: 17 December 2014
The composition of the Risk Committee as at 31 December 2022 was the following: Mr. Constantin Frățilă - Chairman, Mr. Radu Momanu- member and Mr. Patriţiu Abrudan - member. The current composition of the risk committee has been set based upon the Resolution of the Supervisory Board as of 12 May 2021.
The main duties of the Risk Committee, without limitation thereto, are as follows:
-
assesses, on regular basis, the risk management system, based on the quarterly reports on risk assessment, and makes proposals to improve it;
-
endorses and submits recommendations regarding the implementation of the main procedures, internal regulations, investment/divestment and risk management policies and strategies;
-
reviews and submits the Board recommendations with regard to the operations whose value exceeds the Executive Board’s competence level.
Remuneration Committee
Date of incorporation of the first remuneration committee: 23 May 2013
The composition of the Remuneration Committee as at 31 December 2022 was the following: Mr. Paul- George Prodan Chairman, Mr. Marius-Petre Nicoară Member and Mr. Radu Momanu– Member. The current composition of the remuneration committee has been set based upon the Resolution of the Supervisory Board as of 12 August 2021.
The main duties of the Remuneration Committee, without limitation thereto, are as follows:
- revises, reports, gives advice and prepares the decisions on remuneration, assists the Supervisory Board in fulfilling its duties and responsibilities with regard to the remuneration policy and monitors/supervises the remunerations of the members of the Executive Board;
- analyses and submits proposals for the Supervisory Board regarding the total annual variable remuneration package within the company, according to the Remuneration Policy;
- proposes performance objectives for granting cash remuneration or proposes objectives for granting shares under the Stock Option Plan (S.O.P.) programs;
- annually assesses the performance of the Executive Board members and the individuals holdings key functions and makes proposals to the Supervisory Board regarding their remuneration.
Nomination Committee
Date of incorporation of the first nomination committee: 8 January 2016
The composition of the Nomination Committee as at 31 December 2022 was the following: Mr. Paul- George Prodan Chairman, Mr. Constantin Frăţilă– Member and Mr. Patriţiu Abrudan - member– Member. The current composition of the nomination committee has been set based upon the Resolution of the Supervisory Board as of 12 August 2021.
The main duties of the Nomination Committee, without limitation thereto, are as follows:
-
drafts the assessment and selection policy, including the criteria for the independence assessment, for the candidates to the Supervisory Board, for the appointment of provisional members of the Supervisory Board and for the appointment of members of the Executive Board, as well as of the
Annual Report 2022
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individuals holding key positions, so as to ensure compliance with the applicable legal provisions and the company’s Articles of Incorporation, policy that will be subject to the approval of the Supervisory Board;
-
properly implements the approved selection and assessment policy;
-
makes recommendations regarding the nomination of the candidates for the Supervisory Board, the provisional members of the Supervisory Board, the members of the Executive Board and of the individuals holding key-positions, in compliance with the applicable legislation;
-
assesses at least annually, the independence of the Supervisory Board members;
-
assesses the compliance by the members of the Supervisory Board and Executive Board, the provisional members of the Supervisory Board and the individuals holding key-positions with the specific criteria provided by the capital market regulations, in view of their approval by the F.S.A. and monitors the compliance with such criteria throughout the exercise of the functions.
Details regarding the activity carried out in 2022 by the committees of the Supervisory Board, the number of meetings and the participation of each member in such meetings are provided in the 2022 Report of the Supervisory Board . Furthermore, the detailed activity of the Remuneration Committee is presented in the Annual report of the remuneration committee , enclosed to the Supervisory Board Report, drawn up in accordance with the provisions of the F.S.A. Regulation No 2/2016 on the application of corporate governance principles by entities authorized, regulated and supervised by the Financial Supervisory Authority.
7.2 Information on the Executive Board
The Executive Board of Transilvania Investments ensures the actual management of the Company. In accordance with the provisions of the Articles of incorporation, the Executive Board shall comprise of three members, who are appointed by the Supervisory Board, one of whom is appointed Executive President and two of whom are appointed Executive Vice-President.
The term of the members of the Executive Board is granted for a 4-year period that can be extended for additional 4-year periods.
The members of the Executive Board perform their activity based on the mandate contract (signed on behalf of the Company by a member of the Supervisory Board appointed for this purpose), the Organisation and Operation Regulation of the Executive Board and the Articles of Incorporation of the Company.
The members of the Executive Board must meet the requirements stipulated by the law, as well as those regarding professional competence, relevant experience, integrity, good reputation and governance, provided by the applicable F.S.A. regulations and included in the Procedure regarding the assessment of the preliminary and continuous adequacy of the members of the management structure and of the persons holding key functions within Transilvania Investments. The members of the Executive Board are subject to authorisation from the Financial Supervisory Authority.
Members of the Executive Board
During 1 January 2022 - 25 August 2022, the Executive Board comprised of Mr. Radu-Claudiu Roșca - Executive President and Mr. Theo-Dorian BUFTEA - Executive Vice-President.
As a result of the F.S.A. Authorisation no. 128/25 August 2022, by which the changes in the Transilvania Investments management have been authorized as a result of the appointment of Mrs. Stela Corpacian, as member of the Executive Board, according to the Supervisory Board Resolution no. 3/14 July 2022, the Transilvania Investments Executive Board comprises of Mr. Radu-Claudiu Roșca Executive President, Mr. Theo-Dorian Buftea - Executive Vice-President and Mrs. Stela Corpacian- Executive Vice-President.
The current term of the members of the Executive Board expires on 20 April 2024.
The information on the current members of the Executive Board is provided in the table below.
Annual Report 2022
Sheet 46
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The CVs of the members of the Executive Board are available on the company website, at
www.transilvaniainvestments.ro
, in the Section About us .
Name, age, position, seniority
Qualification
Professional experience
Other professional commitments and obligations
Radu-Claudiu Roșca (50)
Executive President
Member since June 2020
Economist – Faculty of Economic Sciences from Western University of Timișoara
MBA, CNAM Paris-ASE Bucharest – FSEGA Cluj
Financial Auditor
Internal auditor/Audit Manager/Audit Committee Chairman of private pension fund management companies, insurance companies, banks, investment management companies, leasing companies
Chief Financial Officer/Financial Manager/member of Board of Directors of various companies and regulated entities (Depozitarul Central)
Derivative financial instruments broker
Chairman of the Executive Board of Șantierul Naval S.A. Orșova
Sole Administrator of Turism Lotus Felix S.A. Băile Felix
Member of the Board of Directors, Depozitarul Central (elected by the OGMS of 09.02.2023, pending the FSA authorization)
Censor of Clubul Întreprinzătorului Român Foundation and of the Babes-Bolyai University - Executive Education (UBB- EE) Foundation
Theo-Dorian Buftea (50)
Executive Vice-President
Mmember since November 2021
Economist – Faculty of Finance-Banks from Titu Maiorescu University of Bucharest (Bachelor’s degree from Bucharest Academy of Economic Studies)
EMBA - ASEBUSS, Romanian School of Business
Finance instruments trader, cash sales specialist, interest rate derivatives specialist, foreign exchange options specialist
Treasury Manager/Deputy CEO and member of the Executive Board/ Treasury & Financial Markets Manager/Financial Institution Sales Manager/Trading Analyst for various banking institutions
-
Stela Corpacian (42)
Executive Vice-President
Member since August 2022
Economist – Chișinău Academy of Economic Studies
Executive MBA, WU Executive Academy
FCCA, ACCA member
CFA -3 exams
Internal auditor for integrated quality- environment and information security management systems
Auditor qualification certificate
Chief Financial and Operation Officer of energy, telecom and agro-industrial companies
Auditor and senior manager in audit firm
-
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In 2022, in order to meet the obligations on continuous professional training and development established by the F.S.A. regulations, all members of the Executive Board participated in the program ‘Continuous professional training and development for management positions 2022’, organised by AS Financial Markets, during 28 September 2022 - 8 November 2022. Moreover, Mr. Radu-Claudiu Roșca and Mrs. Stela Corpacian attended the educational event Summer School-Capital Market, 2nd edition’ , held by the Institute of Financial Studies, on 21-22 June 2022, and Mr. Theo-Dorian Buftea attended the program ‘Corporate governance creating value’, organized by ENVISIA together with B.S.E., during June-November 2022.
Duties and activities of the Executive Board
The duties and responsibilities of the members of the Executive Board are laid down by law, the Articles of incorporation of the Company and are detailed in the `Internal regulations` / ’Policies and procedures regarding the operation of Transilvania Investments Aliance S.A. as an A.F.I.M.’
The main duties of the Executive Board, but not limited thereto, are as follows:
-
is responsible for the management and proper performance of the company’s activities, including for enforcing the policies and meeting the objectives;
-
represents the company in relations with third parties;
-
establishes the strategy and policies for the development of the Company, including the organisational chart, approves the work policies and procedures, the number and type of jobs and the Internal Regulation;
-
approves the conclusion of any operations which bind the company and whose value does not exceed the equivalent in RON of EUR 5,000,000/operation . For operations which exceed the threshold of EUR 5,000,000, the endorsement of the Supervisory Board shall be requested;
-
convenes the General Meeting of Shareholders whenever necessary or upon the request of entitled persons;
-
reviews and approves on an annual basis the risk management policy and the measures, procedures and techniques for its application, including the risk limit system; they shall be subsequently approved by the Supervisory Board;
-
approves and reviews on a regular basis the adequacy of the internal procedures for the adoption of investment decisions in order to ensure that such decisions are compliant with the approved investment strategies;
-
assesses, monitors and at least yearly revises the risk management systems, according to the provisions of Regulation (EU) 231/2013.
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Meetings of the Executive Board and participation of its members
In the interval 1 January 2022 - 31 December 2022, 73 meetings of the Executive Board took place, the participation of its members being as follows: Mr. Radu-Claudiu Roșca 71 meetings, Mr. Theo-Dorian Buftea – 73 meetings and Mrs. Stela Corpacian-25 meetings (in the interval September-December 2022).
The main activities performed by the Executive Board in 2022, without limitation thereto, were the following:
- making decisions regarding the management of the portfolio (sale/acquisition of shareholdings, requests to convene/supplement the agenda of the general meetings of shareholders, exercising the vote in the general meetings of shareholders of the portfolio companies, participation in corporate events - share capital increases, public offers etc.);
- approving the fair values of the financial instruments’ portfolio held by the company;
- approving the tourism sector strategy, approving the financing policy;
- convening of the general meetings of the company shareholders as at 28 January 2022 and 28 April 2022, approval of the procedures regarding their organization and conduct and the materials related to the agenda;
- approving the proposal for the 2021 profit distribution and of the revenue and expenditure budget for 2022;
- approving the reports, periodic reports, as well as of the annual and period financial statements prepared by the company in accordance with the applicable legal regulations; approval of the company's sustainability report for 2021;
- analysing the annual report on the activity performed by the compliance officer in 2021 and the investigation plan for 2022, as well as the report on risk management activity in 2021;
- approving the start of the share buy-back programme, in accordance with the EGMS Resolution no. 1 of 28 April 2022;
- updating the policies and procedures on the operation of Transilvania Investments Alliance S.A. as an A.F.I.M.;
- approving the revision of the Internal Regulations of Transilvania Investments Alliance;
- approving the revision of the Policies and procedures on the assessment of the members of the management structures and the persons holding key functions;
- approving the updated form of the Fund Rules, Simplified Prospectus and Key Information Document;
- approving the procedures for the functioning of the Investment Committee;
- performing the review of the financial asset valuation policy and procedures and disclosure to investors;
- performing the annual analysis of the fulfilment of the criteria defining Transilvania Investments as an investment entity;
- analysing the monthly and quarterly activity reports of the company departments and adopting decisions in order to increase efficiency of their activity; performing an ongoing analysis of the status of implementation by the persons/departments in charge to enforce the Executive Board’s decisions; performing an analysis of key performance indicators (KPI) achievement in the year 2022 and a KPI configuration for the year 2023;
- approving the risk reports prepared quarterly by the Risk Management Department, analysis
of the portfolio prudential diversification risk diagram and of the information regarding the market and liquidity risk, prepared by the Risk Management Department, on a monthly basis; performing an analysis on the results of stress tests/crisis simulations under normal and exceptional market conditions;
- drawing up of quarterly reports on the Company running by the Executive Board and submitting them to the Supervisory Board, for information purposes;
- submitting information, reports and responses to the Financial Supervisory Authority at the request of the authority;
- approving the Business continuity and emergency plan for 2022 and its half-yearly assessment
;
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- approving the Succession Plan for the functions reporting to the Executive Board.
Participation of the members of the Executive Board to the Company’s share capital
On 31 December 2022, the members of the Executive Board held together 1,382,876 shares issued by the Company, representing 0.0639% of the share capital of Transilvania Investments, the individual shareholdings being as follows: Mr. Radu-Claudiu Roșca - 1,241,660 shares ( 0.0574 % of the share capital), Mr. Theo-Dorian Buftea - 141,216 shares ( 0.0065 % of the share capital and Mrs. Stela Corpacian - 0 shares.
7.3 Remuneration of the members of the Supervisory Board and Executive Board
The remuneration of the Supervisory Board and Executive Board members, as well as the other categories of identified personnel, is done according to the company’s Remuneration policy approved by the Ordinary General Meeting of Shareholders. The remuneration policy was drafted in compliance with the provisions of Law no. 74/2015 on alternative investment fund managers, the ESMA Guide 232/2013 and Law no. 24/2017 on issuers of financial instruments and market operations. The remuneration policy is available on the company website, along with the result of the shareholders' vote.
According to the company’s remuneration policy, the remuneration for the members of the Supervisory Board and of the Executive Board, as well as of the other categories of identified personnel, as they are defined in the remuneration policy, has a fixed component and it may also include a variable component of the remuneration.
The fixed monthly remunerations of the Supervisory Board members were approved by the Ordinary Meeting of Shareholders of 28 April 2022, as follows: 3.5 company-average gross salaries for each member of the Board, 4 company-average gross salaries for the Deputy Chairman, and 5 company-average gross salaries for the Chairman.
The limits of the fixed monthly remuneration of the Executive Board members, stipulated in the Company remuneration policy, approved by the Ordinary General Meeting of Shareholders of 28 April 2022, are as follows: for the Executive Board President - between 7 to 9 company-average gross salaries and for the Executive Board Vice-Presidents - between 4 to 6 company-average gross salaries. The actual level of remuneration is determined by mandate contracts.
The O.G.M.S. of 28 April 2022 approved the variable remunerations for the members of the Supervisory Board and the Executive Board for the year 2021 (payable from the year 2022), as a result of meeting performance indicators (KPI) for the year 2021, approved by the O.G.M.S. of 28 April 2021.
Under the Remuneration Policy, applicable to the variable remuneration for 2021, the variable remuneration granted is paid 50% in cash and 50% in shares issued by the Company, and 50% of the variable remuneration constitutes the initial component, while the 50% difference is subject to the 3-year deferral period.
In 2022, the members of the Supervisory Board and the Executive Board, and the other categories of identified personnel were granted variable remuneration in the form of shares issued by the company, based upon the Incentive and reward plan for the identified personnel through free share grants (‘Stock Option Plan’) for the year 2021, approved by the Executive Board and the Supervisory Board and variable remuneration in cash, in accordance with the remuneration policy.
On 21 December 2022, Transilvania Investments published the Information document on the allocation of free shares to identified personnel of Transilvania Investments Alliance S.A. , namely 10,443,797 shares, comprising 0.48296% of the share capital. The shares allotted were purchased under the Share buy-back programme, approved by the E.G.M.S. Resolution no. 1 of 4 December 2020, which ran during 15-29 December 2021, through a public tender offer. The shares were allotted following the exercise of the right by the beneficiaries, after the expiry of 12 months from its granting.
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The company has submitted to the F.S.A. and published on its website the statement of the shares allotted to the persons discharging managerial responsibilities, in accordance with the provisions of Regulation (EU) No. 596/2014 and Regulation (EU) No. 522/2016.
The statement of remuneration paid in 2022 to the members of the Supervisory Board and the Executive Board is presented in the Remuneration report for the year 2022, in the Annex 6 to this Report.
7.4 Information on the total remuneration paid by Transilvania Investments in 2022 to employees,
persons holding management positions and persons whose actions have a significant impact on the risk
profile of the A.I.F.M.
Indicators/gross amounts
Amounts related to the activity performed in 2022 (RON)
Amounts actually paid in 2022 (RON)
Amounts payable during the reporting year or deferred (RON)
Number of beneficiaries
1. Remuneration granted to all Transilvania Investments Alliance personnel
16,519,186
15,631,661
887,525
53
Fixed remuneration
12,969,086
12,969,086
-
53
Variable remuneration paid excluding performance fees, of which:
3,550,100
2,662,575
887,525
24
- Cash
1,775,050
887,525
887,525
24
- Other forms (shares)
1,775,050
1,775,050
-
24
Variable remuneration paid as performance fees
-
-
-
-
2. Remuneration granted to the identified personnel
12,827,075
11,939,550
887,525
24
A. Supervisory Board members, of which:
5,262,228
4,829,217
433,011
5
Fixed remuneration
3,530,184
3,530,184
-
5
Variable remuneration paid excluding performance fees, of which:
1,732,044
1,299,033
433,011
5
- Cash
866,022
433,011
433,011
5
- Other forms (shares)
866,022
866,022
-
5
Variable remuneration paid as performance fees
-
-
-
-
B. Executive Board members, of which:
2,990,796
2,755,707
235,089
2
Fixed remuneration
2,050,440
2,050,440
-
2
Variable remuneration paid excluding performance fees, of which:
940,356
705,267
235,089
- Cash
470,178
235,089
235,089
2
- Other forms (shares)
470,178
470,178
-
2
Variable remuneration paid as performance fees
-
-
-
-
C. Control functions (risk and compliance) positions, of which:
-
-
-
-
Fixed remuneration
-
-
-
-
Variable remuneration paid excluding performance fees, of which *) :
-
-
-
-
- Cash
-
-
-
-
- Other forms (shares)
-
-
-
-
Variable remuneration paid as performance fees
-
-
-
-
D. Identified personnel according to Transilvania
4,574,051
4,354,626
219,425
17
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Investments Alliance Remuneration Policy, of which:
Fixed remuneration
3,696,351
3,696,351
-
17
Variable remuneration paid excluding performance fees, of which:
877,700
658,275
219,425
17
- Cash
438,850
219,425
219,425
17
- Other forms (shares)
438,850
438,850
-
17
Variable remuneration paid as performance fees
-
-
-
-
*) No variable remuneration afferent to the year 2021 was paid in the year 2022 for persons holding key functions.
It should be noted that staff changes during 2022 (incoming staff - 7, leaving staff - 6) did not affect the level of remuneration for the financial year 2022.
7.5 Situation of the litigations pending before the courts. Information regarding the involvement of
the members of the Supervisory Board and Executive Board in litigations or administrative procedures
At the end of the financial year 2022, the Company was involved in a significant number of litigations. The Company management considers that these litigations shall not have a significant adverse effect on the economic results and financial position of the company, as they are reflected in the annual financial statements prepared for the financial year 2022.
Throughout the financial year 2022, the number of litigations in which the Company and its management structures were involved was significantly reduced compared to the number of litigations registered in the previous year and consisted of legal actions not definitively settled, promoted since 2020 by former members of the Supervisory Board (Ștefan Szabo, Dumitru Carapiti and Gheorghe Luțac) and by the former members of the Executive Board (Mihai Fercală, Iulian Stan and Ștefan Szitas) against some decisions of the Supervisory Board.
During 2022, a single legal action was initiated between the Company and its management structures, having as object matter the claims brought by Mr. Constantin Frățilă consisting of the remuneration afferent to the capacity as Supervisory Board member, uncashed during the period his authorization was withdrawn by the FSA.
The statements of litigations in which Transilvania Investments Alliance was involved throughout 2022 having as subject matters claims, administrators liability, annulment of the company’s general meeting of shareholders resolutions, annulment of the Supervisory Board resolutions or the supervisory authority decisions is set out in the Annex 7 to this Report.
Other existing litigations concerned the defence of the interests and other patrimonial rights of the Company.
7.6 General Meeting of Shareholders and shareholders rights
The General Meetings of Shareholders of Transilvania Investments are convened by the Executive Board or upon the request of shareholders representing, individually or jointly, at least 5% of the share capital of the company.
The convening notice of the General Meeting is sent to the B.S.E. and the F.S.A. and published in the Official Gazette of Romania, Part IV, in a national daily newspaper, in a local newspaper from Brasov, and on the company’s website. The documents related to the items on the agenda of the general meetings are available to the shareholders at the company’s headquarters and on its website at least 30 days prior to the date set for the general meeting. The shareholders may obtain at the headquarters of the company, upon request and against a fee, copies of such documents or they may list them from the company’s website.
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Within 24 hours as of the date the general meeting of shareholders is gathered, the Company sends to the B.S.E. and the F.S.A. the current report on the resolutions adopted by the General Meeting of Shareholders. The GMS resolutions are published in the Official Gazette of Romania, Part IV, and on the company’s website.
Rights of the shareholders in the general meetings of the shareholders
Transilvania Investments encourages the shareholders to participate in the general meetings and endeavours to facilitate their participation in the general meetings and the full exercise of their rights as shareholders.
The rights of the shareholders regarding the general meeting of shareholders are stipulated in the legal regulations, i.e. the Company Law no. 31/1990, Law no. 24/2017 and the applicable FSA regulations.
Thus, the shareholders are entitled to attend and vote in the general meetings of shareholders, and to have access to sufficient information on the issues submitted to the approval of the general meeting.
The shareholders entitled to participate and vote in the general meetings are those registered in the Shareholders Register on the reference date established in the convening notice of the general meeting; this date may not be earlier than 30 days as of the date when the general meeting is convened.
The shareholders may attend and vote in the general meetings whether directly, through representative by means of special / general power of attorney or by correspondence, including by electronic means. The voting procedure is available to the shareholders on the company’s website, under the section dedicated to the general meeting of shareholders.
The convening notice of the general meeting includes detailed information regarding availability of the special power of attorney forms and correspondence ballot forms, as well as the deadline by which they must be sent / submitted to the company’s headquarters.
The shareholders representing together at least 5% of the share capital have the right to (1) add items on the agenda of the general meetings, provided that each item is accompanied by a justification or by a draft resolution proposed for approval by the general meeting, and (2) to present draft resolutions for the items included or proposed to be included on the agenda of the general meetings.
Furthermore, the shareholders have the right to ask questions related to items on the agenda of the general meeting. The deadline by which shareholders may exercise their rights described above is set forth in the convening notice of the general meeting.
In 2022, three general meetings of shareholders were convened, as follows:
The Extraordinary General Meeting of Shareholders of 28 January 2022 - during which the shareholders approved the change of the company's name from Societatea de Investiții Financiare Transilvania S.A. to Transilvania Investments Alliance S.A. and the amendment of the Articles of incorporation with regards to the change of the company’s name. The E.G.M.S. resolution of 28 January 2022 is available on the company website, at www.transilvaniainvestments.ro , in the section E.G.M.S. January 2022 .
The Extraordinary General Meeting of Shareholders of 28 April 2022 - during which the shareholders adopted the following resolutions:
- Approval of the amendment and supplementation of the company’s Articles of Incorporation;
- Approval of a buy-back programme of the Company’s own shares, in accordance with the applicable legal provisions, under the following terms:
i. programme size - maximum 20,000,000 shares with a nominal value of RON 0.10 per share, representing a maximum of 0.92487% of the share capital;
ii. share acquisition price - the minimum price will be equal to the market price of the company shares on the Bucharest Stock Exchange at the time of the acquisition, and the maximum price will be RON 0.49 per share;
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iii. validity of the program - a period of maximum 18 months from the date of publication of the E.G.M.S. resolution in the Official Gazette of Romania, Part IV;
iv. payment of the bought-back shares - from the available reserves (excluding legal reserves) recorded in the last approved annual financial statements,
v. scope of the programme - distribution of bough-back shares, free of charge, to the members of the Supervisory Board, the Executive Board and identified staff, within a Stock Option Plan program, in accordance with the remuneration policy approved at company level and
vi. granting a mandate to the Board to carry out this resolution.
- Ratification of the Executive Board decision no. 1/24 September 2021 approving the revolving credit agreement signed on 15 October 2021 with Banca Transilvania S.A. for the amount of RON 57 million, for a 12 months period, used for the acquisition of financial instruments and the financing of the company's current activity and the Executive Board decision no. 1/20 December 2021 approving the revolving credit agreement signed on 24 December 2021 with Banca Comercială Română S.A. for the amount of RON 90 million, for a 12 months period, used for investments.
The E.G.M.S. resolution of 28 April 2022 is available on the company website, at www.transilvaniainvestments.ro , in the section E.G.M.S. April 2022 .
The Ordinary General Meeting of Shareholders of 28 April 2022 - during which the shareholders adopted the following resolutions:
- Approval of the annual financial statements prepared for the financial year 2021;
- Approval of the distribution of the net profit achieved in 2021, in the amount of RON
96,611,494.57, for the following purpose: Other reserves - own funding sources set-up from the profit;
- Approval of the variable remuneration of the Supervisory Board members and of the Executive Board members for 2021, in accordance with the remuneration policy;
- Approval of the monthly remuneration of the Supervisory Board Members;
- Approval of the liability discharge of the Supervisory Board members for the activity carried out in the financial year 2021;
- Approval of the liability discharge of the Executive Board members for the activity carried out in the financial year 2021;
- Approval of the revenue and expenditure budget for the year 2022;
- Approval of the review of the Transilvania Investments Alliance’s Strategy for the period 2020- 2024;
- Approval of the review of the Investment Policy Statement for 2020-2024;
- Approval of the Remuneration report for the year 2021;
- Approval of the review of the Remuneration Policy of Transilvania Investments Alliance S.A., applicable from 2022.
The O.G.M.S. resolution of 28 April 2022 is available on the company website, at www.transilvaniainvestments.ro , in the section O.G.M.S. April 2022 .
Shareholder remuneration policy
Through the dividend policy promoted, Transilvania Investments aims to increase the attractiveness of TRANSI shares, by ensuring a permanent balance between the remuneration of the company shareholders and the financial resources needed to carry out the annual investment programs, in line with the medium to long-term investment objectives.
The dividend policy is adapted to and reflects the general and specific conditions of the environment in which the Company operates, namely the macroeconomic context (regional, national), the state and
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evolution of the capital market (trend, liquidity), the financial performances of the issuers in the managed portfolio and implicitly the policy of these issuers regarding the remuneration of their shareholders.
The distribution of the Company profits is submitted annually to the General Meeting of Shareholders for approval. The Company's proposal for profit distribution/dividend distribution is presented to the shareholders by the Company's Executive Board.
In the event that, in full accordance with the general macroeconomic and investment context, the Company identifies a number of investment opportunities that could lead to an increase in the net asset value and in the market price of TRANSI shares, the Company may consider proposing to allocate the entire profit to legal reserves and/or other own financing sources, based on the resolution of the general meeting of shareholders. The grounds for this decision will be set out in the annual proposal for the profit distribution.
Remuneration of shareholders in 2022
The Ordinary General Meeting of Shareholders of 28 April 2022 approved the proposal of the Executive Board regarding the distribution of the entire net profit made by the Company in the financial year 2021, in the amount of RON 96,611,494.57, to ‘Other reserves -
own financing sources set-up from profit’ , the arguments presented being the following:
- the current macroeconomic context continues to present both investment opportunities and significant challenges,
- the general trading context will continue to be affected by an increased degree of unpredictability,
- implementation of the investment strategy, focused also on medium/long term financial instruments (private equity),
- the general context specific to the strategic sectors set out in Transilvania Investments Alliance's investment policy (tourism, real estate, financial).
The Ordinary General Meeting of Shareholders of 28 April 2021 approved the distribution of the entire net profit recorded in 2020, in the amount of RON 34,541,911.98, to Other reserves - own financing sources set-up from profit’ . As a result of the above O.G.M.S. resolutions, no dividends have been granted for the years 2020 and 2021.
The situation of the dividends distributed from the net profit generated in the financial years 2018 and 2019 and paid out until 31 December 2022 is as follows:
Gross dividends distributed
Gross dividends paid
Financial year when the profit was generated
Year when
the dividend was distributed
RON/share
RON thousand
RON thousand
%
2018
2019
0.0121
26,165
17,856
68.91
2019
2020
0.0355
76,767
50,958
67.41
On 31 December 2022, the dividends pertaining to the financial years 2019 were available for payment, through Depozitarul Central and the payment agent - Banca Transilvania. The legal prescription term for the dividends pertaining to the financial year 2018, not collected by the shareholders, has been reached (24 December 2022). According to the legal provisions and those of the Articles of Incorporation of the company, the dividends related to the financial year 2019 shall be prescribed on 26 October 2023.
Shareholders entitled to receive the dividends are those registered in the Shareholders Register (held by the Depozitarul Central) on the registration date approved by the general meeting of shareholders.
The company publishes, in newspapers and on its website, press releases regarding the value of the dividends, the payment date and the payment means. This information is also available on the Depozitarul Central website:
www.roclear.ro .
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7.7 Relation with shareholders and investors
In order to facilitate the relation with the shareholders and investors, Transilvania Investments publishes on its website
www.transilvaniainvestments.ro,
, under section “Investor Relations”, the most important
information, both in Romanian and English, such as: the financial communication calendar, current and periodical reports, financial statements, information on dividends, information on the transactions carried out by the persons discharging managerial responsibilities, as well as by the persons in close connection with the latter, the net asset value etc. Furthermore, in the aforementioned section, the Company publishes a monthly newsletter to which the interested persons can subscribe directly on the company’s website.
In addition, the company publishes on its website, under the section “About us”, information/documents of interest such as: the Articles of Incorporation, the internal regulations, resumes of the members of the Supervisory Board and Executive Board, shareholding structure, shareholder remuneration policy, remuneration policy for management structures, social responsibility policy, forecast policy etc.
The company published on 6 June 2022 the updated documents related to its operation as a R.I.A.I.F., namely the Key Information Document, the Simplified Prospectus and the Fund Rules. The changes made mainly concerned the updating of the company name, the composition of the Executive Board and the financial auditor. The updated documents are available on the company's website, under “Corporate Governance” section. After the end of the reporting period, on 18 January 2023, the company published the Key Information Document (KID), updated following the entry into force from 1 January 2023 of the Delegated Regulation (UE) 2021/2268, document providing information on the past performance of the fund and past performance scenarios.
The company has also published the
updated Articles of Incorporation
on its website, in the Corporate
Governance section. By the authorization 106/8 July 2022, the F.S.A. authorized, with several amendments, the changes to the Articles of Incorporation of the company in accordance with Resolution No. 1 of the Extraordinary General Meeting of Shareholders of 28 April 2022.
Throughout 2022, the Company fulfilled its obligations regarding transparency, information and reporting, provided by the legal regulations and the Corporate Governance Code of BSE, both as an issuer traded on BSE and as an Alternative Investment Fund Manager (A.F.I.M.). and Retail Investor Alternative Investment Fund (F.I.A.I.R.).
During the analysed period, current reports, press releases and regular reports were prepared and brought to the attention of shareholders and investors by publication on the websites of the B.S.E., F.S.A. and the Company’s. The reports and press releases have been disseminated both in Romanian and English.
In 2022, the company continued to implement the best practices in relation with shareholders and investors, according to the criteria set forth by the Romanian Investor Relations Association (A.R.I.R.). Thus, among other actions, the company made available to investors the
2021 Sustainability report
, participated
in the Romania Investor Day international conference, organized by Wood & Company in March 2022.
Furthermore, on 3 May 2022 and 17 August 2022, Transilvania Investments held two conference calls with investors and analysts to present the company’s financial results for 2021 and the first half of 2022, as well as the company activity. The materials presented to investors and the audio recordings of the conferences are available on the company's website, under Investor Presentations.
The company also organized, on 23 September 2022, at Hotel Cleopatra in Saturn Resort, the Transilvania Investments Investor Day, during which investors had the opportunity to meet the members of the Executive Board and the Supervisory Board and to learn the latest news on the company's activity. The event also provided an overview of the main directions of Transilvania Investments and answers to investors' questions. All the information presented during the ‘Investor Day’ is available on the company's website in the News section.
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The actions carried out by the company in 2022 resulted in a 9.5 points Vektor score (the indicator of communication with investors for listed companies) granted by the Romanian Investor Relations Association, out of 10 possible points.
Communication between the Company and the shareholders and investors is carried out through a specialized organisational structure the Corporate Governance Department - that provide shareholders and investors with the information necessary for them to exercise their position as shareholder.
The Representatives of the Corporate Governance Department can be contacted as follows:
by phone: 0268 401141 and 0800 800 112 (free telephone line, available on business days from 9 00 to 11 00 );
by email: actionari@transilvaniainvestments.ro ,
investitori@transilvaniainvestments.ro
;
by the contact form available on the company website www.transilvaniainvestments. ro .
7.8 Social responsibility
Transilvania Investments currently carries out social responsibility activities, in accordance with the Corporate Governance Code of the company and the
Social Responsibility Policy
.
In 2022, the company continued its involvement in the health, social, sports, culture and education areas, through sponsorship and patronage activities, which consisted in providing financial and material support, directly or through specialized associations and foundations, for the following purposes:
facilitating specialised medical treatment in Italy for a child with health problems;
sponsoring charitable projects organized for the benefit of people diagnosed with cancer;
organising charity events for minors in social centres, by providing a hot meal and educational support;
supporting the operation of a home for the elderly, by purchasing a power generator and paying utility bills;
supporting school associations and clubs by funding educational innovation activities for the purchase of specific equipment and parts;
providing financial support to hockey, kayaking, chess and bowling associations and clubs for the purchase of equipment and attending competitions;
providing support for organising cultural events;
sponsoring and organising, in partnership with the Institute of Financial Studies and the Fund Managers Association, conferences and summits on financial and legal issues, in Brașov and Bucharest,
organizing events at the University of Timișoara and an international summer school in Tg. Mureș etc.
In total, in 2022, Transilvania Investments concluded 18 sponsorship contracts and a patronage contract, totalling RON 328,759.
7.9 Application of corporate governance principles according to F.S.A. Regulation no. 2/2016
The relevant events recorded throughout 2022 in relation with the application of the provisions of the F.S.A. Regulation no. 2/2016 on the application of the corporate governance principles by the entities authorized, regulated and supervised by the Financial Supervisory Authority are available as follows:
Duties of the Supervisory Board: references in chapter 7.1 - Information on the Supervisory Board;
Duties of the Executive Board and of the individuals holding key functions: references in chapter 7.2 - Information on the Executive Board of the company, chapter 7.10 - Principles and rules regarding the internal control system, internal audit and risk management;
Conflicts of Interest and their management: chapter 7.10 - Principles and rules regarding the internal control system, internal audit and risk management;
Risk management and the management function: references in chapter 7.10 - Principles and rules regarding the internal control system, internal audit and risk management and chapter 7.11 - Evaluation of the company's risk management activity;
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Transparency provisions - the information referred to in art. 48 1 of the Regulation can be found on the website www.transilvaniainvestments.ro, in the sections: About us/Management , Investor relations/Reports (current reports and periodical reports) and Corporate governance .
7.10 Principles and rules regarding the internal control system, internal audit and risk management
A control system is implemented within Transilvania Investments, having as main component the pro- active control in order to prevent the occurrence of legal and internal noncompliance situations, both regarding the company and its personnel.
The control system consists of the three lines of defence, i.e. internal audit, compliance and risk management department.
The control system involves all the Company’s departments and operations, and has the following main features:
department heads shall ensure compliance and prudential limits of all operations carried out within the departments they manage;
the internal control process is managed also by the Compliance Department which provides support to the operational structures in performing their duties. A report on the conclusions of the internal control process is submitted to the Supervisory Board and sent to the Executive Board.
the internal control system and its effectiveness are monitored and assessed by the Audit Committee through periodic reports that are submitted to the Supervisory Board.
The compliance officer key function is hierarchically and functionally independent from the other organizational structures of the company and performed by the Compliance Department, subordinated to the Supervisory Board.
Withing Transilvania Investments Alliance, by management decision, the compliance officer is also in charge of ensuring compliance with the obligations incumbent on the Company with regards to enforcing specific legislation to prevent and fight against money laundering and the financing of terrorist acts through the capital market (AML/CFT) and for the implementation of international sanctions.
The Compliance Department's goal is to supervise and control the compliance of Transilvania Investments and its employees with the legal provisions and the company's internal procedures, in order to prevent the occurrence of legal and internal non-compliance situations.
In 2022, the compliance officer key function was held by Mrs. Mihaela-Corina Stoica, based on the F.S.A. authorization no. 238/25 November 2021. As of 17 December 2021, Mrs. Mihaela-Corina Stoica has been acting also as AML/CFT compliance officer.
The compliance officer is mainly in charge of the following:
-
regularly monitors and assesses the adequacy and effectiveness of the measures, policies and procedures established by the Company in accordance with the regulations in force, as well as the measures taken to settle any situations of non-compliance with the Company's obligations as A.I.F.M.;
-
makes every effort to prevent and proposes measures to remedy any case of violation of laws, regulations in force concerning the capital market or the internal procedures of the Company;
-
provides advice and assistance to the relevant persons responsible for carrying out the activities in order to comply with the requirements imposed on the Company, in accordance with the regulations in force, including those relating to the status of A.F.I.M.;
-
regularly monitors and verifies the application of the legal provisions applicable to the Company's activity and of the internal rules and procedures and keeps record of irregularities identified;
-
takes action in order to prevent conflicts of interest, and in case of occurrence thereof, monitors how they are managed and, if necessary, in situations of non-compliance/violation of legal provisions, immediately informs the Executive Board and the Supervisory Board;
Annual Report 2022
Sheet 58
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-
endorses the documents submitted by the Company to the F.S.A. and makes sure that the reports that the Company is required to submit to the F.S.A. and to capital market entities are submitted within the legal deadline set forth by the regulations in force;
-
checks the efficiency of the information system and internal procedures;
-
ensures that persons with management responsibilities within the Company and persons in close contact with them are aware of the legal provisions on market abuse and their legal obligations;
-
ensure that measures are taken within the Company to prevent fraudulent practices and market abuse, including by verifying personal transactions with the Company's shares and/or other financial instruments that the Company intends to trade/has traded;
-
ensures that the interests and rights of all shareholders are protected and that complaints and petitions submitted by them are dealt with in accordance with the law;
-
informs the Company and its employees about the legal regime applicable to the capital market.
In 2022, the compliance officer’s activity consisted mainly in managing the compliance risk regarding the observance of the legal provisions, Policies and procedures regarding the operation of Transilvania Investments Alliance as an A.I.F.M./R.I.A.I.F./issuer and in fulfilling the objectives set out in the 2022 Investigation Plan approved by the Supervisory Board. In 2022, the compliance officer monitored the compliance with national and EU legislation, as well as with internal regulations, observance of the reporting deadlines related to the Company’s activity and enforcement of the mechanisms to prevent and manage conflicts of interest. Also, the compliance officer endorsed all the reports and marketing and communication materials specific to transparency requirements prepared by the company, managed the authorisation processes in relation to the F.S.A, provided the necessary support for organizing and conducting the general meetings of shareholders and corporate events that took place with the occasion of the change in the company name and trading symbol at the B.S.E., monitored the compliance with legislation and internal procedures relating to money laundering and terrorist financing prevention activities and the administration of international capital market sanctions. In addition, the compliance officer provided the necessary support for the regular inspection carried out by the Financial Supervisory Authority at Transilvania Investments Alliance in the period 22 August 2022-18 November 2022.
The Compliance Officer regularly reported to the Company management on the results of the compliance inspections carried out.
The compliance risk for the year 2022, resulting from its assessment at company level, is ‘low’.
The permanent risk management function is hierarchically and functionally independent from the other operative departments of the company and performed by the Risk Management Department, subordinated to the Supervisory Board.
The main objective of the risk management activity is to ensure that all risks are managed in a coherent and appropriate manner.
The Risk Management Department is mainly in charge of the following:
- implementing effective risk management policies and procedures;
- identifying, measuring and assessing the impact of risks, managing and ongoing monitoring the risks to which Transilvania Investments is or may be subject;
- ensuring that the risk profile communicated to investors complies with the established risk limits;
- monitoring the compliance with the established risk limits and submitting a timely notice to the management bodies if it considers that the risk profile does not comply with the established limits;
- performing the calculation of the fund’s leverage/conversion of financial instruments/global exposure.
Throughout 2022, the risk manager key function was performed by Mr. Alexandru Gavrilă, based upon the F.S.A. authorisation no. 231/11 November 2021.
Throughout 2022, the risk management activity was carried out based on the provisions of the Policies and Procedures regarding the company’s operation as an A.I.F.M. relating to the risk management.
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The risk management system includes a complex of analyses, diversification charts of the financial instruments in the portfolio, the identification and assessment of financial risks, as well as proposals and recommendations to mitigate the effects of the risks related to the Company's investment activity and to the overall activity thereof.
Throughout 2022, Quarterly Reports were prepared on the significant risks to which the company's activity is exposed. Within Transilvania Investments, the financial and operational risks were assessed, monitored and managed with in order to mitigate their impact. In the quarterly reports, a series of recommendations were made in view to keep the company's activity in line with the risk profile communicated to investors.
Moreover, the synthetic diagram of the exposures registered by Transilvania Investments to various financial assets and activities was prepared monthly, in accordance with the N.S.C./F.S.A. Regulation no. 15/2004 and Law no. 243/2019. Throughout 2022, the level of financial instruments holdings fell within the limits set forth by the legislation in force.
In accordance with its risk management policies and procedures, Transilvania Investments performed crisis simulations under normal and exceptional market conditions, which allow the assessment of market risk, as well as crisis simulations under normal and exceptional liquidity conditions, which allow the assessment of liquidity risk.
Within crisis simulations, the impact of stress scenarios, both under normal and exceptional conditions, was estimated on each financial instrument in the portfolio to which the stress factor can be applied, and these effects were summed to determine the cumulative impact of a factor on total assets, net assets and unitary net asset value.
The results of the stress tests were presented to the management structures and will be considered when establishing the coordinates of the investment/disinvestment program related to the financial year 2023, when implementing the Investment Strategy and for the synchronization of investments.
The internal audit function at Transilvania Investments is separate and independent from other functions and activities of the company, the audit activity being organised by contracting the services of an individual or legal entity auditor. The internal audit activity is subordinate to the Supervisory Board. The internal auditor is selected by the Audit Committee and appointed by the Supervisory Board.
As of 1 January 2022, the internal audit function is performed by KPMG Audit S.R.L.
The Internal Auditor is mainly in charge of the following:
- Drafting, implementing and maintaining an audit plan to review and assess the adequacy and effectiveness of the A.I.F.M. systems, internal control mechanisms and procedures;
- Checking compliance of the company's activities with its policies, programs and management, in accordance with legal provisions;
- Assessing the adequacy and implementation of financial and non-financial inspections, ordered and carried out by the Company management to increase the efficiency of the activity;
- Assessing the adequacy of financial and non-financial data/information intended for the Company’s management to be aware of the real company events;
- Protecting balance sheet and off-balance sheet assets and identifying fraud prevention methods;
- Conducting a regular review on how the risk management function was performed;
- Issuing recommendations based on the results of the activity carried out and verifying the company's compliance with the recommendations issued;
- Coordinating its activity with the financial auditor, on an ongoing basis, to ensure that audit objectives are properly met;
- Regularly reporting to the Supervisory Board, within 60 days after the end of the year, on the purpose of the audit activity, authority, responsibility and performance of the internal audit activity in relation to the Annual Internal Audit Plan approved for the financial year ended.
Annual Report 2022
Sheet 60
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The activity of the internal auditor is carried out based on the Annual Internal Audit Plan, endorsed by the Audit Committee and approved by the Supervisory Board.
The internal audit missions, included in the Internal Audit Plan for 2022, were carried out in accordance with the topics endorsed by the Audit Committee and approved by the Supervisory Board and focused on the portfolio management activity (internal policies and procedures, portfolio management, decision- making process, specific AML/CFT requirements, roles and responsibilities), the investment activity (analysis of the investment activity , holdings entrance analysis, investment initiatives, trading activity analysis, specific analysis, roles and responsibilities), risk management (internal policies and procedures, risk identification and assessment methodology, compliance criteria, impact of risk on decision-making process).
The internal audit activity, carried out throughout 2022, was verified by the Audit Committee, which found no irregularities or inaccuracies in the reports submitted to the Supervisory Board and, consequently, the manner in which the internal audit missions were carried out was validated.
7.11 Assessment of the company’s activity regarding the risk management
The risk management activity is reflected in the Company's organizational and operational structure and covers both general risks and specific risks, as provided by Law no. 297/2004 on the capital market , as subsequently amended and supplemented, Law no. 74/2015 on alternative investment fund managers , N.S.C. Regulation no. 15/2004 regarding the authorization and operation of the investment management companies, collective investment bodies and depositories , as subsequently amended and supplemented, F.S.A. Regulation no. 9/2014 on the authorisation and operation of Investment Management Companies , Undertakings for Collective Investment in Transferable Securities and of the Depositaries of Undertakings for Collective Investment in Transferable Securities , amended and supplemented under Regulation no. 2/2018, F.S.A. Regulation no. 10/2015 regarding the management of the alternative investment funds , F.S.A. Rule no. 4/2018 regarding the management of operational risks generated by computer systems used by entities authorized/endorsed/registered and/or supervised by the Financial Supervisory Authority , Law no. 243/2019 on the regulation of alternative investment funds, as well as amending and supplementing regulations.
In the process of identifying and assessing the financial risks, as well as the indicators used in risk management, the following enactments were also considered: EU Directive 2011/61 on alternative investment fund managers (DAFIA), EU (delegated) Regulation no. 231/2013 supplementing Directive 2011/61/EU of the European Parliament and Council with regard to the derogations, general operating conditions, depositories, leverage effect, transparency and supervision , Directive no. 2013/36/EU on the access to the activity of credit institutions and prudential supervision of credit institutions and investment companies (on capital adequacy) and EU Regulation no. 575/ 2013 on prudential requirements for credit institutions and investment companies.
Upon selecting the approach regarding the financial and operational risks management, the following were considered: the authorization of the company as an Alternative Investment Fund Manager (A.I.F.M.) and the company’s classification in the provisions of the EU Directive 2011/61 on alternative investment fund managers (DAFIA - transposed into national legislation by Law no. 74/2015), the references in DAFIA to Directive 2013/36/EU, the risk management requirements set out in the EU Regulation no. 231/2013, as well as the elements of similarity and difference between a financial investment company and other financial institutions.
The Company’s management analyses and approves on annual basis the risk management policy and the measures, procedures and techniques for the enforcement of said policy, including the risk limits system; it assesses, monitors and revises, at least once a year, the risk management systems, according to the provisions of EU Regulation 231/2013.
The Executive Board is constantly seeking to minimize the potential adverse effects associated with the financial risks Transilvania Investments is exposed to, through an active policy of prudential diversification
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of the portfolio, and using one or more techniques to mitigate the risk depending on the dynamics of trading venues and market price trends related to the financial instruments held by the Company.
Also, the Executive Board permanently seeks to achieve the highest level of diversification of exposures to both categories of financial assets / transactions and the exposure structure to financial risks. For this purpose, the policy on exposure diversification is performed on the following levels:
- diversification of the portfolio by avoiding excessive exposure to a borrower, category of financial asset, issuer, category of financial transactions, country or geographic region;
- diversification of the financial risks considers the avoidance of excessive exposure to a certain type of financial risk.
In order to achieve the highest level of diversification on the levels presented above, the Executive Board has initiated an extensive restructuring and repositioning process of the portfolio and reshaping of the business policies.
Transilvania Investments has implemented, at company level, a risk management system that includes policies, procedures and measures to identify, measure and manage risks. The risk management policies and procedures are part of the Policies and procedures regarding the operation of the company as an A.I.F.M.’. According to internal policies and procedures, the internal risk management system integrates competences and responsibilities across the whole organizational structure (Supervisory Board, Executive Board, Risk Management Department, Compliance Department, Internal Auditor, Operational Departments). Procedures are established to manage and monitor all relevant risk categories at the company level (market risk, credit risk, investment concentration risk, liquidity risk, operational risk).
At company level, the Risk Management Department - which is operationally and hierarchically separated from the other operational departments of Transilvania Investments, including from the portfolio management function, so that to allow the independent and efficient performance of the risk management activities and the avoidance of conflicts of interests - monitors the risks related to the activity, some of them being:
Market risk
The market risk is monitored on sub-categories: position risk, foreign exchange risk, commodity risk and long-term interest risk. At the company level, the market risks are at a low level considering the impact they may have over the assets held within the quantitative approach based on capital requirements. Market risk indicators relevant to Transilvania Investments are also used within an approach based on internally set limits, such as VaR (Value at Risk) for the portfolio of assets listed on a regulated market and NAVPS (Net Value Per Share) volatility.
Throughout 2022, the maximum internally set limit of the VaR indicator was 25%; this limit was not exceeded during that period. We note that the VaR indicator also falls within the forecasted level estimated in the 2022 crisis simulation (which took into account both the reaction of the market value of the share portfolio listed on a regulated market to a decline in local capital market indices, as well as to a decline of an issuer with a significant portfolio share (TLV).
Given the current investment context, characterized by a high degree of unpredictability, we believe that a high level of volatility can characterize a number of trading environments.
Throughout 2022, market crisis simulations were carried out in accordance with the Policies and Procedures regarding the company’s operation as an A.I.F.M.
Credit risk (of creditworthiness of the companies in Transilvania Investments portfolio).
Considering that the Company, due to its activity, has long-term exposures to securities issued by financial and non-financial entities, its management constantly monitors the level of the credit risk to which Transilvania Investments is exposed at a prudent, manageable level.
Annual Report 2022
Sheet 62
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Thus, the Company Management uses, on a case-by-case basis, in accordance to the issuer’s characteristics, proper instruments for diminishing the credit risk, and also permanently monitors its financial evolution.
As of now, the company has not used financial derivatives in order to decrease the credit risk associated with the exposure to a debtor.
Liquidity risk
The Company monitors both the liquidity risk related to the financial instruments portfolio and the risk related to the coverage of the liquidity needs, the latter being monitored on the following sub-categories: risk of not covering the current liquidity requirement, without considering the uncashed dividends (net LCR), risk of not covering the liquidity requirements, by considering the uncashed dividends (gross LCR), risk of long-term asset funding from resources other than permanent resources. Throughout 2022, the level of these indicators fallen within the limits set internally by Transilvania Investments. During the same period, the company had two outstanding loans contracted with financial institutions (cumulative balance RON 147 million). As at 31 December 2022, the company has no bank loans.
Throughout 2022, the company carried out crisis simulations, in accordance with the Policies and Procedures regarding the company operation as an A.I.F.M., updated with the provisions of the F.S.A. Rule no. 39/2019 on enforcing the ESMA guide regarding the cash crisis simulations in UCITS and A.I.F.s.
Concentration risk
The concentration risk refers to all assets in the Company’s portfolio. The Company monitors both the risk related to concentration on categories of assets, entity, and the exposures recorded by Transilvania Investments in various financial operations from the perspective of the requirements provided by the legislation in force. By carrying on the portfolio restructuring, the Company avoids high exposures to an issuer.
Operational risk
The operational risks take into consideration the potential losses caused by the use of certain improper processes, internal systems or human resources that are not able to fulfil their duties in a proper manner, or external events and actions, the legal risk being also included under this category. The Company continuously monitors its IT internal systems, internal processes, human resources and legal processes. These risks register low levels and are being managed by the organizational departments of the company, in accordance with the risk management policy approved by the Company.
In accordance with the legal provisions on the management of operational risks generated by computer systems used by the entities regulated, authorized/approved and/or supervised by the F.S.A.,
Transilvania Investments carried out throughout 2022 the internal assessment of such risks.
Investment limitations
With regard to the monitoring of exposures to a particular category of financial assets, to an issuer or to a certain category of transactions, the following indicators are constantly monitored by the company:
1. The level of holdings of securities and/or money market instruments issued by the same issuer, excluding securities or money market instruments issued or guaranteed by a Member State, by the local public authorities of the member state, a third state or international public bodies to which one or more member states belong. The value of holdings in the same issuer shall not exceed 10% of the total assets held. The percentage may be increased to up to 40% if the total securities held in each of the issuers where the company holds more than 40% of the total assets held does not exceed the limit of 80%. On 31.12.2022, the 14.83% of total assets held at Banca Transilvania complies with the legal regulations, considering that the total level of securities, held with each issuer, in which it holds over 40%, as compared to the total assets held, is 50.44%.
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2. The level of holdings of financial instruments issued by entities belonging to the same group. The value of this indicator should not exceed 50% of the total assets held. On 31.12.2022, the level of Transilvania Investments’ s holdings of financial instruments in this category is 1.76%, comprising the shareholding in the Bucharest Stock Exchange group (Bucharest Stock Exchange, CCP.RO, Depozitarul Central Bucuresti).
3. The exposure to counterparty risk in a transaction with derivatives traded outside regulated markets, which may not exceed 20% of the total assets held. Throughout 2022, Transilvania Investments has not invested in derivatives.
4. The overall exposure to derivatives, which may not exceed the total value of the assets. Throughout 2022, Transilvania Investments has not invested in derivatives traded outside regulated markets.
5. The value of the current accounts and cash (in domestic and foreign currencies). The value of current accounts and cash, in domestic and foreign currencies, should not exceed 20% of total assets managed. On 31 December 2022, their level was 0.20% of the total assets.
6. The level of bank deposits opened and held with the same bank should not exceed 30% of the total assets held. On 31 December 2022, their level was 1.48%.
7. The level of equity securities not admitted to trading on a trading venue or on a third country Stock Exchange, issued by a single A.I.F. for retail investors, may not exceed 20% of the total assets. On 31 December 2022, their level was 0.50%.
8. The level of equity securities not admitted to trading on a trading venue or on a third country Stock Exchange, issued by a single A.I.F. for professional investors; these holdings may not exceed 10% of the total assets. On 31 December 2022, their level was 2.16%.
9. The level of equity securities not admitted to trading on a trading venue or on a third country Stock Exchange, issued by other open-type A.I.F. This level may not exceed 50 % of the total assets held. On 31 December 2022, their level was 0.38%.
10. The level of equity securities issued by a single UCITS authorized by the FSA, or by a national competent authority of another Member State shall not exceed 40% of the total assets. The level of equity securities issued by a single UCI admitted to trading, authorized by the FSA or a national competent authority of another Member State shall not exceed 40 % of the total assets. On 31 December 2022, the level of these types of holdings are 0.67% and 6.31%, respectively.
11. The amount of loans in financial instruments granted, the period of the loan being no longer than 12 calendar months, in accordance with the rules of the FSA for margin and loan transactions- maximum 20% of the assets. Transilvania Investments did not grant such loans in 2022.
12. The level of security holdings, money market instruments not admitted to trading on a trading venue or on a third-country exchange maximum 40% of total assets held. On 31 December 2022, their level was 5.49%.
13. The level of equity interest issued by limited liability companies, which may not exceed 20% of the total assets. On 31 December 2022, their level was 0.03%.
14. The level of greenhouse gas emission allowances shall not exceed 10% of the total assets. On 31 December 2022, Transilvania Investments has no such holdings.
15. The company cannot provide cash loans, participate/subscribe to syndicated loans, guarantee cash loans to a third party, except for entities that are part of the F.I.A.I.R. set up as an investment company within 10% of its assets and cannot directly acquire, partially or in full, portfolios of loans issued by other financial or non-financial entities, excluding investments in financial instruments issued by internationally recognized financial institutions, credit institutions or non-bank financial institutions authorized by the NBR or by other central banks of a Member State or of third countries.
Annual Report 2022
Sheet 64
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The monthly analyses of the types of exposures showed that, throughout 2022, the portfolio of financial instruments managed by Transilvania Investments has complied with the requirements of Law no. 297/2004 and the N.S.C./F.S.A. Regulation no. 15/2004 and Law no. 243/2019.
The risk analyses performed at the end of 2022 indicate the following risk profile for Transilvania Investments:
As of 31.12.2022, the leverage ratio, determined in accordance with the provisions of Regulation (EU) no. 231/2013 supplementing Directive 2011/61/EU with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision, by using both methods, was low, according to the materiality threshold. Given that Transilvania Investments does not have any derivative items, the amount of the leverage ratio indicator, using the commitment method, does not differ significantly from the leverage ratio using the gross method (no compensation is made between long and short positions; gross method= 1.02, commitment method= 1.05).
Gross Method= (Total Assets Exposure - Cash and Cash equivalents - Reinvested Loans Adjustments) / (Net Asset Value)
31.12.2022
Total Assets
Net Assets
Cash and Cash Equivalents (adj. for ROBID)
1,426,093,063
1,358,162,932
45,212,641
Leverage Ratio according to the Gross Method
1,02
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Annual Report 2022
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Commitment Method= Total Assets Exposure / Net Asset Value
31.12.2022
Total Assets
Net Assets
1,426,093,063
1,358,162,932
Leverage Ratio according to the Commitment Method
1.05
At the same time, the Company continually updates and monitors the processes, systems and internal mechanisms to reduce the operational risk as much as possible. In this respect, the Company has implemented a system for monitoring and reporting the operational risk on three levels, namely: (i) first line of defence: identification of operational risks at the level of organizational structures, (ii) second line of defence: management of operational risks within the Risk Management Department with reporting, through risk reports, to the Executive Board and Supervisory Board, (iii) third line of defence (defensive line): The Internal Audit examines, on a regular basis, the fulfilment of the risk management function.
All the tools and techniques of risk assessment and management used by the Company were developed and implemented to ensure an effective management of the risks incurred by Transilvania Investments and implicitly, by reaching this goal, to obtain an average risk profile in line with the business strategy approved by the Supervisory Board and implemented by the Executive Board.
Radu Claudiu ROȘCA
Executive President
Theo-Dorian BUFTEA
Executive Vice-President
Stela Corpacian
Executive Vice-President
Annual Report 2022
Sheet 66
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Annex no. 1 to the Annual Report 2022
LIST
of companies controlled by Transilvania Investments Alliance (subsidiaries) as at 31.12.2022
N o.
Unique
Company name
Headquarters
Nominal value
Share capital
Transilvania Investments
Code
RON/share
No. of shares
Value
No. of shares
Nominal value
%
I.
OPERATIONAL COMPANIES
1
1102041
ARO-PALACE SA
BRAŞOV
0.10
403,201,571
40,320,157.10
345,704,600
34,570,460.00
85.74
2
23058338
CASA ALBA INDEPENDENTA S.A.
SIBIU
2.50
1,466,729
3,666,822.50
782,468
1,956,170.00
53.35
3
1868287
COMCM SA
CONSTANŢA
0.10
236,316,678
23,631,667.80
134,049,930
13,404,993.00
56.72
4
7800027
CRISTIANA SA
BRAŞOV
100.00
153,720
15,372,000.00
153,410
15,341,000.00
99.80
5
752
FEPER SA
BUCUREŞTI
0.10
363,782,186
36,378,218.60
312,123,729
31,212,372.90
85.80
6
18846755
GRUP BIANCA TRANS SA
BRAŞOV
0.10
10,860,620
1,086,062.00
8,414,200
841,420.00
77.47
7
2577677
INDEPENDENŢA SA
SIBIU
2.50
2,871,694
7,179,235.00
1,530,636
3,826,590.00
53.30
8
8012400
INTERNATIONAL TRADE&LOGISTIC CENTER SA
BRAŞOV
0.10
93,592,860
9,359,286.00
81,708,428
8,170,842.80
87.30
9
1122928
MECANICA CODLEA SA
CODLEA
0.10
74,200,875
7,420,087.50
60,156,150
6,015,615.00
81.07
10
1108834
ROMRADIATOARE SA
BRAŞOV
1.63
15,000,000
24,450,000.00
11,477,141
18,707,739.83
76.51
11
32947925
SIF TRANSILVANIA PROJECT MANAGEMENT COMPANY SA
BRAŞOV
10.00
45,000
450,000.00
44,999
449,990.00
99.99
12
1614734
ŞANTIERUL NAVAL SA
ORŞOVA
2.50
11,422,919
28,557,297.50
5,711,432
14,278,580.00
50.00
13
790619
SEMBRAZ SA
SIBIU
2.00
791,377
1,582,754.00
719,900
1,439,800.00
90.97
14
9845734
TRANSILVANIA LEASING&CREDIT IFN SA
BRAŞOV
0.10
514,724,667
51,472,466.70
481,234,149
48,123,414.90
93.50
15
1849307
TRATAMENT BALNEAR BUZIAŞ SA
BUZIAŞ
0.10
158,500,000
15,850,000.00
145,615,772
14,561,577.20
91.87
16
559747
TURISM COVASNA SA
COVASNA
0.10
473,154,433
47,315,443.30
439,760,355
43,976,035.50
92.94
17
108526
TURISM FELIX SA
BĂILE FELIX
0.10
491,187,962
49,118,796.20
313,208,036
31,320,803.60
63.77
18
2980547
TURISM, HOTELURI, RESTAURANTE MAREA NEAGRĂ SA
MANGALIA
0.10
576,008,487
57,600,848.70
453,885,873
45,388,587.30
78.80
19
46047311
TRANSILVANIA INVESTMENTS ALLIANCE EQUITY SA
BRASOV
10.00
1,075,000
10,750,000.00
1,074,990
10,749,900.00
99,99
20
4241753
TUŞNAD SA
TUŞNAD BĂI
0.10
301,802,818
30,180,281.80
230,601,476
23,060,147.60
76.41
21
2410198
UTILAJ GREU SA
MURFATLAR
2.50
676,587
1,691,467.50
476,226
1,190,565.00
70.39
22
23058320
VIROLA-INDEPENDENŢA
SIBIU
2.50
138,592
346,480.00
74,307
185,767.50
53.62
SUBTOTAL
463,779,372.20
368,772,372.13
II.
NON-OPERATIONAL COMPANIES
1
1112290
ORGANE DE ASAMBLARE SA (reorganizare L85/2014)
BRAŞOV
0.10
135,684,080
13,568,408.00
129,845,110
12,984,511.00
95.70
2
1446908
SIBAREX SA (faliment L 85/2014)
CÂMPINEANCA
1.60
2,300,158
3,680,252.80
1,215,711
1,945,137.60
52.85
3
546674
TERRACOTTA STAR (faliment L85/2014)
SF.GHEORGHE
1.80
2,266,061
4,078,909.80
2,209,017
3,976,230.60
97.48
SUBTOTAL
21,327,570.60
18,905,879.20
TOTAL
485,106,942.80
387,678,251.33
Executive President
Executive Vice-President
Radu-Claudiu ROŞCA
Stela CORPACIAN
Head of Portfolio Management Department
Constantin COSTESCU
Annex no. 2 to the Annual Report 2022
LIST
of companies in which Transilvania Investments Alliance has a significant influence (associates) as at 31.12.2022
RON
No.
Unique
Company name
County
Nom. value
Share capital
Transilvania Investments
Code
RON/share
No. of issued shares
Value
No. of shares
Nominal value
%
I. Operational companies
1
14662474
APOLLO ESTIVAL 2002 S.A. NEPTUN
Constanţa
0.10
5,932,994
593,299.40
2,350,890
235,089.00
39.62
2
1153932
CONCAS SA
Buzău
2.50
713,353
1,783,382.50
336,756
841,890.00
47.21
3
742395
DORNA TURISM SA
Suceava
2.50
1,423,717
3,559,292.50
455,793
1,139,482.50
32.01
4
1118838
DUPLEX SA
Braşov
2.50
121,978
304,945.00
32,772
81,930.00
26.87
5
803115
EMAILUL SA
Sibiu
2.50
2,522,118
6,305,295.00
729,551
1,823,877.50
28.93
6
1154806
LEGUME-FRUCTE SA
Buzau
2.50
823,812
2,059,530.00
207,822
519,555.00
25.23
7
2423562
NEPTUN-OLIMP SA
Constanţa
0.10
73,315,286
7,331,528.60
30,194,757
3,019,475.70
41.19
8
14686600
SERVICE NEPTUN 2002 SA
Constanţa
0.10
9,111,701
911,170.10
3,610,420
361,042.00
39.62
9
2577839
SOFT APLICATIV ŞI SERVICII SA
Sibiu
2.50
168,495
421,237.50
47,728
119,320.00
28.33
10
14630120
TOMIS ESTIVAL 2002 SA
Constanţa
0.10
1,319,636
131,963.60
522,893
52,289.30
39.62
11
26261034
TURISM LOTUS FELIX SA
Bihor
0.10
1,266,999,819
126,699,981.90
484,853,142
48,485,314.20
38.27
SUBTOTAL
150,101,626.10
56,679,265.20
II. Non-operational companies (insolvency, bankruptcy, liquidation and dissolution)
1
1888004
CNM PETROMIN SA CONSTANŢA
Constanţa
2.50
22,487,571
56,218,927.50
5,358,861
13,397,152.50
23.83
2
1225885
COMSIG SA
Mureş
2.50
108,156
270,390.00
29,304
73,260.00
27.09
3
805566
FELAM SA
Sibiu
2.50
1,035,000
2,587,500.00
374,907
937,267.50
36.22
4
515155
HARGHITA SA
Harghita
2.50
145,228
363,070.00
45,633
114,082.50
31.42
5
14662490
PRAHOVA ESTIVAL 2002 SA
Constanţa
0.10
3,252,029
325,202.90
1,288,584
128,858.40
39.62
6
8008670
ROMAGRIBUZ VERGULEASA SA
Buzău
2.50
752,408
1,881,020.00
280,631
701,577.50
37.30
7
2469136
SIMEC SA
Sibiu
2.50
430,460
1,076,150.00
197,044
492,610.00
45.78
8
B187535
THE FOUNDATIONS FEEDER
Luxemburg
4,94
465,000
2,300,541.00
124,000
613,477.60
26.66
9
15688146
TRANSILVANIA HOTELS & TRAVEL SA
Bucuresti
2.50
3,034,448
7,586,120.00
1,123,180
2,807,950.00
37.01
10
1461002
VERITAS PANCIU SA
Vrancea
2.50
2,493,773
6,234,432.50
656,693
1,641,732.50
26.33
SUBTOTAL
78,843,353.90
20,907,968.50
GRAND TOTAL
228,944,980.00
77,587,233.70
Executive President
Executive Vice-President
Radu-Claudiu ROŞCA
Stela CORPACIAN
Head of Portfolio Management Department
Constantin COSTESCU
Annex no. 3 to the Annual Report 2022
List of non-operational companies as at 31.12.2022
The State
Transilvania Investments
Other shareholders
No.
Company name
Share capital
Value
%
Value
%
Value
%
SECTOR
Dissolution-Liquidation - Law 31/1990
1
COMSIG SA
270,390.00
0.00
0.00
73,260.00
27.09
78,852.00
72.91
Real Estate
2
HARGHITA SA
363,070.00
0.00
0.00
114,082.50
31.42
99,595.00
68.58
Real Estate
3
THE FOUNDATIONS FEEDER
2,300,541.00
0.00
0.00
613,477.60
26.66
1,687,063.40
73.34
Financial Services
SUBTOTAL
2,934,001.00
0.00
800,820.10
1,865,510.40
Bankruptcy - Law 85/2006 & Law 85/2014
1
CNM PETROMIN SA CONSTANTA
56,218,927.50
15,743,901.00
70.01
13,397,152.50
23.83
1,384,809.00
6.16
Industrial Goods and Services
2
FELAM SA
2,587,500.00
0.00
0.00
937,267.50
36.22
660,093.00
63.78
Industrial Goods and Services
3
ICIM SA
2,071,445.00
126,375.00
15.25
74,370.00
3.59
672,455.00
81.16
Construction and Materials
4
MECANICA SA Marsa
9,697,362.50
0.00
0.00
1,056,257.50
10.89
3,456,442.00
89.11
Cars and Spare Parts
5
PRAHOVA ESTIVAL
325,202.90
0.00
0.00
128,858.40
39.62
196,344.50
60.38
Real Estate
6
ROMAGRIBUZ SA RÂMNICU SARAT
2,638,700.00
0.00
0.00
207,865.00
7.88
972,334.00
92.12
Food, Beverages and Tobacco
7
ROMAGRIBUZ VERGULEASA SA
1,881,020.00
0.00
0.00
701,577.50
37.30
471,777.00
62.70
Food, Beverages and Tobacco
8
SIBAREX SA
3,680,252.80
73,783.00
3.21
1,945,137.60
52.85
1,010,664.00
43.94
Construction and Materials
9
SIMEC S.A.
1,076,150.00
0.00
0.00
492,610.00
45.78
583,540.00
54.22
Construction and Materials
10
SIRETUL PAŞCANI
15,876,083.60
0.00
0.00
1,711,653.30
10.78
141,644,303.00
89.22
Discretionary Products and Services
11
TERRACOTTA STAR SA
4,078,909.80
31,204.00
1.38
3,976,230.60
97.48
25,840.00
1.14
Construction and Materials
12
VERITAS SA
6,234,432.50
0.00
0.00
1,641,732.50
26.33
1,837,080.00
73.67
Food, Beverages and Tobacco
13
VITIVINICOLA BASARABI SA
7,886,317.50
0.00
0.00
856,450.00
10.86
2,811,947.00
89.14
Food, Beverages and Tobacco
SUBTOTAL
114,252,304.10
15,975,263.00
27,127,162.40
155,727,628.50
Insolvency - Law 85/2014
1
TRANSILVANIA HOTELS & TRAVEL SA
7,586,120.00
0.00
0.00
2,807,950.00
37.01
1,911,268.00
62.99
Travel and Leisure
SUBTOTAL
7,586,120.00
0.00
2,807,950.00
1,911,268.00
Reorganization - Law 85/2006 & Law 85/2014
1
CONDMAG SA
38,133,575.10
0.00
0.00
1,900,000.00
4.98
362,335,751.00
95.02
Energy
2
ENERGO SA Brasov
5,284,375.00
0.00
0.00
792,652.50
14.99
4,491,722.50
85.01
Industrial Goods and Services
3
ORGANE DE ASAMBLARE SA
1,356,840.80
28,893.20
2.13
1,298,451.10
95.70
29,496.50
2.17
Real Estate
SUBTOTAL
44,774,790.90
28,893.20
3,991,103.60
366,856,970.00
GRAND TOTAL
169,547,216.00
16,004,156.20
34,727,036.10
526,361,376.90
Executive President
Executive Vice-President
Radu-Claudiu ROŞCA
Stela CORPACIAN
Head of Portfolio Management Department
Constantin COSTESCU
Annual Report 2022
Pag. 1/6
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ANNEX 4
Statement on the compliance with the provisions of
the B.S.E. Corporate Governance Code (BSE CGC),
as at 31.12.2022
Provisions to comply with
Compliance
Yes/No/Partial
Explanations
SECTION A - Responsibilities
A.1.
All companies should have internal regulations of the Board which include terms of reference/responsibilities for Board and key management functions of the company, applying, among others, the General Principles of Section A.
YES
A.2.
Provisions for the management of conflict of interest should be included in Board regulation. In any event, members of the Board should notify the Board of any conflicts of interest which have arisen or may arise, and refrain from taking part in the debates (including by not attending, except for when failure to attend would render the meeting non-quorate) and from voting on the adoption of a resolution on the issue that generates such conflict of interest.
YES
A.3.
The Supervisory Board should have at least five members.
YES
A.4.
The majority of the members of the Supervisory Board should be non-executive. Not less than two non-executive members of the Supervisory Board should be independent in the case of Premium Tier Companies. Each independent member of the Supervisory Board should submit a statement at the moment of their nomination for election or re-election as well as in case of any changes in their status, by indicating the grounds on which they deem themselves to be independent in terms of character and judgement.
YES
A.5.
A Board member’s other relatively permanent professional commitments and engagements, including executive and non- executive Board positions in companies and not-for-profit institutions, should be disclosed to shareholders and potential investors before appointment and during his/her mandate.
YES
A.6.
Any member of the Board should submit to the Board, information on any relationship with a shareholder who holds directly or indirectly, shares representing more than 5% of all voting rights. This obligation concerns any kind of relationship that may affect the member’s position on issues decided upon by the Board.
YES
A.7.
The company should appoint a Board secretary responsible with supporting the work of the Board.
YES
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A.8.
The corporate governance statement should inform on whether an evaluation of the Board has taken place under the leadership of the President or the nomination committee and, if it has, summarize key action points and changes resulting from it. The company should have a policy/guide regarding the Board’s evaluation, with the purpose, criteria and frequency of the evaluation process included.
YES
A.9.
The corporate governance statement should contain information on the number of meetings of the Board and the committees during the past year; attendance by directors (in person and in absentia), and a report of the Board and committees on their activities.
YES
A.10.
The corporate governance statement should contain information on the precise number of the independent members on the Supervisory Board.
YES
A.11.
The Board of Premium Tier companies should set up a nomination committee formed of non-executives, which will lead the process of appointing new members to the Board, and make recommendations to the Board. The majority of the members of the Nomination Committee should be independent.
YES
SECTION B- Risk management and internal control system
B.1.
The Board should set up an audit committee, and at least one of its members should be an independent non-executive. The majority of members, including the president, should have provided proof of adequate qualification, relevant to the functions and responsibilities of the committee. At least one member of the audit committee should show proven, adequate auditing or accounting experience. In the case of Premium Tier companies, the audit committee should be composed of at least three members, and the majority of the audit committee membership should be independent.
YES
B.2.
The Audit Committee should be chaired by an independent non-executive member.
YES
B.3.
Among its responsibilities, the audit committee should undertake an annual assessment of the internal control system.
YES
B.4.
The assessment should look at the effectiveness and scope of the internal audit function; the adequacy of the risk management and internal control reports submitted to the audit committee of the Board; executive management’s responsiveness and effectiveness in dealing with the deficiencies or weaknesses identified by internal control and submitting relevant reports to the Board.
YES
B.5.
The audit committee should review conflicts of interests in transactions of the company and its subsidiaries with the affiliated parties.
YES
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B.6.
The Audit Committee should evaluate the efficiency of the internal control system and risk management system.
YES
B.7.
The Audit Committee should monitor the application of statutory and generally accepted standards of internal auditing. The Audit Committee should receive and evaluate the reports of the internal audit team.
YES
B.8.
Whenever the Code mentions reports or analysis initiated by the Audit Committee, these should be followed by periodical (at least annual) or ad-hoc reports, further on to be submitted to the Board.
YES
B.9.
No shareholder may be given undue preference over other shareholders with regard to transactions and agreements made by the company with shareholders and their related parties.
YES
B.10.
The Board should adopt a policy ensuring that any transaction of the company with any of the companies it has close relations with, of a value equal to or higher than 5% of the net assets of the company (as stated in the latest financial report), is approved by the Board following an obligatory opinion of the Board’s audit committee, and fairly disclosed to the shareholders and potential investors, to the extent that such transactions fall under the category of events subject to disclosure requirements.
YES
B.11.
The internal audits should be carried out by a separate structure (the internal audit department) within the company, or by retaining an independent third-party entity.
YES
B.12.
To ensure that the core functions of the internal audit department are carried out, the department should report functionally to the Board via the audit committee. For administrative purposes and in the scope related to the obligations of the management to monitor and mitigate risks, it should report directly to the chief executive officer.
YES
SECTION C – Fair rewards and motivation
C.1.
The company should publish its remuneration policy on its website and include in its annual report a statement on the implementation of the remuneration policy during the annual period under review.
The remuneration policy should be formulated in such a way, as to allow the shareholders to understand the principles and arguments on which remuneration of the Board members and of the CEO, as well as remuneration of the Executive Board members in the dual tier system relies. It should describe how the process is managed and how decisions regarding remuneration are made; provide details on the components of the executive management’s remuneration (such as salaries; annual premiums; long-term incentives related to the value of shares; in kind benefits; pensions, etc.), and describe the purpose, principle and assumptions on which each component relies (including the
YES
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general performance criteria pertaining to each form of variable remuneration). Furthermore, the remuneration policy should specifically mention the duration of the executive manager’s contract and the prior notice term stipulated in the contract, as well as any compensation for revocation of no just cause. […] Any essential change in the remuneration policy has to be published in due time on the company’s website.
SECTION D – Building value through investor relations
D.1.
The company should set up an Investor Relations service, indicated to the general public through the person/persons in charge or as an organisational unit per se. Besides the information required by the law, the company must include on its website a dedicated Investor Relations section, in Romanian and English language, with all relevant information of interest for investors, including:
YES
D.1.1.
The main corporate regulations: the articles of incorporation; the procedures regarding the general meetings of shareholders;
YES
D.1.2.
Professional résumés of the members of its governing bodies; other professional commitments of the Board members, including executive and non-executive positions on Boards of companies or not-for-profit institutions;
YES
D.1.3.
Current reports and periodic reports (quarterly, semi-annual and annual reports) at least as provided at item D.8 including current reports with detailed information related to non-compliance with the present Code;
YES
D.1.4.
Information related to general meetings of shareholders: the agenda and supporting materials; the procedure for electing Board members; the rationale for the candidates proposed for election on the Board, together with their professional résumés; shareholders’ questions related to the agenda and the company’s answers, including the decisions passed;
YES
D.1.5.
Information on corporate events, such as payment of dividends and other distributions to shareholders, or other events leading to the acquisition or limitation of rights of a shareholder, including deadlines and principles applied for such operations. Such information should be published within a timeframe that would enable investors to make investment decisions;
YES
D.1.6.
The name and contact data of a person who should be able to provide knowledgeable information on request;
YES
D.1.7.
Corporate presentations (e.g. presentations for investors; presentations on quarterly results, etc.), financial statements (quarterly, semi-annual, annual), audit reports and annual reports.
YES
D.2.
A company should have an annual policy regarding its annual distribution of dividends or other benefits to its
YES
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shareholders, proposed by the CEO or the Executive Board and endorsed by the Board, in the form of a set of guidelines that the company intends to follow with regard to distributing its net profits. The principles of the annual policy regarding distribution to shareholders shall be published on the company’s website.
D.3.
The company should have adopted a policy with respect to forecasts, whether they are published or not. Forecasts are quantified conclusions of studies aimed at determining the total impact of a list of factors related to a future period (so- called assumptions): by its nature, such a task relies on a high level of uncertainty, with the actual results sometimes significantly different from the forecasts presented initially. The policy regarding forecasts should provide for the periodicity, the period envisaged, and the content of the forecasts. If published, the forecasts can be included only in the annual, half-yearly or quarterly reports. The policy on forecasts shall be published on the company’s website.
YES
D.4.
The rules regarding the general meetings of shareholders should not restrict the shareholders’ participation in the general meetings and the exercising of their rights. The amendments of the rules should come into force starting on the next shareholders meeting, at the earliest.
YES
D.5.
The external auditors should attend the shareholders’ meetings when their reports are presented at these meetings.
YES
D.6.
The Board shall submit to the annual general meeting of shareholders a brief assessment on the internal control and significant risk management systems, as well as opinions on aspects that the general meeting should decide on.
YES
D.7.
Any professional, consultant, expert or financial analyst may attend the shareholders’ meeting upon prior invitation from the Board. Accredited journalists may attend the general meeting of shareholders too, unless the President of the Board decides otherwise.
YES
D.8.
The quarterly and semi-annual financial reports shall include information in both Romanian and English language, regarding the key drivers influencing change in the level of sales, operating profit, net profit and other relevant financial indicators, both on quarter-to-quarter and on year-to-year basis.
YES
D.9.
A company shall organise at least two meetings / conference calls with the analysts and investors every year. The information presented on such occasions shall be published in the Investor Relations section on the company’s website, on the date of the meetings/conference calls.
NO
This provision will be implemented starting with the financial year 2022
D.10.
If a company supports various forms of artistic and cultural expression, sport activities, educational or scientific activities, and deems that the resulting impact on the
YES
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company’s innovativeness and competitiveness is part of its mission and development strategy, it shall publish the policy regarding its activity in this field.
Radu-Claudiu Roșca
Executive President
Theo-Dorian Buftea
Executive Vice-President
Stela Corpacian
Executive Vice-President
Annual Report 2022
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ANNEX 5
Statement on the application of
the corporate governance principles, as at 31.12.2022
(According to the F.S.A. Regulation no. 2/2016, as further amended and supplemented)
Compliance
No.
Rules for the application of the corporate governance principles
Yes
No
If NO - explain
1.
The regulated entity has stated in its Articles of Incorporation the basic responsibilities of the Board regarding the implementation and observance of the corporate governance principles.
X
2.
The corporate governance structures, the functions, competencies and responsibilities of the Board and the executive management/ senior management are stated in the internal policies and/or internal regulations.
X
3.
The annual financial statements of the regulated entity are accompanied by the annual report of the remuneration committee and by an explanatory note which describes the relevant events related to the application of the corporate governance principles, recorded during the financial year.
X
4.
The regulated entity has drafted a communication strategy with the interested parties in order to ensure proper information.
X
5.
The structure of the board ensures, depending on the case, a balance between the executive and non- executive members so that no individual or small group of individuals influence the decision-making process.
X
6.
The Board meets at least once every three months in order to monitor the way the activity of the regulated entity is carried out.
X
7.
The Board or the executive management/ senior management, depending on the case, regularly reviews the policies regarding the financial reporting, internal control and the risk administration/management system adopted by the regulated entity.
X
8.
In its activity, the Board is assisted by a remuneration committee that issue recommendations
X
9.
The remuneration committee submits to the Board annual reports regarding its activity
X
10.
In its activity, the Board is also assisted by other advisory committees that issue recommendations regarding various issues that are subject to the decision-making process.
X
11.
The advisory committees submit to the Board materials/reports regarding issues entrusted by the Board.
X
12.
The internal procedures/policies/regulations of the regulated entity include provisions regarding the selection of applications for the persons in the executive management/senior management, the appointment of new persons or renewal of the existing mandates.
X
Remuneration Report for the year 2022
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13.
The regulated entity ensures that the members of the executive management/superior management benefit from professional training so that they fulfil their duties efficiently.
X
14.
The key functions are established in such a way so that they are proper for the organizational structure of the regulated entity and compliant with the applicable regulations.
X
15.
The Board regularly reviews the efficiency of the internal control system of the regulated entity and the updating method, in order to ensure a rigorous management of the risks the regulated entity is exposed to.
X
16.
The audit committee makes recommendations to the Board regarding the selection, appointment and replacement of the financial auditor, as well as the terms and conditions of its remuneration.
X
17.
The Board reviews, at least once a year and ensures that the remuneration policies are consistent and are subject to an efficient risk management.
X
18.
The remuneration policy of the regulated entity is set out in the internal regulations that target the implementation and observance of the corporate governance principles.
X
19.
The Board has adopted a procedure for the identification and proper settlement of the conflict-of- interest situations.
X
20.
The executive management/senior management, as appropriate, informs the Board on the potential or consumed conflicts of interest in which they could be/are involved in the conditions of their emergence and does not participate in the decision-making process which is related to the state of conflict, if these structures or individuals are involved in the respective state of conflict.
X
21.
The Board reviews, at least once a year, the efficiency of the risk administration /management system of the regulated entity.
X
22.
The regulated entity has drawn up procedures for the identification, assessment and management of the significant risks to which it is, or is likely to be, exposed.
X
23.
The regulated entity has in place clear action plans for ensuring business continuity and for emergency situations.
X
24.
The Board of the subsidiary applies principles and policies of internal governance similar to those of the parent company, unless there are other legal requirements that lead to the establishment of own policies.
X
Not applicable.
Radu-Claudiu Roșca
Executive President
Theo-Dorian Buftea
Executive Vice-President
Stela Corpacian
Executive Vice-President
Remuneration Report for the year 2022
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Annex no. 6
REMUNERATION REPORT OF
TRANSILVANIA INVESTMENTS ALLIANCE S.A.
for the year 2022
Transilvania Investments Alliance (hereinafter referred to as the Company or Transilvania Investments) is a Romanian legal person organised as a joint stock company (S.A.). The company is listed on Bucharest Stock Exchange, the trading of the share issued by the Company being subject to the rules applicable to the regulated market and closed-end alternative investment funds.
Transilvania Investments Alliance is self-managed, diversified closed-end Retail Investor Alternative Investment Fund (R.I.A.I.F.), set up as an investment company. At the same time, Transilvania Investments Alliance is authorized as an Alternative Investment Fund Manager (A.I.F.M.)
The Company carries out its activity in accordance with the applicable Romanian law and is managed under a two-tier system.
Summary
General framework ............................................................................................................................................ 2
1. Management structures ............................................................................................................................ 2
2. Remuneration of the Company’s management ........................................................................................ 3
2.1. Fixed remuneration ........................................................................................................................... 3
2.2. Variable remuneration ...................................................................................................................... 4
3. Contribution to the long-term performance of the Company ................................................................... 4
4. Performance criteria .................................................................................................................................. 5
5. Remuneration of the Supervisory Board members ................................................................................... 7
6. Remuneration of the Executive Board members ...................................................................................... 7
7. Company performance and changes in remuneration over the last 5 years ............................................ 8
8. Information regarding the enforcement of clawback, deviations and derogations .................................. 9
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General framework
This report is prepared in accordance with the legal provisions and will accompany the annual financial statements of Transilvania Investments Alliance S.A. The report is intended to present an overview of the remuneration and benefits granted during the last financial year to the Company’s management, in accordance with the Remuneration Policy approved by the shareholders.
In accordance with the Remuneration policy, the remunerations and benefits granted shall be disclosed in the remuneration report prepared for the last financial year, in accordance with the legal provisions, which is submitted to the vote in the Ordinary General Meeting of Shareholders together with the financial statements, the shareholders’ vote having a consultative character. The Remuneration Report is audited by the Company’s financial auditor and is available on the Company’s website for a 10-year period.
Therefore, the report for the financial year 2022 (the Report ) has been prepared in accordance with the provisions of Law 24/2017 on issuers of financial instruments and market operations, as further amended and supplemented. The Report will be submitted to the vote in the annual Ordinary General Meeting of Shareholders of April 2023, the shareholders’ vote having a consultative character.
The Remuneration report for the year 2021 was approved by the Ordinary General Meeting of Shareholders of April 2022 with the majority of the votes and no additional requirements were formulated during the general meeting.
The Remuneration Report will be published on the Company’s website
www.transilvaniainvestments.ro
and will
be available to the public for a 10-year period.
Given the Company’s capacity as an Alternative Investment Fund Manager (A.I.F.M.) and Retail Investor Alternative Investment Fund (R.I.A.I.F.), the Report is prepared also in accordance with the specific legislative framework, namely:
Law no. 74/2015 on alternative investment fund managers ;
F.S.A. Regulation no. 10/2015 on the management of alternative investment funds , as further amended and supplemented;
ESMA Guide 232/2013 on sound remuneration policies under AIFMD ;
Law no. 31/1990 on companies ;
Law no. 24/2017 on issuers of financial instruments and market operations .
1. Management structures
In accordance with the Articles of Incorporation, Transilvania Investments Alliance S.A. is managed under a two- tier system by an Executive Board which carries out its activity under the control of the Supervisory Board.
Supervisory Board
The members of the Supervisory Board are elected by the general meeting of shareholders by secret vote, for a 4-year mandate.
The members of the Supervisory Board carry out their activity based on management contracts (signed on behalf of the Company by the President of the Executive Board), the Organization and Operation Regulation of the Supervisory Board and the Company’s Articles of Incorporation.
In accordance with the Articles of Incorporation, the Supervisory Board is composed of five members, individual persons.
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As at 31.12.2022, the Supervisory Board of Transilvania Investments Alliance S.A. is composed by: Mr. Paul- George Prodan-Chairman, Mr. Radu Momanu -Deputy Chairman, Mr. Patriţiu Abrudan-member, Mr. Marius- Petre Nicoară – member and Mr. Constantin Frățilă -member.
The Supervisory Board members have been elected by the Ordinary General Meeting of Shareholders of 04.12.2020, for a 4-year mandate, starting with the date of authorization by the F.S.A. of the Board composition. The Supervisory Board members have been authorized by the F.S.A. through Authorizations no. 69/19.04.2021 and no. 80/27.04.2021.
According to the provisions of the Company Law, all the members of the Supervisory Board are non-executive members, given that none of them hold an executive position within Transilvania Investments Alliance, the company being managed under a two-tier system.
Executive Board
The Executive Board of Transilvania Investments ensures the actual management of the Company.
The members of the Executive Board are appointed by the Supervisory Board and is composed of three members, an executive president and two executive vice-presidents.
In accordance with the provisions of the Articles of Incorporation, the Executive Board is comprised of three members.
The mandate of the Executive Board members is granted for a 4-year period that can be extended for additional 4-year periods.
The members of the Executive Board perform their activity based on the mandate contract (signed on behalf of the Company by the president of the Supervisory Board), the Organisation and Operation Regulation of the Executive Board and the Company’s Articles of Incorporation.
As at 31.12.20212 the Executive Board comprises of Mr. Radu-Claudiu Roșca - Executive President, Mr. Theo- Dorian Buftea - Executive Vice-President and Mrs. Stela Corpacian-Executive Vice-President.
The current mandate of the Executive Board members expires on 20.04.2024.
2. Remuneration of the Company’s management
The remuneration of the Supervisory Board and Executive Board members is carried out in accordance with the company’s Articles of Incorporation, the Remuneration policy approved by the Ordinary General Meeting of Shareholders of 28.04.2021 and revised by the Ordinary General Meeting of Shareholders of 28.04.2022 and the share buy-back programmes for the implementation of the annual Stock Option Plans (SOP) approved by the general meeting of shareholders.
The remuneration policy was drafted in compliance with the provisions of Law no. 74/2015 on alternative investment fund managers , the ESMA Guide 232/2013 and Law no. 24/2017 on issuers of financial instruments and market operations . The remuneration policy is available on the Company’s website, along with the result of the shareholders' vote.
The approved financial and non-financial performance indicators constitute elements against which the variable component of remuneration is determined. The remuneration and benefits granted to the members of the Supervisory Board and members of the Executive Board, according to the provisions of the management /mandate contract, will be disclosed in the audited annual financial statements, in the Annual Report of the Remuneration Committee and in the Report of the Supervisory Board/Executive Board.
According to the Remuneration policy, the total annual remuneration consists in a fixed component and a variable component. There is an adequate balance between the fixed and variable component of the total remuneration. The fixed component accounts for a sufficiently high percentage out of the total remuneration,
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which provides the Company with full flexibility as concerns the policy of granting the variable component. The variable remuneration represents an occasional component of the total annual remuneration that can exclusively reward the performance of the company's staff.
2.1. Fixed remuneration
It is the fixed component of the remuneration, not conditioned by the fulfilment of certain performance criteria, whose main element consists of the salaries or indemnities granted in accordance with the management/mandate contract.
The Company intends to provide a competitive basic remuneration, aligned to the market practices, considering the focus on the variable share of the remuneration.
The level of the fixed (basic) remuneration is determined by considering the relevant professional experience and the responsibilities within the company (level of undertaken risk and decision, liability, authority and control) for each position within the organisational structure of the Company.
For each position within the company’s organisational structure, roles and responsibilities are clearly defined together with a set of skills and competencies necessary to hold the concerned position.
The level of fixed remuneration of the Supervisory Board members and the Executive Board members for the year 2022 was the following:
-
The monthly remuneration of the Supervisory Board members was approved by the Ordinary General Meeting of Shareholders as follows: 3.5 company-average gross salaries for each member of the Board, 4 company-average gross salaries for the deputy chairman and 5 company-average gross salaries for the chairman. During January-April 2022, the monthly remuneration was as follows: 2.0 company-average gross salaries for each member of the Board, 2.5 company-average gross salaries for the deputy chairman, and 3.0 company-average gross salaries for the chairman. The additional remuneration for the members of the Supervisory Board who were part of the advisory committees of the Supervisory Board represented 10% of the individual monthly remuneration, regardless of the number of committees of which they are part.
-
The limits of the monthly remuneration of the Executive Board members, according to the remuneration policy, are as follows: between 7 and 9 company-average gross salaries for the president, between 4 and 6 company-average gross salaries for the executive vice-presidents. The actual level of remuneration is established by the mandate contracts.
2.2. Variable remuneration
Variable remuneration is an additional payment or indemnity paid by the Company by considering performance criteria, being intended to recognize the performance of the identified staff within a certain period of time, and it is a differential element of the remuneration package.
The variable remuneration is granted by complying with the following general limitation: the total variable remuneration shall not exceed 1.2% of the average total asset value afferent to the year for which the variable remuneration is established, value calculated and reported in accordance with the legal provisions in force.
The members of the Supervisory Board and the Executive Board have the right to receive variable remuneration in the form of shares issued by the Company, within Stock Option Plan (S.O.P.) programs approved by the shareholders on annual basis, by complying with the legal provisions in force on variable remuneration within A.I.F.M.
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The eligibility conditions for the annual payment of the variable remuneration consider:
Individual performance, with regard to both annual objectives (KPI) and the aggregate performance of the Company
Operational (non-financial) performance
General achievements in the fiels of social responsibility.
The measurement of the risk-aligned performance is carried out in an adequate framework to guarantee that the assessment process is based on performance and that the actual payment of the variable remuneration components which depend on performance is carried out for a period which considers the Company’s policies and their inherent risks.
3. Contribution to the long-term performance of the Company
The performance is assessed in a multi-annual framework in order to ensure that the assessment process is based on long-term performance results. The outcomes of the assessment process are the basis of the motivational policies, including by granting a variable remuneration. The remuneration granted according to the Remuneration Policy actively contributes to the long-term performance of the company, falling within the multi- annual performance indicator provided in Chap. IV of the fund's Strategy and in the Investment Policy Statement.
Regarding the multi-anual framework, the Company’s Investment Policy Statement establishes an investment horizon between 2020 2024. Thus, during the mentioned investment horizon, Transilvania Investments aims to align its activity with the following performance indicator (K.P.I.): Increase in the Net Asset Value of at least 30.00%, increase calculated before any distribution of dividends and/or other forms of shareholder remuneration 1 .
The total variable remuneration is calculated so that it is in direct connection to both the individual performance level that is reached and:
The performance of the operational department which the staff member is part of (as the case may be);
The global performance of the Company, also existing the possibility of non-payment of the variable component, in case of an unsatisfactory performance.
The total remuneration granted complies with the provisions of the Remuneration Policy, respectively the structure of the variable remuneration payments, for the payment of the variable remuneration related to the year 2021, is granted and will be paid as follows:
50% granted in cash and 50% in the form of instruments/shares.
50% of the variable remuneration is the initial component, the 50% difference is subject to the deferral period;
50% of the initial variable component shall be granted in cash and 50% in the form of instruments;
50% of the variable component subject to the deferral period shall be granted in cash, and 50% shall be granted in the form of instruments every time granting takes place;
The minimum deferral period is of three years;
The 50% component subject to the deferral period is proportionally granted at the end of each of the three years n+1, n+2 and n+3, where “n” is the year for which the performance is assessed in order to establish the variable remuneration according to Annex no. 1 to the Policy, as follows:
-
16.7% of the deferred variable share shall be paid in n+1 (of which: 50% of the component subject to the deferral period shall be granted in cash and 50% shall be granted in the form of instruments);
1 The reference level is represented by the net asset value afferent to the financial statements as at 30.06.2020 and covers the period until 30.06.2024.
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-
16.7% of the deferred variable share shall be paid in n+2 (of which: 50% of the component subject to the deferral period shall be granted in cash and 50% shall be granted in the form of instruments);
-
16.6% of the deferred variable share shall be paid in n+3 (of which: 50% of the component subject to the deferral period shall be granted in cash and 50% shall be granted in the form of instruments);
-
“n” is the accrual period (the year for which the variable remuneration is granted).
4. Performance criteria
In the process of assessing the individual performance, both quantitative (financial) criteria and qualitative (non- financial) criteria are considered.
QUANTITATIVE CRITERIA - are financial indicators used to establish the variable remuneration of an identified personnel member. Quantitative measures
cover a period which is long enough to properly reflect the risk of the staff member’s actions.
QUALITATIVE CRITERIA - cover a period which is long enough to properly reflect the risk of the staff member’s actions , and there are criteria other than the quantitative ones. The qualitative criteria for each category of identified staff are described in the remuneration policy.
During 2022, the General Meeting of Shareholders:
1) noted the fulfillment by the Supervisory Board and the Executive Board of the qualitative and quantitative performance indicators intended to recognize the performance of the management structures in the financial year 2021, indicators approved by the Ordinary General Meeting of Shareholders of 28.04.2021, respectively:
Supervisory Board ( qualitative indicators, equal-weighted, with a 100% weight in the total fulfilment degree of
the performance indicators)
1. Fulfilment of the objectives regarding the implementation of the risk management policies and strategies and compliance with the Company’s risk limits and profile;
2. Implementation of an efficient corporate governance system and application of the corporate governance principles, respectively the improvement of the Company’s corporate governance score independently established by ARIR;
3. Fulfilment of the objectives regarding the supervision and control of the observance of the legal provisions in force and the Company’s internal procedures, in order to prevent the occurrence of legal and internal non-compliance situations.
Executive Board
A. Quantitative indicators (with a 60% weight in the total fulfilment degree of the performance indicators)
1. Increase of the Net Asset Value by at least 6% until the end of 2021, increase calculated before any distribution of dividends and/or other forms of shareholder remuneration, as compared to the net asset value as at 31.12.2020.
2. Attainment of the net gain (sum of net profit and net gain from transactions reflected in retained earnings) provided for by the Revenue and Expenditure Budget, approved by the General Meeting of Shareholders for the financial year 2021.
B. Qualitative indicators (equal-weighted, accounting for 40% of the total fulfilment degree of the performance indicators)
1. Implementation of an efficient corporate governance system and application of the corporate governance principles;
2. Fulfilment of the objectives regarding the implementation of the Company’s risk management policies and strategies and compliance with the risk limits and profile;
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3. Fulfilment of the objectives regarding the supervision and control of the observance of the legal provisions in force and the Company’s internal procedures, in order to prevent the occurrence of legal and internal non-compliance situations.
2) analyzed the Company’s financial results and found that they comply with the criteria established for 2021, respectively: the provisions of the Articles of Incorporation according to which the total variable remuneration shall not exceed 5% of net profit and net gain from transactions reflected in retained earnings in 2021
3) approved the variable remuneration of the Supervisory Board members and the Executive Board members for the year 2021.
Through the Incentive and Reward Plan of the identified personnel by granting free shares ("Stock Option Plan") for the year 2021, the Company sought the stimulation, retention and rewarding of the Company’s identified key personnel.
Rewarding by shares is a good international practice and an effective tool for staff’s accountability and co- interest in the achievement of long-term business objectives, it is intended to reward the Beneficiaries' contribution to the development of the Company in the financial year 2021 and to stimulate their retention in the Company, so that they continue to contribute to the Company’s development and the achievement of its business objectives, generating added value.
The Plan represents the implementation of the company's Remuneration Policy, approved through the Resolution of the Extraordinary General Meeting of Shareholders no. 1 of 04.12.2020, by which the shareholders approved the running of a buy-back programme of the Company’s own shares, in order to be distributed free of charge to the Supervisory Board members, the Executive Board members and the identified personnel, within a Stock Option Plan program, in accordance with the Company’s remuneration policy.
Consequently, during 2022 :
the share of 50% of the cash variable remuneration aferent to the year 2021 (presented below) was paid;
the shares granted as part of the benefits plan for 2021 were allotted free of charge; the Company published on 21.12.2022 the Information document on the allocation of free shares to identified personnel of Transilvania Investments Alliance S.A. . The initial component of the variable remuneration consisting of 50% of the shares was transferred to the beneficiaries, the difference of 50% of the shares being transferred to a fiduciary- lawyer, to be released during the period 2023-2025.
5. Remuneration of the Supervisory Board members
The remuneration structure of the Supervisory Board members for 2022 was the following:
Name
Total gross remuneration (% of total Supervisory Board remuneration expense, presented in the annual financial statements)
Fixed remuneration ratio
Cash variable remuneration ratio
Total % shares granted in 2022 for SOP 2021
PRODAN PAUL GEORGE
25.56%
89.73%
10.27%
6%
MOMANU RADU
20.74%
89.38%
10.62%
5%
ABRUDAN PATRIȚIU
17.64%
89.92%
10.08%
4%
NICOARA MARIUS PETRE
17.64%
89.92%
10.08%
4%
FRĂȚILĂ CONSTANTIN
18.41%
86.20%
13.80%
6%
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6. Remuneration of the Executive Board members
The remuneration structure of the Executive Board members for 2022 was the following:
Name
Total gross remuneration (% of total Executive Board remuneration expense, presented in the annual financial statements)
Fixed remuneration ratio
Cash variable remuneration ratio
Total % shares granted in 2022 for SOP 2021 *
ROȘCA RADU-CLAUDIU
56.85%
85.36%
14.64%
12%
BUFTEA THEO-DORIAN
33.29%
97.16%
2.84%
1.4%
CORPACIAN STELA
9.86%
100.00%
-
-
Other costs incurred by the Company in 2022 in relation to the members of the Supervisory Board and Executive Board are professional insurance costs, amounting to RON 102,832.
7. Company performance and changes in remuneration over the last 5 years
FY 2022 compared to FY 2021
FY 2021 compared to FY 2020
FY 2020 compared to FY 2019
FY 2019 compared to FY 2018
FY 2018 compared to FY 2017
Company peformance
Annual net profit (RON)
63,721,738
96,611,495
34,541,912
181,797,277
66,542,892
Variation (%)
-65.96%
+179.69
-80.99%
+173.20%
+3.60%
NAV per share (RON)
0.6310
0.6413
0.5412
0.5818
0.4513
Variation (%)
-1.61%
+18.49%
-6.97%
+28.92%
+1.96%
Net gain from transactions reflected in retained earnings (RON)
32,452,453
76,741,170
11,783,629
1,088,240
9,072,404
Variation (%)
-42%
551%
983%
-88%
-
Changes in the remuneration of the Supervisory Board members and Executive Board members
Supervisory Board
PRODAN PAUL GEORGE
+118.30%
N/A
N/A
N/A
N/A
MOMANU RADU
+110.41%
N/A
N/A
N/A
N/A
ABRUDAN PATRIȚIU
+123.01%
N/A
N/A
N/A
N/A
NICOARA MARIUS PETRE
+123.01%
N/A
N/A
N/A
N/A
FRĂȚILĂ CONSTANTIN
+56.08%
+28.35%
+11.82%
+31.94%
+14.31%
Executive Board
ROȘCA RADU-CLAUDIU
+45.7%
+28.35%
N/A
N/A
N/A
BUFTEA THEO-DORIAN
754.11%
N/A
N/A
N/A
N/A
CORPACIAN STELA
N/A
N/A
N/A
N/A
N/A
Employee average remuneration based on full-time equivalent
Employees (labour contracts) – average remuneration
182,355
132,650
122,258
181,080
114,627
Variation (%)
37.47%
+8.50%
-32.48%
+57.97%
+27.88%
Employee average number
39
36
40
43
44
The changes in the remunerations of the Supervisory Board members and Executive Board members have been influenced by the changes in the company’s average salary level, based on which the remuneration is established, and the periods in which the members exercised their mandates.
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N/A is mentioned for the cases in which the concerned person was not a member of the Supervisory Board or of the Executive Board in the respective year, or for the cases in which the concerned person was elected in the respective year, the comparison with the previous year not being applicable.
The annual gross remuneration granted during the last 5 years is presented below:
Supervisory Board
Total remuneration
2022
2021
2020
2019
2018
Total amount granted
3,963,195
2,224,542
3,068,210
5,274,646
2,934,469
Variation
+78.15%
-27.50%
-41.83%
+79.75%
+40.72%
Executive Board
Total remuneration
2022
2021
2020
2019
2018
Total amount granted
2,535,528
4,430,197
2,382,981
5,287,147
2,721,919
Variation
-42.77
+85.90%
-54.93%
+94.24%
+48.42%
8. Information regarding the enforcement of clawback, deviations and derogations
In 2022, there were no situations regarding the use of the possibility to recover the variable remuneration, there were no deviations or derogations from the Remuneration Policy.
Executive President
Radu - Claudiu ROŞCA
Executive Vice-President
Theo - Dorian BUFTEA
Executive Vice-President
Stela CORPACIAN
Transilvania Investments Alliance S.A.
Annual report for the year 2022
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Annex no. 7
Annex on disputes
The statement of litigations in which Transilvania Investments Alliance was involved during the year 2022 and which have as object-matter claims, liability actions against administrators, annulment of the resolutions of the general meeting of the Company's shareholders, annulment of the resolutions of the Supervisory Board or of the decisions of the supervisory authority, is the following:
Ongoing litigations
No.
Transilvania Investments’ capacity
Subject matter
Opposing party
Procedural status
1.
Defendant
Claims following F.S.A. decisions issued during of the unannounced inspection
Financial Supervisory Authority (F.S.A.)
Litigation pending on the merits of the case
2.
Defendant
Annulment of the F.S.A. Decisions no. 422, 424 and 425 of 2019 and no. 648/08.05.2019
Financial Supervisory Authority (F.S.A.)
Litigation pending on the merits of the case
3.
Plaintiff
Annulment of the Supervisory Board resolutions of 30.03.2020
Szabo Ștefan;
Carapiti Dumitru;
Luțac Gheorghe
Litigation pending on the merits of the case
4.
Defendant
Annulment of the Supervisory Board resolutions of 23.04.2020
Frățilă Constantin;
Andănuț Crinel-Valer;
Moldovan Marius-Adrian;
Petria Nicolae
Litigation pending on the merits of the case
5.
Defendant
Annulment of the Supervisory Board resolutions no.1 of 14.05.2020 și no.1 of 18.05.2020
Frățilă Constantin;
Andănuț Crinel-Valer;
Moldovan Marius-Adrian;
Petria Nicolae
Litigation pending on the merits of the case
6.
Plaintiff
Claims following the annulment of the F.S.A. decision no.1095/2018
Frățilă Constantin
Litigation pending on the merits of the case
Settled litigations
No.
Transilvania Investments’ capacity
Subject matter
Opposing party
Court decision
1.
Intervener as party plaintiff
Annulment of the F.S.A. Decisions no. 455, 456 și 457 of 30.05.2014 and the Decisions no. 917, 918 și 919 of 31.07.2014
Financial Supervisory Authority (F.S.A.)
Dismisses the application to intervene
2.
Plaintiff
Annulment of the F.S.A. Decision issued during of the unannounced inspection
Financial Supervisory Authority (F.S.A.)
1. Dismisses the action.
2. Takes note of the Company’s motion to withdraw
3.
Plaintiff
Annulment of the F.S.A. Decision no . 438 of 05.04.2018
Financial Supervisory Authority (F.S.A.)
1. Dismisses the action.
2. Takes note of the Company’s motion to withdraw
Transilvania Investments Alliance S.A.
Annual report for the year 2022
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4.
Plaintiff
Annulment of art. 3 of the F.S.A. Decisions no. 1095/2018 and 12313/2018.
Financial Supervisory Authority (F.S.A.)
Takes note of the Company’s motion to withdraw
5.
Plaintiff - Respondent
Annulment of the Supervisory Board resolutions no. 1,2 and 3 of 03.02.2020
Szabo Ștefan;
Carapiti Dumitru;
Luțac Gheorghe
1. Allows the motion
2. Allows the appeal request
Annuls in part the decision of the Brasov Tribunal regarding the annulment of the resolutions.
Reserves the disposition to reject the main application to intervene.
6.
Intervener as party plaintiff
Annulment of the Supervisory Board resolution no. 1 of 04.04.2020
Frățilă Constantin;
Andănuț Crinel-Valer;
Moldovan Marius-Adrian;
Petria Nicolae
Finds that the request for summons is outdated
7.
Plaintiff - Respondent
Annulment of the Supervisory Board resolution no. 1 of 13.04.2020
Frățilă Constantin;
Andănuț Crinel-Valer;
Moldovan Marius-Adrian;
Petria Nicolae
1. The Court of first instance takes note of the withdrawal
2. The Court of appeal allows the exception of the inadmissibility of the appeal, invoked ex officio. Dismisses the appeal and keeps judgement in full
8.
Plaintiff - Respondent
Finding absolute nullity of the Supervisory Board resolutions of 02.05.2020 and 05.05.2020
Frățilă Constantin;
Andănuț Crinel-Valer;
Moldovan Marius-Adrian;
Petria Nicolae
1. The Court of first instance takes note of the withdrawal.
2. Dismisses the appeal request and keeps the Court of first instance’s judgement.
9.
Defendant - Respondent
Annulment of the O.G.M.S. Resolution no. 1 of 28.04.2020
Diciu Cherata;
Dan Cristian Lucian;
Fercală Mihai
1. The Court of first instance dismisses the sue petition
2. The Court of appeal: Allows the appeal request, allows the main application to intervene and dismisses the judgement.
Rejudging the merits, the Court of appeal annuls the contested decision in its entirety, finds the absolute nullity of the document subject of the action and of the current reports drawn up based on this decision.
10.
Plaintiff
Liability action against administrators
Fercală Mihai
Carapiti Dumitru
Dismisses the application
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Transilvania Investments Alliance S.A.
CUI/CIF: RO 3047687 R.C. J08/3306/1992
Capital social: 216 244 379,70 lei
Str. Nicolae lorga 2, Brașov 500057, România
Autorizată A.F.I.A.: Autoriza ț ie ASF nr. 40/15.02.2018
Nr. Registru ASF: PJR071AFIAA/080005
Tel.: +40 268 415 529 Tel.: +40 268 416 171
Autorizată F.l.A.I.R.: Autoriza ț ie ASF nr. 150/09.07.2021
Nr. Registru ASF: PJR09FIAIR/080006
office@transilvaniainvestments.ro www.transilvaniainvestments.ro
Cod LEI (Legal Entity Identifier): 254900E2IL36VM93H128
IBAN B.C.R. Brașov: RO08 RNCB 0053 0085 8144 0001
Societate administrată în sistem dualist
According to the F.S.A. Regulation no. 7/2020
Certified by BRD - Groupe Société Générale S.A. Bucharest
STATEMENT
OF ASSETS AND LIABILITIES OF TRANSILVANIA INVESTMENTS ALLIANCE
as of 31.12.2022 - recalculated
RON
% of total assets
1
Intangible Assets
82,473.29
0.01
2
Tangible Assets
18,029,682.73
1.26
3
Investment property
2,119,862.00
0.15
4
Biological Assets
0.00
0.00
5
Right-Of-Use Assets Under Leases
3,514,086.64
0.25
6
Financial Assets, out of which:
1,338,568,142.97
93.86
6.1
Financial Assets at Amortized Cost, out of which:
626,769.68
0.04
6.1.1
Accounts Receivable from Share Sales to be settled during the next month
155,667.82
0.01
6.2
Financial Assets at Fair Value through Profit or Loss
668,603,215.88
46.88
6.2.1
Shares
629,040,997.05
44.11
6.2.1.1
Listed Shares
564,004,095.81
39.55
6.2.1.1.1
Shares Listed on Romanian Markets
564,004,095.81
39.55
6.2.1.1.2
Shares Listed on Markets in EU Member States
0.00
0.00
6.2.1.1.3
Shares Listed on Markets in Third Countries
0.00
0.00
6.2.1.3
Unlisted Shares
65,036,901.24
4.56
6.2.1.3.1
Domestic Unlisted Shares
65,036,901.24
4.56
6.2.1.3.2
Foreign Unlisted Shares
0.00
0.00
6.2.2
UCITS and/or AIF Equity Securities
17,469,747.89
1.23
6.2.2.1
Listed Shares
0.00
0.00
6.2.2.2
Listed Fund Units
1,730,410.79
0.12
6.2.2.2.1
Fund Units Listed on Romanian Markets
1,730,410.79
0.12
6.2.2.2.2
Fund Units Listed on Markets in EU Member States
0.00
0.00
6.2.2.2.3
Fund Units Listed on Markets in Third Countries
0.00
0.00
Pag. 2/8
Image should be here
6.2.2.3
Unlisted Fund Units
15,739,337.10
1.10
6.2.3
Bonds
22,092,470.94
1.55
6.2.3.1
Municipal Bonds
0.00
0.00
6.2.3.2
Corporate Bonds
0.00
0.00
6.2.3.2.1
Listed Corporate Bonds
0.00
0.00
6.2.3.3
Government securities
22,092,470.94
1.55
6.3
Financial Assets at Fair Value Through Other Comprehensive Income
669,338,157.41
46.94
6.3.1
Shares
550,717,541.33
38.62
6.3.1.1
Listed Shares
537,400,138.97
37.68
6.3.1.1.1
Shares Listed on Romanian Markets
537,400,138.97
37.68
6.3.1.1.2
Shares Listed on Markets in EU Member States
0.00
0.00
6.3.1.1.3
Shares Listed on Markets in Third Countries
0.00
0.00
6.3.1.3
Unlisted Shares
13,317,402.36
0.93
6.3.2
UCITS and/or AIF Equity Securities
118,182,605.64
8.29
6.3.2.1
Listed Shares
88,198,739.52
6.19
6.3.2.2
Unlisted Shares
0.00
0.00
6.3.2.3
Equity Holdings
29,983,866.12
2.10
6.3.3
Equity interests
438,010.44
0.03
7
Cash and Cash Equivalents
2,828,254.35
0.20
7.1
Cash and cash equivalents - current accounts
2,828,254.35
0.20
7.2
Credit line used
0.00
0.00
8
Bank Deposits
44,345,741.72
3.11
9
Other Assets
15,817,504.64
1.11
9.1
Dividends or Other Accounts Receivable
0.00
0.00
9.2
Newly issued securities out of which:
9,560,805.48
0.67
9.2.1
Government securities
9,560,805.48
0.67
9.3
Other Assets
6,256,699.16
0.44
10
Prepaid Expenses
787,314.43
0.06
11
TOTAL ASSETS
1,426,093,062.77
100.00
12
TOTAL LIABILITIES, out of which:
65,824,590.98
#Error
12.1
Financial Assets at Amortized Cost
30,897,465.46
#Error
12.1.1
Dividends Payable
25,018,531.76
#Error
12.1.2
Amounts Owed to Credit and Leasing Institutions
3,988,871.04
#Error
12.1.3
Trade Payables
1,867,734.75
#Error
12.1.4
Advance Payments from Customers
20.00
#Error
12.1.5
Accounts Payable to Companies within the Group
22,188.96
#Error
Pag. 3/8
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12.1.6
Accounts Payable Related to Participation Interests
118.95
#Error
12.1.7
Accounts Payable for Share Acquisitions to be settled during next month
0.00
#Error
12.2
Deferred Income Tax Liabilities
30,129,459.27
#Error
12.3
Other Liabilities- total, out of which:
4,797,666.25
#Error
12.3.1
Amounts Subscribed and Not Paid-In to Share Capital Increases and Bond Issues
0.00
#Error
12.3.2
Other Liabilities
4,797,666.25
#Error
13
Provisions for Risks and Taxes
2,105,540.00
#Error
14
Deferred Income
0.00
#Error
15
Shareholders' Equity, out of which:
1,358,162,931.39
#Error
15.1
Subscribed and Paid-in Share Capital
216,244,379.70
#Error
15.2
Equity- related Items
0.00
#Error
15.3
Other Shareholders' Equity Items
138,805,738.89
#Error
15.3.1
Changes in the Fair Value of Non-Monetary Financial Assets Measured at Fair Value through Other Comprehensive Income
133,897,465.89
#Error
15.4
Capital-Related Premium
0.00
#Error
15.5
Revaluation Reserves
15,602,906.95
#Error
15.6
Reserves
784,291,363.65
#Error
15.7
Own Shares
-2,786,400.03
#Error
15.8
Retained Earnings
142,283,204.07
#Error
15.9
Profit (Loss) For the Period
63,721,738.16
#Error
15.10
Profit Appropriation
0.00
#Error
16
NET ASSET VALUE
1,358,162,931.79
#Error
17
NUMBER OF SHARES ISSUED AND OUTSTANDING*
2,152,443,797
#Error
18
NET ASSET VALUE PER SHARE (RON/share)
0.6310
#Error
19
Number of Companies in Portfolio - total, out of which:
86
#Error
19.1
Companies Admitted to Trading on an EU Trading Venue
49
#Error
19.2
Companies Admitted to Trading on a Stock Exchange in a Third Country
0
#Error
19.3
Companies Not Admitted to Trading
37
#Error
20
Number of Investment Funds in which the Company holds Fund Units - total, of which:
6
#Error
20.1
Number of Open-End Investment Funds
3
#Error
20.2
Number of Closed-End Investment Funds
3
#Error
21
Newly issued securities (Number of Companies)
0
#Error
Pag. 4/8
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22
Number of Investment Funds in which the Company holds Equity Holdings
1
#Error
* In accordance with art. 47 para. (4) of the F.S.A. Regulation no. 7/2020 regarding the NAVPS calculation, this position represents: “the number of shares issued and outstanding as at that date, excluding the own shares redeemed by the Company.
Note: The methodology for the calculation of the net asset value is available on the Company's website: www.transilvaniainvestments.ro – “Rules and methods regarding the valuation of TRANSILVANIA INVESTMENTS ALLIANCE’s financial assets”.
Executive President Rosca Radu-Claudiu Executive Vice-President Corpacian Stela Financial Department Head of Department, Veres Diana Portfolio Management Department Financial Analyst, Popa Cristina Maria Compliance Officer, Stoica Mihaela Corina
CERTIFIED BY THE DEPOSITORY COMPANY BRD-Groupe Societe Generale S.A. Bucuresti SECURITIES DIVISION Director Claudia IONESCU Verified by ____________
Pag. 5/8
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Annex drafted in accordance with art. 38 para. (4) of Law no. 243/2019
TRANSILVANIA INVESTMENTS ALLIANCE’s portfolio assets valuated based on valuation methods in accordance with the International Valuation Standards, as at 31.12.2022
Pos.
Tax Code
Company name
Symbol
No. of shares
Value
Valuation Report
Valuation
Remarks
Weight in
Weight in
held
RON / share
Total value
Number and Date
Report
issuer's share capital (%)
SIF's total assets (%)
Listed on AeRO (SMT/SOT)
1
1102041
ARO-PALACE SA
ARO
345,704,600
0.1022
35,331,010.12
1536 / 07.03.2023
YES *
Dividend distribution
85.740
2.477
2
23058338
CASA ALBA INDEPENDENTA SIBIU
CAIN
782,468
52.5496
41,118,380.41
1537 / 07.03.2023
YES *
53.350
2.883
3
327763
COCOR SA
COCR
30,911
134.2989
4,151,313.30
1538 / 07.03.2023
YES *
10.250
0.291
4
1153932
CONCAS SA
CONK
336,756
20.5091
6,906,562.48
1540 / 07.03.2023
YES *
47.210
0.484
5
742395
DORNA TURISM SA
DOIS
455,793
7.6309
3,478,110.80
1543 / 07.03.2023
YES *
32.010
0.244
6
1118838
DUPLEX SA
DUPX
32,772
24.9970
819,201.68
4643 / 30.06.2022
YES **
26.870
0.057
7
803115
EMAILUL SA
EMAI
729,551
7.7740
5,671,529.47
1544 / 07.03.2023
YES *
28.930
0.398
8
752
FEPER SA
FEP
312,123,729
0.1796
56,057,421.73
1545 / 07.03.2023
YES *
85.800
3.931
9
2577677
INDEPENDENTA SA
INTA
1,530,636
8.6961
13,310,563.72
8863 / 29.12.2022
YES **
53.300
0.933
10
1122928
MECANICA CODLEA SA
MEOY
60,156,150
0.0889
5,347,881.74
1546 / 07.03.2023
YES *
81.070
0.375
11
1113237
MECON SA
MECP
58,966
17.0892
1,007,681.77
8866 / 29.12.2022
YES **
12.280
0.071
12
2423562
NEPTUN-OLIMP SA
NEOL
30,194,757
0.2759
8,330,733.46
1547 / 07.03.2023
YES *
41.180
0.584
13
1108834
ROMRADIATOARE SA BRASOV
RRD
11,477,141
0.9392
10,779,330.83
1548 / 07.03.2023
YES *
76.510
0.756
Pag. 6/8
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14
1879871
SANTIERUL NAVAL CONSTANTA SA
SNC
456,755
1.7908
817,956.85
8867 / 29.12.2022
YES **
0.700
0.057
15
790619
SEMBRAZ SA
SEBZ
719,900
5.0001
3,599,571.99
8868 / 29.12.2022
YES **
90.970
0.252
16
14686600
SERVICE NEPTUN 2002 SA
SECE
3,610,420
1.1507
4,154,510.29
4650 / 30.06.2022
YES **
39.620
0.291
17
9845734
TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV
TSLA
481,234,149
0.0525
25,264,792.82
1550 / 07.03.2023
YES *
93.490
1.772
18
1849307
TRATAMENT BALNEAR BUZIAS SA
BALN
145,615,772
0.0407
5,926,561.92
1551 / 07.03.2023
YES *
91.870
0.416
19
559747
TURISM COVASNA SA
TUAA
439,760,355
0.0697
30,651,296.74
1552 / 07.03.2023
YES *
92.940
2.149
20
4241753
TUSNAD SA
TSND
230,601,476
0.0716
16,511,065.68
1554 / 07.03.2023
YES *
76.410
1.158
21
2410198
UTILAJ GREU SA
UTGR
476,226
9.8643
4,697,636.13
1555 / 07.03.2023
YES *
70.390
0.329
22
23058320
VIROLA-INDEPENDENTA SIBIU
VIRO
74,307
83.5200
6,206,120.64
1556 / 07.03.2023
YES *
53.620
0.435
Listed on BSE
23
1868287
COMCM SA CONSTANTA
CMCM
134,049,930
0.3021
40,496,483.85
1539 / 07.03.2023
YES *
56.720
2.840
Unlisted
24
14662474
APOLLO ESTIVAL 2002 SA
2,350,890
2.3011
5,409,632.98
4645 / 30.06.2022
YES **
39.620
0.379
25
405195
ARCOM S.A. BUCURESTI
667
18.4358
12,296.68
6768 / 30.09.2022
YES **
Share capital increase
0.020
0.001
26
41850416
CCP.RO BUCHAREST S.A.
142,500
7.1628
1,020,699.00
4649 / 30.06.2022
YES **
Share capital increase
1.640
0.072
Pag. 7/8
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27
1559737
CONTINENTAL HOTELS SA BUCURESTI
2,729,171
3.2992
9,004,080.96
1541 / 07.03.2023
YES *
9.300
0.631
28
7800027
CRISTIANA SA
153,410
117.5130
18,027,669.33
1542 / 07.03.2023
YES *
Dividend distribution
99.800
1.264
29
9638020
DEPOZITARUL CENTRAL SA BUCURESTI
10,128,748
0.0747
756,617.48
8860 / 29.12.2022
YES **
4.000
0.053
30
1170151
FERMIT SA
151,468
8.3042
1,257,820.57
8861 / 29.12.2022
YES **
16.370
0.088
31
18846755
GRUP BIANCA TRANS SA
8,414,200
0.2083
1,752,677.86
8862 / 29.12.2022
YES **
77.470
0.123
32
8012400
INTERNATIONAL TRADE&LOGISTIC CENTER SA
81,708,428
0.1158
9,461,835.96
8864 / 29.12.2022
YES **
87.300
0.663
33
515406
IRUCOM SA
6,269
10.1335
63,526.91
4644 / 30.06.2022
YES **
17.410
0.004
34
42630141
KOGNITIVE MANUFACTURING TECH S.R.L.
238
1,840.3800
438,010.44
4651 / 30.06.2022
YES **
2.550
0.031
35
1154806
LEGUME FRUCTE BUZAU S.A.
207,822
3.6746
763,662.72
8865 / 29.12.2022
YES **
25.230
0.054
36
32947925
S.I.F. TRANSILVANIA PROJECT MANAGEMENT COMPANY SA
44,999
6.7437
303,459.76
8869 / 29.12.2022
YES **
100.000
0.021
37
33782418
SOCIETATEA DE INVESTITII CERTINVEST IMM S.A.
1,125
176.2459
198,276.64
4646 / 30.06.2022
YES **
15.630
0.014
38
2577839
SOFT APLICATIV SI SERVICII SA
47,728
27.2004
1,298,220.69
1549 / 07.03.2023
YES *
28.330
0.091
39
14630120
TOMIS ESTIVAL 2002 SA
522,893
2.9300
1,532,076.49
4652 / 30.06.2022
YES **
39.620
0.107
40
14686589
TRANSILVANIA ESTIVAL 2002 SA
3,589,861
0.2797
1,004,084.12
6040 / 31.08.2022
YES **
11.140
0.070
41
46047311
TRANSILVANIA INVESTMENTS ALLIANCE EQUITY S.A.
1,074,990
6.5536
7,045,054.46
1591 / 07.03.2023
YES **
100.000
0.494
42
26261034
TURISM LOTUS FELIX SA
484,853,142
0.0401
19,442,610.99
1553 / 07.03.2023
YES *
38.270
1.363
Pag. 8/8
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TOTAL
409,428,032.46
28.706
Explanatory note:
For the holdings whose value is estimated based on a valuation report, the valuation approaches and methodology used are those defined by the valuation standards in force, these being included in the 'Asset valuation policy and procedure.'
TRANSILVANIA INVESTMENTS ALLIANCE ’s leverage and exposure, calculated in accordance with the Regulation (EU) no. 231/2013
Method
Leverage ratio
Exposure
Gross method
101.67%
1,380,880,422
Commitment method
105.00%
1,426,093,063
Executive President, ROSCA RADU-CLAUDIU
Executive Vice-President, CORPACIAN STELA
Certified by BRD-Groupe Societe Generale S.A.
Securities Division
Director: Claudia IONESCU
Head of Department, COSTESCU CONSTANTIN
Caption
YES* = PricewaterhouseCoopers Management Consultants S.R.L. Bucuresti
YES** = TRANSILVANIA INVESTMENTS ALLIANCE
Remark = Valuation report + correction according to corporate event
Note: This statement is prepared only for companies whose share price used for the calculation of the Net Asset Value was determined based on a Valuation Report
Image should be here
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DETAILED STATEMENT OF INVESTMENTS AS AT 31.12.2022
According to Annex no.11 of the F.S.A. Regulation no. 7/2020
STATEMENT OF ASSETS AND LIABILITIES AS AT 31.12.2022
No.
Item
Beginning of the reporting period (31.12.2021)
End of the reporting period (31.12.2022)
Differences
% of net assets
% of total assets
Currency
RON
% of net assets
% of total assets
Currency
RON
RON
1
I. Total assets
108.098
100.000
8,754,351
1,483,175,241
105.002
100.000
42,613,931
1,383,479,130
-65,836,531
2
I.1. Securities and money market instruments, out of which:
88.138
81.535
0
1,216,449,073
81.718
77.826
5,525,155
1,104,339,537
-106,584,381
3
I.1.1. Securities and money market instruments admitted to trading or traded on a regulated market in Romania, out of which:
88.138
81.535
0
1,216,449,073
81.311
77.438
0
1,104,339,537
-112,109,536
4
I.1.1.1. - Shares
88.138
81.535
0
1,216,449,073
81.095
77.232
0
1,101,404,235
-115,044,838
5
I.1.1.2. - Bonds
0.000
0.000
0
0
0.000
0.000
0
0
0
6
I.1.1.3. – Government securities
#Error
#Error
#Error
#Error
0.216
0.206
0
2,935,302
2,935,302
7
I.1.2. Securities and money market instruments admitted to trading or traded on a regulated market in a Member State, out of which:
0.000
0.000
0
0
0.407
0.387
5,525,155
0
5,525,155
8
I.1.2.1. - Shares
0.000
0.000
0
0
0.000
0.000
0
0
0
9
I.1.2.2. - Bonds
0.000
0.000
0
0
0.000
0.000
0
0
0
10
I.1.2.3. – Government securities
#Error
#Error
#Error
#Error
0.407
0.387
5,525,155
0
5,525,155
11
I.1.3. Securities and money market instruments admitted to official stock exchange listing in a Third Country or negotiated on another regulated market in a Third Country
0.000
0.000
0
0
0.000
0.000
0
0
0
12
I.1.3.1. - Shares
0.000
0.000
0
0
0.000
0.000
0
0
0
2
13
I.1.3.2. - Bonds
0.000
0.000
0
0
0.000
0.000
0
0
0
14
I.1.3.3. – Government securities
#Error
#Error
#Error
#Error
0.000
0.000
0
0
0
15
I.2. Newly issued securities, out of which:
0.072
0.067
0
999,760
0.704
0.670
0
9,560,805
8,561,045
16
I.2.1.- Government securities
#Error
#Error
#Error
#Error
0.704
0.670
0
9,560,805
9,560,805
17
I.3. Other securities and money market instruments referred to in art. 83 para. (1) indent a) of G.E.O no. 32/2012, out of which:
5.213
4.822
171,554
71,773,638
5.769
5.494
0
78,354,304
6,409,112
18
I.3.1. - Unlisted shares
5.213
4.822
171,554
71,773,638
5.769
5.494
0
78,354,304
6,409,112
19
I.3.2. - Unlisted bonds
0.000
0.000
0
0
0.000
0.000
0
0
0
20
I.4. Bank deposits, out of which:
2.754
2.548
0
38,012,180
3.265
3.110
0
44,345,742
6,333,562
21
I.4.1. Bank deposits set up with credit institutions in Romania
2.754
2.548
0
38,012,180
3.265
3.110
0
44,345,742
6,333,562
22
I.4.2. Bank deposits set up with credit institutions in a Member State
0.000
0.000
0
0
0.000
0.000
0
0
0
23
I.4.3. Bank deposits set up with credit institutions in a Third Country
0.000
0.000
0
0
0.000
0.000
0
0
0
24
I.5. Derivatives traded on a regulated market
0.000
0.000
0
0
0.000
0.000
0
0
0
25
I.6. Current accounts and cash
0.714
0.660
8,571,540
1,278,767
0.208
0.198
1,961,354
866,899
-7,022,054
26
I.6.1. Cash and cash equivalents - current accounts
#Error
#Error
#Error
#Error
0.208
0.198
1,961,354
866,899
2,828,253
27
I.6.2. Credit line used
#Error
#Error
#Error
#Error
0.000
0.000
0
0
0
28
I.7. Money market instruments, other than those traded on a regulated market, in accordance with art. 82 indent g) of G.E.O. no. 32/2012 Repo type contracts on securities
0.000
0.000
0
0
1.004
0.956
0
13,632,013
13,632,013
29
I.7.1. – Government securities
#Error
#Error
#Error
#Error
1.004
0.956
0
13,632,013
13,632,013
30
I.8. AIF/UCITS equity securities
9.408
8.703
0
129,843,124
9.988
9.512
29,983,866
105,668,488
5,809,230
31
I.8.1. Shares listed on the stock exchange
6.536
6.047
0
90,213,368
6.494
6.185
0
88,198,740
-2,014,628
32
I.8.2. Fund units - Investment Funds
2.871
2.656
0
39,629,756
1.286
1.225
0
17,469,748
-22,160,008
33
I.8.3. – Government securities
#Error
#Error
#Error
#Error
2.208
2.103
29,983,866
0
29,983,866
34
I.9. Structured products
0.000
0.000
0
0
0.000
0.000
0
0
0
35
I.10. Equity interests
#Error
#Error
#Error
#Error
0.032
0.031
0
438,010
438,010
36
I.11. Dividends or other receivable rights
0.000
0.000
0
0
0.000
0.000
0
0
0
3
37
I.12. Preemptive/assignment rights
0.000
0.000
0
0
0.000
0.000
0
0
0
38
I.13. Other assets (amounts in transit, amounts at distributors, amounts at financial investment service firms, tangible and intangible assets, receivables etc.)
1.799
1.664
11,257
24,818,699
2.313
2.203
5,143,556
26,273,332
6,586,932
39
II. Total liabilities
8.098
7.491
0
111,766,939
5.002
4.763
0
67,930,131
-43,836,808
40
II.1. Fees due to the A.I.F.M.
0.000
0.000
0
0
0.000
0.000
0
0
0
41
II.2. Fees due to the Depositary
0.002
0.002
0
22,460
0.002
0.002
0
22,727
267
42
II.3. Fees due to the intermediaries
0.000
0.000
0
0
0.000
0.000
0
0
0
43
II.4. Turnover fees and other bank service fees
0.000
0.000
0
0
0.000
0.000
0
0
0
44
II.5. Interest expense
0.128
0.118
0
1,761,619
0.294
0.280
0
3,988,871
2,227,252
45
II.6. Issue expense
0.000
0.000
0
0
0.000
0.000
0
0
0
46
II.7. Fees and tariffs owed to the F.S.A.
0.008
0.007
0
107,755
0.008
0.007
0
105,761
-1,994
47
II.8. Financial auditing expenses
0.000
0.000
0
0
0.000
0.000
0
0
0
48
II.9. Other approved expenses
7.961
7.365
0
109,875,105
4.698
4.475
0
63,812,772
-46,062,333
49
II.10. Redemptions payable
0.000
0.000
0
0
0.000
0.000
0
0
0
50
III. Net Asset Value (I-II)
100.000
92.509
8,754,351
1,371,408,302
100.000
95.237
42,613,931
1,315,548,999
-21,999,723
4
Net Asset Value per Share
Item
Current period (31.12.2022)
Corresponding period of the previous year (31.12.2021)
Differences
NET ASSET VALUE
1,358,162,931.79
1,380,162,652.53
-21,999,720.74
NUMBER OF SHARES ISSUED AND OUTSTANDING*
2,152,443,797
2,152,000,000
443,797
NET ASSET VALUE PER SHARE (RON/share)
0.6310
0.6413
-0.0103
* In accordance with art. 47 para. (4) of the F.S.A. Regulation no.7/2020 regarding the NAVPS calculation, this position represents: 'the number of shares issued and outstanding as at that date, excluding the own shares redeemed by the Company'
DETAILED STATEMENT OF INVESTMENTS
I. Securities admitted to or traded on a regulated market in Romania
1. Shares traded during the last 30 trading days (working days)
5
No.
Issuer
Symbol
Date of last trading session
No. of shares held
Nominal value
Share value
Total value
Weight in the issuer’s share capital
Weight in RIAIF’s total assets
RON
RON
RON
%
%
1
AQUILA PART PROD COM S.A.
AQ
30.12.2022
475,200
0.1500
0.5520
262,310.40
0.040
0.018
2
ARO-PALACE SA *
ARO
30.12.2022
345,704,600
0.1000
0.1022
35,331,010.12
85.740
2.477
3
AROBS TRANSILVANIA SOFTWARE S.A.
AROBS
30.12.2022
186,057
0.1000
0.8130
151,264.34
0.020
0.011
4
BANCA TRANSILVANIA SA
TLV
30.12.2022
10,617,771
10.0000
19.9200
211,505,998.32
1.500
14.831
5
BRD - GROUPE SOCIETE GENERALE S.A.
BRD
30.12.2022
15,252,602
1.0000
13.0000
198,283,826.00
2.189
13.904
6
BURSA DE VALORI BUCURESTI SA
BVB
30.12.2022
661,769
10.0000
35.3000
23,360,445.70
8.222
1.638
7
CASA ALBA INDEPENDENTA SIBIU *
CAIN
09.12.2022
782,468
2.5000
52.5496
41,118,380.41
53.348
2.883
8
COCOR SA *
COCR
19.12.2022
30,911
40.0000
134.2989
4,151,313.30
10.246
0.291
9
COMCM SA CONSTANTA *
CMCM
30.12.2022
134,049,930
0.1000
0.3021
40,496,483.85
56.725
2.840
10
COMPA SA SIBIU
CMP
30.12.2022
3,353,936
0.1000
0.3920
1,314,742.91
1.533
0.092
11
CONDMAG BRASOV **
COMI
30.12.2022
19,000,000
0.1000
0.0000
0.00
4.982
0.000
12
DIGI Communications N.V.
DIGI
30.12.2022
12,000
0.0100
31.5000
378,000.00
0.034
0.027
13
DORNA TURISM SA *
DOIS
20.12.2022
455,793
2.5000
7.6309
3,478,110.80
32.014
0.244
14
EMAILUL SA *
EMAI
23.12.2022
729,551
2.5000
7.7740
5,671,529.47
28.926
0.398
15
EVERGENT INVESTMENTS S.A.
EVER
30.12.2022
46,094,532
0.1000
1.3700
63,149,508.84
4.793
4.428
16
FEPER SA *
FEP
30.12.2022
312,123,729
0.1000
0.1796
56,057,421.73
85.800
3.931
17
FONDUL PROPRIETATEA SA
FP
30.12.2022
11,638,408
0.5200
2.0400
23,742,352.32
0.187
1.665
18
HOLDE AGRI INVEST S.A.
HAI
30.12.2022
3,491,403
1.0000
1.4800
5,167,276.44
3.563
0.362
6
19
MECANICA CODLEA SA *
MEOY
20.12.2022
60,156,150
0.1000
0.0889
5,347,881.74
81.072
0.375
20
MECON SA *
MECP
09.12.2022
58,966
11.6000
17.0892
1,007,681.77
12.284
0.071
21
NEPTUN-OLIMP SA *
NEOL
13.12.2022
30,194,757
0.1000
0.2759
8,330,733.46
41.185
0.584
22
OMV PETROM SA BUCURESTI
SNP
30.12.2022
212,025,398
0.1000
0.4200
89,050,667.16
0.340
6.244
23
PROSPECTIUNI SA BUCURESTI
PRSN
30.12.2022
41,129,011
0.1000
0.0932
3,833,223.83
5.728
0.269
24
PURCARI WINERIES PUBLIC COMPANY Ltd
WINE
30.12.2022
380,000
0.0100
8.4900
3,226,200.00
0.947
0.226
25
ROCA INDUSTRY HOLDINGROCK1 SA
ROC1
30.12.2022
99,976
10.0000
10.7000
1,069,743.20
0.565
0.075
26
ROMRADIATOARE SA BRASOV *
RRD
22.12.2022
11,477,141
1.6300
0.9392
10,779,330.83
76.514
0.756
27
S.N. NUCLEARELECTRICA
SNN
30.12.2022
200,756
10.0000
42.8000
8,592,356.80
0.067
0.603
28
S.N.G.N. ROMGAZ S.A.
SNG
30.12.2022
516,950
1.0000
37.7500
19,514,862.50
0.134
1.368
29
S.N.T.G.N. TRANSGAZ SA
TGN
30.12.2022
5,446
10.0000
275.5000
1,500,373.00
0.046
0.105
30
SANTIERUL NAVAL CONSTANTA SA *
SNC
30.12.2022
456,755
2.5000
1.7908
817,956.85
0.703
0.057
31
SANTIERUL NAVAL SA
SNO
30.12.2022
5,711,432
2.5000
5.0000
28,557,160.00
50.000
2.002
32
SERVICE NEPTUN 2002 SA *
SECE
28.12.2022
3,610,420
0.1000
1.1507
4,154,510.29
39.624
0.291
33
SOCIETATEA DE INVESTITII FINANCIARE OLTENIA S.A.
SIF5
30.12.2022
759,813
0.1000
1.7200
1,306,878.36
0.152
0.092
34
SOCIETATEA ENERGETICA ELECTRICA SA
EL
30.12.2022
153,825
10.0000
8.0900
1,244,444.25
0.044
0.087
35
SPHERA FRANCHISE GROUP
SFG
30.12.2022
57,794
15.0000
14.0000
809,116.00
0.149
0.057
36
TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV *
TSLA
30.12.2022
481,234,149
0.1000
0.0525
25,264,792.82
93.494
1.772
37
TRATAMENT BALNEAR BUZIAS SA *
BALN
27.12.2022
145,615,772
0.1000
0.0407
5,926,561.92
91.871
0.416
7
38
TURISM COVASNA SA *
TUAA
16.11.2022
439,760,355
0.1000
0.0697
30,651,296.74
92.942
2.149
39
TURISM FELIX SA
TUFE
28.12.2022
313,208,036
0.1000
0.2580
80,807,673.29
63.765
5.666
40
TURISM, HOTELURI, RESTAURANTE MAREA NEAGRA SA
EFO
30.12.2022
453,885,873
0.1000
0.2030
92,138,832.22
78.798
6.461
TOTAL
1,137,552,251.98
79.766
8
* in accordance with the Fund Rules at the fair value determined based on a Valuation Report according to the valuation standards
** in accordance with the Fund Rules at 0 (zero) value – companies undergoing judicial reorganization
*** in accordance with the Fund Rules, by way of exception, at acquisition value
2. Shares not traded during the last 30 trading days (working days)
No.
Issuer
Symbol
Date of last trading session
No. of shares held
Nominal value
Share value
Total value
Weight in the issuer’s share capital
Weight in RIAIF’s total assets
RON
RON
RON
%
%
1
BIROUL DE TURISM PENTRU TINERET (BTT) SA
BIBU
25.10.2022
576,540
2.5000
0.0000
0.00
10.644
0.000
2
CONCAS SA
CONK
17.10.2013
336,756
2.5000
20.5091
6,906,562.48
47.207
0.484
3
DUPLEX SA
DUPX
16.05.2022
32,772
2.5000
24.9970
819,201.68
26.867
0.057
4
INDEPENDENTA SA
INTA
30.09.2022
1,530,636
2.5000
8.6961
13,310,563.72
53.301
0.933
5
ORGANE DE ASAMBLARE SA
ORAS
22.08.2022
12,984,511
0.1000
0.0000
0.00
95.697
0.000
6
SEMBRAZ SA
SEBZ
20.07.2022
719,900
2.0000
5.0001
3,599,571.99
90.968
0.252
7
TUSNAD SA
TSND
14.11.2022
230,601,476
0.1000
0.0716
16,511,065.68
76.408
1.158
8
UTILAJ GREU SA
UTGR
16.09.2022
476,226
2.5000
9.8643
4,697,636.13
70.387
0.329
9
VIROLA-INDEPENDENTA SIBIU
VIRO
05.10.2022
74,307
2.5000
83.5200
6,206,120.64
53.616
0.435
TOTAL
52,050,722.32
3.648
3. Shares not traded during the last 30 trading days (working days) for which the financial statements are not obtained within 90 days from the legal submission dates
Not applicable
4. Preemptive / assignment rights
Not applicable
5. Bonds admitted to trading, issued or guaranteed by local public administration authorities / corporate bonds
Not applicable
6. Bonds admitted to trading, issued or guaranteed by central public administration authorities (Government bonds)
9
Series
Date of last trading session
No. of bonds held
Acquisition date
Coupon date
Coupon maturity date
Initial value
Daily increase
Accrued interest
Accrued Discount / premium
Market price
Total value
Intermediary Bank
Weight in total bond issue
Weight in RIAIF’s total assets
RON
RON
RON
RON
%
RON
%
%
RO1624DBN027
30.12.2022
200
21.07.2022
29.04.2022
29.04.2023
910,486.68
89.04
21,904.10
#Error
95.6530
978,434.11
ING BANK
0.008
0.069
RO1624DBN027
30.12.2022
400
22.07.2022
29.04.2022
29.04.2023
1,826,475.81
178.08
43,808.20
#Error
95.6530
1,956,868.22
ING BANK
0.017
0.137
TOTAL
2,935,302.33
0.206
According to the Fund Rules, at fair value determined based on MID prices (accessed from Bloomberg-BVAL platform).
Note: For fixed-income instruments, the following valuation methods according to the Fund Rules are used:
- MID prices (accessed from Bloomberg-BVAL platform)
- Fair value measurement methods, according to the established valuation techniques
7. Other securities admitted to trading on a regulated market
Not applicable
8. Amounts under settlement for securities admitted to trading or traded on a regulated market in Romania
No.
Issuer
Securities' type
Symbol
Unit value
No. of securities traded
Total value
Weight in the issuer’s share capital / total bonds of an issuer
Weight in RIAIF’s total assets
RON
RON
%
%
1
AROBS TRANSILVANIA SOFTWARE S.A.
Shares
AROBS
0.8178
190,338
155,667.82
0.021
0.011
TOTAL
155,667.82
0.011
II. Securities admitted to trading or traded on a regulated market in another Member State
1. Shares traded during the last 30 trading days (working days)
Not applicable
2. Bonds admitted to trading, issued or guaranteed by local public administration authorities / corporate bonds
Not applicable
10
3. Bonds admitted to trading, issued or guaranteed by central public administration authorities (Government bonds)
Issuer
Series
Date of last trading session
Number of bonds held
Acquisition date
Coupon date
Coupon maturity date
Initial value
Daily increase
Accrued interest
Accrued Discount / premium
Market price
NBR exchange rate
Total value
Weight in total bond issue
Weight in RIAIF’s total assets
euro
euro
euro
euro
RON
RON
%
%
MINISTRY OF FINANCE
XS2109812508
30.12.2022
500
05.10.2022
28.01.2022
28.01.2023
321,500.00
27.40
9,232.90
#Error
67.0340
4.9474
1,703,898.79
0.036
0.119
MINISTRY OF FINANCE
XS2109812508
30.12.2022
500
12.10.2022
28.01.2022
28.01.2023
305,625.00
27.40
9,232.90
#Error
67.0340
4.9474
1,703,898.79
0.036
0.119
MINISTRY OF FINANCE
XS2434895558
30.12.2022
500
07.11.2022
07.02.2022
07.03.2023
397,250.00
29.11
9,518.85
#Error
83.6910
4.9474
2,117,357.75
0.040
0.148
TOTAL
TOTAL
5,525,155.33
0.386
According to the Fund Rules, at fair value determined based on MID prices (accessed from Bloomberg-BVAL platform).
4. Other securities admitted to trading on a regulated market in another Member State
Not applicable
5. Amounts under settlement for securities admitted to trading or traded on a regulated market in another Member State
Not applicable
III. Securities admitted to trading or traded on a regulated market in a Third Country
1. Shares traded during the last 30 trading days (working days)
Not applicable
2. Bonds admitted to trading, issued or guaranteed by local public administration authorities / corporate bonds, traded during the last 30 trading days
Not applicable
3. Other securities admitted to trading on a regulated market in a Third Country
11
Not applicable
4. Amounts under settlement for securities admitted to trading or traded on a regulated market in a Third Country
Not applicable
IV. Money market instruments admitted to trading or traded on a regulated market in Romania
Not applicable
Amounts under settlement for money market instruments admitted to trading or traded on a regulated market in Romania
Not applicable
V. Money market instruments admitted to trading or traded on a regulated market in another Member State
Not applicable
Amounts under settlement for money market instruments admitted to trading or traded on a regulated market in another Member State
Not applicable
VI. Money market instruments admitted to trading or traded on a regulated market in a Third Country
Not applicable
Amounts under settlement for money market instruments admitted to trading or traded on a regulated market in a Third Country
Not applicable
VII. Newly issued securities
1. Newly issued shares
Not applicable
2. Bonds newly issued by central public administration authorities (Government bonds)
Series
No. of bonds held
Acquisition date
Coupon date
Coupon maturity date
Initial value
Daily increase
Accrued interest
Accrued Discount / premium
Market price
Total value
Intermediary bank
Weight in total bond issue
Weight in RIAIF’s total assets
RON
RON
RON
RON
RON
RON
%
%
ROO7A2H5YIN8
400
27.07.2022
25.02.2022
25.02.2023
1,813,822.27
367.12
113,441.08
#Error
89.9360
1,912,161.10
BANCA COMERCIALA ROMANA SA
0.014
0.134
12
ROO7A2H5YIN8
400
02.08.2022
25.02.2022
25.02.2023
1,811,106.76
367.12
113,441.08
#Error
89.9360
1,912,161.10
ING BANK
0.014
0.134
ROO7A2H5YIN8
600
19.08.2022
25.02.2022
25.02.2023
2,769,100.90
550.68
170,161.62
#Error
89.9360
2,868,241.64
BANCA COMERCIALA ROMANA SA
0.021
0.201
ROO7A2H5YIN8
600
24.11.2022
25.02.2022
25.02.2023
2,777,657.62
550.68
170,161.62
#Error
89.9360
2,868,241.64
ING BANK
0.021
0.201
TOTAL
9,560,805.48
0.670
According to the Fund Rules, at fair value determined based on MID prices (accessed from Bloomberg-BVAL platform).
3. Preemptive rights (after registration with the central depositary, prior to admission to trading)
Not applicable
VIII. Other securities and money market instruments
VIII.1 Other securities
1. Shares not admitted to trading
No.
Issuer
No. of shares held
Nominal value
Share value
Total value
Weight in the issuer’s share capital / total bonds of an issuer
Weight in RIAIF’s total assets
RON
RON
%
%
1
APOLLO ESTIVAL 2002 SA
2,350,890
0.1000
2.3011
5,409,632.98
39.624
0.379
2
ARCOM S.A. BUCURESTI
667
7.2100
18.4358
12,296.68
0.023
0.001
3
CCP.RO BUCHAREST S.A.
142,500
10.0000
7.1628
1,020,699.00
1.642
0.072
4
CNM PETROMIN SA CONSTANTA
5,358,861
2.5000
0.0000
0.00
23.830
0.000
5
COMSIG SA
29,304
2.5000
0.0000
0.00
27.094
0.000
6
CONTINENTAL HOTELS SA BUCURESTI
2,729,171
3.3000
3.2992
9,004,080.96
9.302
0.631
13
7
CRISTIANA SA
153,410
100.0000
117.5130
18,027,669.33
99.798
1.264
8
DEPOZITARUL CENTRAL SA BUCURESTI
10,128,748
0.1000
0.0747
756,617.48
4.005
0.053
9
ENERGO SA
317,061
2.5000
0.0000
0.00
15.000
0.000
10
FELAM SA
374,907
2.5000
0.0000
0.00
36.223
0.000
11
FERMIT SA
151,468
2.5000
8.3042
1,257,820.57
16.372
0.088
12
GRUP BIANCA TRANS SA
8,414,200
0.1000
0.2083
1,752,677.86
77.474
0.123
13
HARGHITA SA
45,633
2.5000
0.0000
0.00
31.422
0.000
14
ICIM SA
29,748
2.5000
0.0000
0.00
3.590
0.000
15
INTERNATIONAL TRADE&LOGISTIC CENTER SA
81,708,428
0.1000
0.1158
9,461,835.96
87.302
0.663
16
IRUCOM SA
6,269
2.5000
10.1335
63,526.91
17.412
0.004
17
LEGUME FRUCTE BUZAU S.A.
207,822
2.5000
3.6746
763,662.72
25.227
0.054
18
MECANICA SA
422,503
2.5000
0.0000
0.00
10.892
0.000
19
PRAHOVA ESTIVAL 2002 SA
1,288,584
0.1000
0.0000
0.00
39.624
0.000
20
ROMAGRIBUZ RIMNICU SARAT S.A.
83,146
2.5000
0.0000
0.00
7.878
0.000
21
ROMAGRIBUZ VERGULEASA SA
280,631
2.5000
0.0000
0.00
37.298
0.000
22
S.I.F. TRANSILVANIA PROJECT MANAGEMENT COMPANY SA
44,999
10.0000
6.7437
303,459.76
99.998
0.021
23
SIBAREX SA
1,215,711
1.6000
0.0000
0.00
52.853
0.000
24
SIMEC SA
197,044
2.5000
0.0000
0.00
45.775
0.000
25
SIRETUL PASCANI
17,116,533
0.1000
0.0000
0.00
10.781
0.000
14
26
SOCIETATEA DE INVESTITII CERTINVEST IMM S.A.
1,125
200.0000
176.2459
198,276.64
15.625
0.014
27
SOFT APLICATIV SI SERVICII SA
47,728
2.5000
27.2004
1,298,220.69
28.326
0.091
28
TERRACOTTA STAR SA
2,209,017
1.8000
0.0000
0.00
97.483
0.000
29
TOMIS ESTIVAL 2002 SA
522,893
0.1000
2.9300
1,532,076.49
39.624
0.107
30
TRANSILVANIA ESTIVAL 2002 SA
3,589,861
0.1000
0.2797
1,004,084.12
11.136
0.070
31
TRANSILVANIA HOTELS & TRAVEL S.A.
1,123,180
2.5000
0.0000
0.00
37.014
0.000
32
TRANSILVANIA INVESTMENTS ALLIANCE EQUITY S.A.
1,074,990
10.0000
6.5536
7,045,054.46
99.999
0.494
33
TURISM LOTUS FELIX SA
484,853,142
0.1000
0.0401
19,442,610.99
38.268
1.363
34
The Foundations Feeder
124,000
1.0000
0.0000
0.00
26.667
0.000
35
VERITAS PANCIU SA
656,693
2.5000
0.0000
0.00
26.333
0.000
36
VITIVINICOLA BASARABI SA
342,580
2.5000
0.0000
0.00
10.860
0.000
TOTAL
78,354,303.60
5.492
2. Shares traded within other systems than regulated markets
Not applicable
3. Shares not admitted to trading measured at zero value (lack of updated financial statements submitted to the Trade Register)
Not applicable
4. Bonds not admitted to trading
Not applicable
15
5. Amounts under settlement for shares traded within other systems than regulated markets
Not applicable
VIII.2. Other money market instruments referred to in art. 83 para. (1) indent a) of G.E.O. no. 32/2012
1. Commercial papers
Not applicable
IX. Current accounts and cash
1. Current accounts and cash, in RON
16
No.
Bank name
Present value
Weight in RIAIF’s total assets
RON
%
BANCA COMERCIALA ROMANA SA Sucursala BRASOV
1
RO34RNCB0053008581442637
0.00
0.000
2
RO08RNCB0053008581440001
90,929.64
0.006
Total BANCA COMERCIALA ROMANA SA Sucursala BRASOV
90,929.64
0.006
BANCA ROMANEASCA
3
R011BRMA0999100094603805
219.52
0.000
Total BANCA ROMANEASCA
219.52
0.000
BANCA TRANSILVANIA SA
4
RO04BTRLRONCRT0422456701
65,863.41
0.005
5
RO67BTRLRONVBSG422456701
3,867.58
0.000
6
RO74BTRLRONCRT0422456702
10,718.24
0.001
7
RO36BTRLRONDISB000703201
253,884.90
0.018
8
RO84BTRLRONDISB000703501
365,762.71
0.026
Total BANCA TRANSILVANIA SA
700,096.84
0.049
BRD - GROUPE SOCIETE GENERALE S.A.
9
RO12BRDE080SV08838330800
0.00
0.000
Total BRD - GROUPE SOCIETE GENERALE S.A.
0.00
0.000
ING BANK
10
RO85INGB0009008122758918
19,876.55
0.001
11
RO27INGB0009008221788911
34.84
0.000
12
RO10INGB5011999910727283
4,287.70
0.000
13
RO37INGB5011999910727282
13,955.06
0.001
Total ING BANK
38,154.15
0.003
OTP BANK ROMANIA SA Sucursala Brasov
17
14
RO05OTPV211000012040RO04
28,866.52
0.002
Total OTP BANK ROMANIA SA Sucursala Brasov
28,866.52
0.002
TRANSILVANIA INVESTMENTS ALLIANCE
15
Casa
2,991.27
0.000
Total TRANSILVANIA INVESTMENTS ALLIANCE
2,991.27
0.000
UNICREDIT TIRIAC BANK
16
RO41BACX0000000563501000
550.52
0.000
Total UNICREDIT TIRIAC BANK
550.52
0.000
VISTA BANK
17
RO54EGNA1010000001243438
5,091.02
0.000
Total VISTA BANK
5,091.02
0.000
TOTAL
866,899.48
0.061
18
2. Current accounts and cash, in foreign currency
No.
Bank name
Present value
NBR exchange rate
Present value RON
Weight in RIAIF’s total assets
Currency
%
Current accounts and cash in EUR
1
BANCA COMERCIALA ROMANA SA - RO78RNCB0053008581440002
5,020.03
4.9474
24,836.10
0.002
2
BRD - GROUPE SOCIETE GENERALE S.A. - RO90BRDE080SV27929280800
100,049.70
4.9474
494,985.89
0.035
3
ING BANK - RO34INGB0009008122750718
268,447.75
4.9474
1,328,118.40
0.093
Current accounts and cash in GBP
1
BANCA COMERCIALA ROMANA SA - RO29RNCB0053008581442242
96.49
5.5878
539.17
0.000
Current accounts and cash in USD
1
BANCA COMERCIALA ROMANA SA - RO67RNCB0053008581440006
93.45
4.6346
433.10
0.000
2
BRD - GROUPE SOCIETE GENERALE S.A. - RO58BRDE080SV35468760800
24,261.47
4.6346
112,442.21
0.008
TOTAL
1,961,354.87
0.138
X. Bank deposits by categories: deposits set up with credit institutions in Romania / in another Member State / in a Third Country
1. Bank deposits in RON
19
No.
Bank name
Set up date
Maturity date
Initial value
Daily increase
Accrued interest
Total value
Weight in RIAIF’s total assets
RON
RON
RON
RON
%
BANCA COMERCIALA ROMANA SA
1
BANCA COMERCIALA ROMANA SA
20.12.2022
09.01.2023
1,900,000.00
332.50
3,990.00
1,903,990.00
0.134
Total BANCA COMERCIALA ROMANA SA
1,903,990.00
0.134
BANCA TRANSILVANIA SA
1
BANCA TRANSILVANIA SA
20.12.2022
05.01.2023
8,400,000.00
1,540.00
18,480.00
8,418,480.00
0.590
2
BANCA TRANSILVANIA SA
19.12.2022
05.01.2023
12,000,000.00
2,200.00
28,600.00
12,028,600.00
0.843
Total BANCA TRANSILVANIA SA
20,447,080.00
1.433
BRD - GROUPE SOCIETE GENERALE S.A.
1
BRD - GROUPE SOCIETE GENERALE S.A.
21.12.2022
05.01.2023
6,535,156.01
907.66
9,984.27
6,545,140.28
0.459
2
BRD - GROUPE SOCIETE GENERALE S.A.
22.12.2022
06.01.2023
9,482,202.10
1,356.48
13,564.82
9,495,766.92
0.666
3
BRD - GROUPE SOCIETE GENERALE S.A.
23.12.2022
05.01.2023
1,425,798.02
205.95
1,853.54
1,427,651.56
0.100
4
BRD - GROUPE SOCIETE GENERALE S.A.
27.12.2022
05.01.2023
2,801,686.27
389.12
1,945.62
2,803,631.89
0.197
5
BRD - GROUPE SOCIETE GENERALE S.A.
30.12.2022
06.01.2023
824,877.48
112.28
224.55
825,102.03
0.058
Total BRD - GROUPE SOCIETE GENERALE S.A.
21,097,292.68
1.480
ING BANK
1
ING BANK
31.12.2022
01.01.2023
27.35
0.00
0.00
27.35
0.000
2
ING BANK
30.12.2022
06.01.2023
700,000.00
98.19
196.39
700,196.39
0.049
3
ING BANK
30.12.2022
03.01.2023
197,100.00
27.65
55.30
197,155.30
0.014
Total ING BANK
897,379.04
0.063
TOTAL
44,345,741.72
3.110
2. Bank deposits in foreign currency
Not applicable
XI. Derivatives traded on a regulated market
- by categories: on a regulated market in Romania/in a Member State/in a Third Country
1. Futures contracts
Not applicable
20
2. Options
Not applicable
3. Amounts under settlement for derivatives traded on a regulated market
Not applicable
XII. Derivatives negotiated outside the regulated markets
1. Forward contracts
Not applicable
2. Swaps contracts
- valuation based on quotation
Not applicable
- valuation based on the determination of the present value of payments under the contract
Not applicable
3. Contracts for difference (CFD)
Not applicable
4. Other derivative contracts in relation to securities, currencies, interest or profitability rates or other derivatives, financial indexes or indicators/other derivative contracts in relation to commodities that have to be settled in cash or can be settled in cash at the request of one of the parties
Not applicable
XIII. Money market instruments, other than those traded on a regulated market, in accordance with art. 82 indent g) of G.E.O. no. 32/2012
1. Bonds issued by central public administration authorities (Government bonds)
Series
No. of bonds held
Acquisition date
Coupon date
Coupon maturity date
Initial value
Daily increase
Accrued interest
Accrued Discount / premium
Market price
Total value
Intermediary bank
Weight in total bond issue
Weight in RIAIF’s total assets
RON
RON
RON
RON
RON
RON
%
%
RO3B41D8EX14
800
17.10.2022
25.07.2022
25.07.2023
3,163,431.76
531.51
84,509.60
#Error
84.3100
3,456,909.59
ING BANK
0.030
0.242
RO3B41D8EX14
600
01.11.2022
25.07.2022
25.07.2023
2,387,876.12
398.63
63,382.20
#Error
84.3100
2,592,682.19
ING BANK
0.022
0.182
RO3B41D8EX14
600
03.11.2022
25.07.2022
25.07.2023
2,334,904.60
398.63
63,382.20
#Error
84.3100
2,592,682.19
ING BANK
0.022
0.182
21
RO3B41D8EX14
600
10.11.2022
25.07.2022
25.07.2023
2,447,573.08
398.63
63,382.20
#Error
84.3100
2,592,682.19
ING BANK
0.022
0.182
RO7P95F9FNY6
600
24.10.2022
25.10.2022
25.10.2023
2,184,586.46
205.48
13,767.12
#Error
79.4430
2,397,057.12
BANCA COMERCIALA ROMANA SA
0.028
0.168
TOTAL
13,632,013.28
0.956
According to the Fund Rules, at fair value determined based on MID prices (accessed from Bloomberg-BVAL platform).
XIV. UCITS/AIF equity securities
1. Equity securities denominated in RON
No.
Fund name
Date of last trading session
No. of fund units/shares held
Fund unit value (NAV per unit)
Market price
Total value
Weight in UCITS/AIF’s total equity securities
Weight in RIAIF’s total assets
RON
RON
RON
%
%
1
BT MAXIM
527,797.325827
16.9110
#Error
8,925,580.58
4.639
0.626
2
FDI GlobUS BlueChips
27,486.870000
10.1425
#Error
278,785.58
10.944
0.020
3
FDI NAPOCA
413,086.580000
0.7129
#Error
294,489.42
1.763
0.021
4
FIAIP Professional Globinvest
100.000000
7,855.0793
#Error
785,507.93
19.881
0.055
5
FIAIR FONDUL PRIVAT COMERCIAL
11,932.550000
457.1507
#Error
5,454,973.59
3.440
0.383
6
FOND INCHIS DE INVESTITII BET-FI INDEX INVEST
15.09.2022
2,054.000000
842.4590
#Error
1,730,410.79
16.009
0.121
Total
17,469,747.89
1.226
2. Equity securities denominated in foreign currency
22
No.
Fund name
ISIN
Date of last trading session
No. of fund units / Equity holdings
Fund unit value (NAV per unit)
Market price
NBR exchange rate
Total value
Weight in UCITS/AIF’s total equity securities
Weight in RIAIF’s total assets
Currency
Currency
RON
RON
%
%
Equity securities denominated in EUR
1
CCL CEECAT Fund II SCSp
1.000000
6,060,530.0000
#Error
4.9474
29,983,866.12
7.542
2.103
Total EUR
29,983,866.12
2.103
Total
29,983,866.12
2.103
3. Amounts under settlement for equity securities denominated in RON
Not applicable
4. Amounts under settlement for equity securities denominated in foreign currency
Not applicable
XV Equity interests
No.
Issuer
No. of equity interests
Acquisition date
Unit value
Valued amount
Date of last valuation
Weight in RIAIF’s total assets
RON
RON
%
1
KOGNITIVE MANUFACTURING TECH S.R.L.
238
23.02.2022
1,840.3800
438,010.44
30.06.2022
0.031
TOTAL
438,010.44
0.031
XVI. Dividends or other receivable rights
1. Dividends receivable
Not applicable
2. Shares distributed without consideration in cash
Not applicable
23
3. Shares distributed with consideration in cash
Not applicable
4. Amounts payable for shares distributed with consideration in cash
Not applicable
5. Preemptive rights (prior to admission to trading and after the trading period)
Not applicable
Evolution of Net Asset Value and NAV per share during the last 3 reporting periods
31.12.2020
31.12.2021
31.12.2022
NET ASSET VALUE
1,170,308,202.00
1,380,162,652.53
1,358,162,931.79
NET ASSET VALUE PER SHARE (RON/share)
0.5412
0.6413
0.6310
Transilvania Investments Alliance’s leverage and exposure, calculated in accordance with the Regulation (EU) no. 231/2013 (in accordance with art. 38, para. (4) of Law no. 243/2019).
Method
Leverage ratio
Exposure value
Gross method
101.67%
1,380,880,422
Commitment method
105.00%
1,426,093,063
Executive President, ROSCA RADU-CLAUDIU Executive Vice-President, CORPACIAN STELA Financial Department Head of department, VERES DIANA Portfolio Management Department Head of department, COSTESCU CONSTANTIN Compliance officer, STOICA MIHAELA CORINA
CERTIFIED BY THE DEPOSITORY COMPANY BRD-Groupe Societe Generale S.A. Bucuresti SECURITIES DIVISION Director Claudia IONESCU Verified by ____________
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
TRANSILVANIA INVESTMENTS ALLIANCE S.A.
FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2022
Prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS) and Financial Supervisory Authority Rule (“FSA”) no. 39/2015 regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated and supervised by the FSA – Financial Investments and Instruments Sector, with subsequent amendments (herein after “FSA Rule no. 39/2015”)
TRANSILVANIA INVESTMENTS ALLIANCE S.A.
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
TABLE OF CONTENTS
INDEPENDENT AUDITOR’S REPORT 1 – 5
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 6
STATEMENT OF FINANCIAL POSITION 7
STATEMENT OF CHANGES IN EQUITY 8 – 9
STATEMENT OF CASH FLOWS 10
NOTES TO THE FINANCIAL STATEMENTS 11 – 92
TRANSILVANIA INVESTMENTS ALLIANCE S.A.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
6
Description
Note
December 31,
2022
December 31,
2021
Dividend income
4
107.805.920
32.915.652
Bank interest income
1.259.682
648.723
Interest income from government securities measured as financial assets at fair value through profit or loss
638.889
-
Net gain/ (loss) on financial assets at fair value through profit or loss
5
(34.188.741)
87.550.963
Operating income
6
15.824.187
7.076.232
Total net income
91.339.937
128.191.570
Total employee benefit expense
7
(12.157.454)
(20.482.083)
Fees and commissions expense
8
(2.257.533)
(2.058.120)
Impairment of financial assets
208.904
(1.626.215)
Operating expenses
9
(11.294.501)
(7.623.130)
Finance costs
(878.469)
(908.300)
Net provision losses
(1.809.107)
-
Total expenses
(28.188.160)
(32.697.848)
Profit before tax
63.151.777
95.493.723
Income tax benefit
10
569.961
1.117.772
Profit for the year
63.721.738
96.611.495
Other comprehensive income/(loss):
Items that will not be reclassified to profit or loss:
Net gain/(loss) on revaluation of equity investments at fair value through other comprehensive income, net of deferred tax
24
(88.134.703)
113.360.157
Increases/(Decreases) in revaluation reserve of property, plant and equipment, net of deferred tax
25
3.623.423
241.918
Other comprehensive income/(loss) for the year
(84.511.281)
113.602.075
Total comprehensive income for the year
(20.789.542)
210.213.570
Earnings per Share
11
0,0296
0.0447
Diluted Earnings per Share
11
0,0296
0.0447
Authorized and signed at 24 March 2023 by:
President of the Executive Board
Head of Financial Department
Roșca Radu Claudiu
Vereș Diana
TRANSILVANIA INVESTMENTS ALLIANCE S.A
STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
7
Note
December 31,
2022
December 31,
2021
Cash and cash equivalents
12
47.173.996
47.862.487
Financial assets measured at fair value through profit or loss
13
646.510.745
706.841.055
Treasury bills measured at fair value through profit or loss
31.653.276
-
Financial assets measured at fair value through other comprehensive income
14
669.338.157
711.396.334
Financial assets at amortised cost
15
6.719.070
7.694.516
Other assets
16
951.713
1.605.185
Intangible assets
17
82.473
120.024
Property, plant and equipment
17
18.029.683
12.734.077
Investment property
18
2.119.862
2.066.451
Right of use assets under leases
19
3.514.086
1.609.463
Total assets
1.426.093.062
1.491.929.592
Financial liabilities
20
26.908.594
40.878.905
Loans from banks
21
-
-
Lease liabilities
19
3.988.871
1.761.619
Deferred income tax liabilities
10
30.129.459
49.473.069
Current income tax liabilities
10
3.650.349
14.587.916
Other liabilities
22
1.443.750
5.065.430
Provisions
1.809.107
-
Total liabilities
67.930.130
111.766.939
Share capital
23
216.244.380
216.244.380
Retained earnings
206.004.942
206.411.822
Revaluation reserves on financial assets at fair value through other comprehensive income
24
133.897.466
254.484.622
Revaluation reserve for property, plant and equipment
25
15.602.907
11.979.484
Other reserves
26
784.291.364
691.314.508
Equity-based payments to employees and management
28
4.908.273
4.250.000
Own shares
27
(2.786.400)
(4.522.164)
Total equity
1.358.162.932
1.380.162.653
Total liabilities and equity
1.426.093.062
1.491.929.592
Authorized and signed at 24 March 2023 by:
President of the Executive Board
Head of Financial Department
Roșca Radu Claudiu
Vereș Diana
TRANSILVANIA INVESTMENTS ALLIANCE S.A
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
8
Note
Share
capital
Revaluation
reserve for
property, plant and equipment
Revaluation
reserve for
financial assets at fair value through other comprehensive income
Other
reserves
Retained
earnings
Equity-based payments to employees and management
Treasury shares
Total
Balance at January 1, 2022
216.244.380
11.979.484
254.484.622
691.314.508
206.411.823
4.250.000
(4.522.164)
1.380.162.653
Comprehensive income:
Profit for the year
-
-
-
-
63.721.738
-
-
63.721.738
Other comprehensive income:
Loss on the revaluation of financial assets at fair value through other comprehensive income, net of deferred tax
24
-
-
(88.134.703)
-
-
-
-
(88.134.703)
Revaluation on property, plant and equipment, net of deferred tax
25
-
3.653.846
-
-
-
-
-
3.653.846
Depreciation transfer to retained earnings on property, plant and equipment upon disposal, net of deferred tax
25
-
(30.423)
-
-
30.423
-
-
-
Equity-based payments to employees and management
28
-
-
-
-
-
658.273
-
658.273
Total comprehensive income for 2022
216.244.380
15.602.907
166.349.919
691.314.508
270.163.984
4.908.273
(4.522.164)
1.360.061.807
A
Transfer of reserve to retained earnings upon the sale of financial assets at fair value through other comprehensive income, net of deferred tax
24
-
-
(32.452.453)
-
32.452.453
-
-
-
Allocation of financial instruments under the Stock option Plan
4.522.164
4.522.164
Transactions with owners in their capacity as owners:
-
-
-
(3.634.639)
-
-
-
(3.634.639)
Legal reserve
-
-
-
-
-
-
-
Allocation of reserves from previous years' profits
-
-
-
96.611.495
(96.611.495)
-
-
-
Treasury shares
-
-
-
-
-
-
(2.786.400)
(2.786.400)
Balance at December 31, 2022
216.244.380
15.602.907
133.897.466
784.291.364
206.044.942
4.908.273
(2.786.400)
1.358.162.932
Authorized and signed at ……………by:
President of the Executive Board
Head of Financial Department
Roșca Radu Claudiu
Vereș Diana
TRANSILVANIA INVESTMENTS ALLIANCE S.A
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
9
Note
Share
capital
Revaluation
reserve for
property, plant and equipment
Revaluation
reserve for
financial assets at fair value through other comprehensive income
Other
reserves
Retained
earnings
Equity-based payments to employees and management
Treasury shares
Total
Balance at January 1, 2021
216.244.380
11.991.039
217.865.635
656.772.596
67.347.597
-
-
1.170.221.247
Comprehensive income:
Profit for the year
-
-
-
-
96.611.495
-
-
96.411.495
Other comprehensive income:
Net gain on the revaluation of financial assets at fair value through other comprehensive income, net of deferred tax
24
-
-
113.360.157
-
-
-
-
113.360.183
Revaluation on property, plant and equipment, net of deferred tax
25
-
241.918
-
-
-
-
-
241.918
Depreciation transfer to retained earnings on property, plant and equipment upon disposal, net of deferred tax
25
-
(253.473)
-
-
(253.473)
-
-
-
Equity-based payments to employees and management
28
-
-
-
-
-
4.250.000
-
4.250.000
Total comprehensive income for 2021
216.244.380
11.979.484
331.225.792
656.772.596
164.212.565
4.250.000
-
1.384.684.843
Transfer of reserve to retained earnings upon the sale of financial assets at fair value through other comprehensive income, net of deferred tax
24
-
-
(76.741.170)
-
76.741.170
-
-
-
Transactions with owners in their capacity as owners:
Legal reserve
-
-
-
-
-
-
-
-
Allocation of reserves from previous years' profits
-
-
-
34.541.912
(34.541.912)
-
-
-
Treasury shares
-
-
-
-
-
-
(4.522.164)
(4.522.164)
Balance at December 31, 2021
216.244.380
11.979.484
254.484.622
691.314.508
206.411.822
4.250.000
(4.522.164)
1.380.162.653
Authorized and signed at 24 March 2023 by:
President of the Executive Board
Head of Financial Department
Roșca Radu Claudiu
Vereș Diana
TRANSILVANIA INVESTMENTS ALLIANCE S.A
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
10
December 31,
2022
December 31,
2021
Cash flows from operating activities, total out of which:
11.155.871
22.298.736
Receipt from clients
750.140
3.293
Payment towards suppliers and employees
(18.444.643)
(12.682.138)
Proceeds from sale of equity investments
169.229.944
216.998.568
Payments for purchasing equity investments
(226.392.487)
(208.923.986)
Income tax paid
(16.549.026)
(404.133)
Interest received
2.267.719
648.722
Dividends received (net of withholding tax)
107.805.919
32.915.620
Payments of contributions, tariffs, taxes, owned to the state budget
(6.204.218)
(5.159.628)
Other payments from operating activities
(987.424)
(1.202.832)
Other payments from investment
activities (including trading sales commission)
(320.055)
105.250
Cash flows from investing activities, total out of which:
(1.947.643)
(402.705)
Payments for purchase of tangible and intangible assets
(2.070.213)
(541.416)
Receipts from sale of tangible assets
122.570
138.711
Cash flows from financing activities, total out of which:
(9.896.719)
(44.542.774)
Dividends paid to shareholders
(963.988)
(3.400.934)
Short term loan
(437.918)
(40.000.000)
Interest paid
(262.007)
(838.867)
Payments related to lease contracts
(924.230)
(302.973)
Payments for own shares repurchased
(7.308.577)
-
Net increase of cash and cash equivalents
(688.491)
(22.646.743)
Cash and cash equivalents at the beginning of the year
47.862.487
70.509.230
Cash and cash equivalents at the end of the year
47.173.996
47.862.487
Authorized and signed at 24 March 2023 by:
President of the Executive Board
Head of Financial Department
Roșca Radu Claudiu
Vereș Diana
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
11
1. GENERAL INFORMATION
TRANSILVANIA INVESTMENTS ALLIANCE SA (“Transilvania Investments” or the “Company”) is a company established in 1996 in accordance with Law 133/1996 operating in Romania according to Law 31/1990 regarding trading companies and Law 297/2004 regarding capital markets and Law no. 243/2019 regulating alternative investment funds.
The regulated market on which the issued securities are traded is the Bucharest Stock Exchange -market symbol: TRANSI as of 14 March 2022 (previous market symbol: SIF3).
As of 28.02.2022, the Company changed its name from Societatea de Investi ții Financiare Transilvania S.A. to Transilvania Investments Alliance S.A.
The Company is a joint-stock company from a legal point of view.
The Company has its headquarters in Braşov, 2 Nicolae Iorga Street, Postal Code 500057
Contact details of the Company are:
Phone: 0268-416171
Fax: 0268-473215
Web page:
www.
transilvaniainvestments.ro
e-mail: office@ transilvaniainvestments.ro
Registration code with the Trade Registry: 3047687
Tax code: RO 3047687
Order number in the Trade Registry: J08/3306/1992
The Company is registered with the National Securities Commission (“NSC”) within the FSA through Certificate no. 401/05.02.2020 and the FSA Registry in Section 8 Alternative Investment Fund Managers, Sub-section Alternative investment fund Managers authorised by the FSA (A.F.I.A.A.) under no. PJR07 1 A.F.I.A.A./080005. According to the Constitutive Act, the main activity of the Company is “Other financial brokerage” NACE code: 6499.
The Company performs its activity in Romania.
At December 31, 2022 the share capital subscribed and paid-up as registered with the Trade Register is RON 216,244,379.80 (December 31, 2021: RON 216,244,379.80) and is divided into 2,162,443,797 shares (December 31, 2021: 2,162,443,797 shares).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The main accounting policies applied for preparing these financial statements in accordance with IFRS are presented below.
These financial statements are prepared on a going concern basis.
2.1 Basis of preparation
The financial statements of the Company were prepared in accordance with International Financial Reporting Standards, as adopted by the European Union (“IFRS”) and in accordance with Norm no. 39 from 28 December 2015 for the approval of the Accounting Regulations in accordance with the International Financial Reporting Standards, applicable to the authorized entities, regulated and supervised by the Financial Supervisory Authority (“FSA”) Instruments and financial investments sector (“Rule 39/2015”).
Starting January 1, 2015, the Company applies the amendments of IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure in interests in other entities and IAS 27 - Separate Financial Statements (“Amendments”), being the date at which the classification criteria as investment entity were fulfilled.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
12
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.1 Basis of preparation (continued)
The Amendments introduced an exception to the principle from IFRS 10 "Consolidated Financial Statements", under which all subsidiaries must be consolidated. The Amendments define an investment entity and provide that a parent company that is classified as investment entity has to measure the subsidiaries at fair value through profit or loss instead of consolidating those subsidiaries in its consolidated financial statements, as such the Company no longer consolidates subsidiaries and associates and prepares only separate financial statements. The Company does not have any subsidiary providing services that relate to the investment Company’s investment activities. The management of Transilvania Investments assesses annually whether the Company is still an investment entity.
2.2 Basis of measurement
The financial statements of the Company have been prepared under the historical cost convention, except for the revaluation of financial instruments at fair value through profit or loss, financial assets recognised at fair value through other comprehensive income and for the fair value revaluation of land and buildings.
These financial statements have been prepared on a going concern basis which assumes that the Company will continue its activity in the foreseeable future as well. The Company’s management considers that the Company will continue to operate normally in the future and, consequently, the financial statements have been prepared on this basis.
2.3 Foreign currency translation
a) Functional and presentation currency
The functional currency is the Romanian leu (“RON). This is the currency of the primary economic environment in which the Company performs its activity. The financial statements are prepared and presented in RON, unless otherwise stated.
b) Transaction and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency monetary assets and liabilities are translated into RON currency at the official exchange rate of the National Bank of Romania (“NBR”) at the end of the reporting period. The translation to the official exchange rate at the end of the reporting period is not applied to non-monetary assets and liabilities measured at historical cost.
The exchange rate of major foreign currencies was:
Currency
December 31,
2022
December 31,
2021
Increase /
(decrease)
(%)
Euro (EUR)
1: RON 4,9474
1: RON 4,9481
(0,01)
US Dollar (USD)
1: RON 4,6346
1: RON 4,3707
6,04
The foreign exchange differences resulted from the monetary and non-monetary items are reported as follows:
a) As part of “Net gains /(losses) on unrealised FX differences” in “Other operating expenses” for the registered FX differences from revaluation of cash and cash equivalents in foreign currency;
b) As part of “Net gains /(losses) on FX differences realised from transactions” recorded in “Other operating income”;
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
13
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3 Foreign currency translation (continued)
b) Transaction and balances (continued)
c) As part of “Net gains /(losses) from financial assets at fair value through profit or loss” for the gains or losses from the revaluation of financial assets at fair value through profit or loss; and
d) As part of “Gains less losses from financial assets at fair value through other comprehensive income, net of deferred tax” for the gains or losses on the revaluation of financial assets at fair value through other comprehensive income.
2.4 Use of estimates and judgements
The preparation of the financial statements in accordance with IFRS requires the use of management estimates, judgments and assumptions that affect the amounts recognised in the financial statements, as well as the following year reported value of the assets and liabilities. Estimates and assumptions associated with these are based on historical experience and other factors deemed reasonable in light of the given circumstances, and the result of this considerations represents the basis for the judgements used when establishing the accounting value of the assets and liabilities for which no other valuation sources are available. The results obtained may differ from the value of the estimates.
Estimates and underlying assumptions are periodically reviewed. The revisions of accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period in which the estimate is revised and future periods if the revision affects both current period and following periods.
Change in estimates, in its nature, is not related to prior periods and is not a correction of errors.
To the extent these kinds of change in estimates give rise to changes in assets and liabilities or equity, the effect of changes is recognized by adjusting the carrying amount of the related assets, liabilities or equity item in the period of the change.
The main notes that present estimates with material impact on the amounts recognised in the financial statements are:
Note 3.1 – Measurement as investment entity;
Note 10 – Current income and deferred tax;
Note 25 – Revaluation reserve for property, plant and equipment;
Note 31 – Fair values of financial assets and liabilities;
Note 32 – Risk management;
Note 34 – Commitments and contingencies.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
14
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.5 Going concern
The Company closely monitors the development of the economic environment and the effects of the economic measures applied at national and international level. However, the Company's management considers that the monitoring process faces a series of specific difficulties given that the economic environment is expected to continue to be characterized by high volatility and a high degree of unpredictability.
In its capacity as investment fund authorized as an A.I.F.M. by the competent authorities, Transilvania Investments developed procedures regarding the carrying out of its activity in crisis conditions. The entire activity of crisis management is done procedurally and proactively in order to reduce the adverse effects that may be generated by such situations.
In this respect, the management of Transilvania Investments, through stress tests (crisis simulations) performed in accordance with the applicable legal framework, regularly tests negative scenarios that could have an impact on the result of the year, on the net asset value and on the Company's operations. The most recent crisis simulation was conducted in November 2022 and targeted also exceptional market conditions, identifying market stressors that could impact the portfolio of listed shares, and those events that, although relatively rare, could have a significant impact on the Company's operations. Multiple scenarios have been developed for both market risk and liquidity risk, and the results of the crisis simulations are considered appropriate for the construction and execution of revenue and expenditure budgets and investment programs.
The plan of measures generated at the level of the Transilvania Investments portfolio is built and implemented in dynamics, based on the following main coordinates:
- Analysis of both the industries in the portfolio and the holdings, in order to identify, monitor and manage the risk (considering aspects related to the loss of customers, difficulties in sales and supply, restructuring or temporary cessation of activity, impact on human resources and key staff, security measures imposed by the requirement of ensuring the continuity of the activity and of ensuring the liquidities, of the identification of opportunities generated by the current context);
- Monitoring the action plans taken by the decision makers at the level of each holding in the portfolio;
- The increased importance of dividend-generating holdings, which in the context of the accentuated volatility of the market generate attractive investment returns.
In conclusion, Transilvania Investments constantly monitors the evolution of events, identifies the best measures and has the capacity to ensure the continuity of the activity in terms of profitability. All measures are taken to ensure the flow of liquidity that allows compliance with all commitments made to investors and / or business partners.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
15
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.6 General consideration regarding the accounting policies applied
If a standard or interpretation specifically applies to a transaction, to another event or a condition, then the accounting policies applied to that element, are considered selected through the application of the standard or of the respective interpretation, taking into account any implementation guidance issued by the International Accounting Standards Board (“IASB”) for the standard or interpretation in question.
The change of an accounting policy is permitted only under one of the following conditions:
the change is imposed by a standard or an interpretation;
the change will provide more reliable and relevant information on the effects of transactions, events and conditions.
Any significant errors of the previous period identified with regards to the recognition, valuation, presentation or disclosure of financial statements elements must be corrected retroactively in the first financial statements that are authorized for issuance through:
adjusting the comparatives for the previous period or periods in which the error was identified; or
adjusting the initial balances of the assets, liabilities and equity, for the most distant period presented, if the error has occurred before the most distant period presented.
2.7 Presentation of financial statements
The financial statements are presented in accordance with IAS 1 “Presentation of Financial Statements”. The Company has adopted a presentation based on liquidity in the Statement of financial position and a presentation of the revenue and expenses according to their nature in the Statement of profit or loss and other comprehensive income, considering that these methods of presentation provide information that is more relevant than other methods that have been allowed by IAS 1 “Presentation of financial statements”.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
16
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.8 New Accounting Pronouncements – based on IASB effective date
a) Standards and interpretations to standards effective for the current reporting period
The following amendments to existing standards issued by the International Accounting Standards Board (IASB) and adopted by the EU are in force for the current reporting period:
Amendments to IAS 16 ‘Property, plant and equipment’ proceeds before intended use adopted by the EU on 28 June 2021 (applicable for annual periods from or after 1 January 2022).
The amendments prohibit deducting from the cost of a tangible asset any proceeds from the sale of items produced during the bringing of that asset to the place and condition necessary to be operated as planned by management. Instead, the entity recognizes the proceeds from the sale of those items, and the cost of producing those items in the profit and loss account.
Amendments to IAS 37 “provisions, contingent liabilities and contingent assets” onerous contracts cost of performance of the contract adopted by the EU on 28 June 2021 (applicable for annual periods starting or after 1 January 2022).
According to the amendments, the "cost of performance" of a contract includes "costs directly related to the contract". Costs directly related to the contract may be either incremental costs of performance of the contract or an allocation of other costs directly related to performance of the contracts.
Amendments to IFRS 3 “Business combinations” Definition of conceptual framework with amendments to IFRS 3 adopted by the EU on 28 June 2021 (applicable for annual periods from or after 1 January 2022).
Amendments:
a. update IFRS 3 to refer to the 2018 conceptual Framework instead of the 1989 Framework;
b. adds an additional requirement to IFRS 3 that, for transactions and other events subject to IAS 37 or IFRIC 21, an acquirer will apply IAS 37 or IFRIC 21 (and not the conceptual framework) to identify liabilities it has assumed in a business combination; and
c. adds an explicit statement to IFRS 3 that an acquirer will not recognize contingent assets acquired in a business combination.
Amendments to various standards due to “improvements in IFRS (cycle 2018-2020)” resulting from the annual improvement project of IFRS (IFRS 1, IFRS 9, IFRS 16 and IAS 41) with the main purpose of eliminating inconsistencies and clarifying certain formulations adopted by the EU on 28 June 2021 (The amendments to IFRS 1, IFRS 9 and IAS 41 apply for annual periods from or after 1 January 2022. The amendment to IFRS 16 refers only to an illustrative example, so no effective date is mentioned).
Amendments:
a. clarifies that the subsidiary applying paragraph D16(a) of IFRS 1 may cumulatively measure foreign exchange differences using the amounts reported by the parent, by the date of transition of the parent to IFRS (IFRS 1);
b. clarify the fees that an entity includes when applying the ‘10 percent’ test in paragraph B3.3.6 of IFRS 9 to assess whether it is required to take out a financial liability from the records. An entity includes only fees paid or received between the entity (borrower) and the borrower, including fees paid or received either by the entity or by the borrower on behalf of the other (IFRS 9);
c. eliminate from the example the lessor’s presentation of the expense of improvements to the rented space in order to address any possible confusion as to the treatment of lease incentives that may arise due to the manner in which the lease incentives are presented in that example (Illustrative example 13 attached to IFRS 16); and
d. removes the requirement in paragraph 22 of IAS 41 for entities to exclude tax cash flows when measuring the fair value of a biological asset by using a present value technique (IAS 41).
The Company is regularly revising the accounting policies for compliance with the standards in force. The adoption of such new standards or interpretations to the standards did not have any material impact on the financial statements.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
17
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.8 New Accounting Pronouncements – based on IASB effective date (continued)
b) Standards and amendments to the existing standards issued by IASB and adopted by the EU, but not yet effective
At the date of authorisation of these financial statements, the following new standards and amendments to existing standards were in issue, but not yet effective:
IFRS 17 “Insurance Contracts” including amendments to IFRS 17 issued by IASB on 25 June 2020 - adopted by the EU on 19 November 2021 (applicable for annual periods starting or after 1 January 2023).
The new standard requires insurance obligations to be measured at a current output value and provides a more uniform assessment and presentation approach for all insurance contracts. These requirements are intended to obtain a consistent, principles-based accounting of insurance contracts. IFRS 17 supersede IFRS 4 “Insurance contracts” and its interpretations when applied. The amendments to IFRS 17 “Insurance contracts” issued by the IASB on 25 June 2020 postpone the date of initial application of IFRS 17 by two years for the annual periods starting or after 1 January 2023. In addition, the amendments issued on 25 June 2020 introduce simplifications and clarifications to certain requirements of the standard and provide additional facilities for the initial application of IFRS 17.
Amendments to IFRS 17 “Insurance contracts” initial application of IFRS 17 and IFRS 9 Comparative information, adopted by the EU on 8 September 2022 (applicable for annual periods from or after 1 January 2023).
It is a narrow scope amendment to the transition requirements of IFRS 17 for entities first applying IFRS 17 and IFRS 9 simultaneously.
Amendments to IAS 1 presentation of financial statements presentation of accounting policies adopted by the EU on 2 March 2022 (applicable for annual periods starting or after 1 January 2023).
The amendments require entities to present significant accounting policies rather than important accounting policies and provide guidance and examples to help authors of financial statements decide which accounting policies to present in the financial statements.
Amendments to IAS 8 “Accounting policies, changes in Accounting estimates and errors” Definition of Accounting estimates adopted by the EU on 2 March 2022 (applicable for annual periods starting or after 1 January 2023).
The amendments focus on accounting estimates and provide guidance on the distinction between accounting policies and accounting estimates.
Amendments to IAS 12 “income tax” deferred tax on claims and liabilities arising from a single transaction adopted by the EU on 11 August 2022 (applicable for annual periods starting or after 1 January 2023).
Under the amendments, the exemption from initial recognition does not apply to transactions in which temporary differences arise both deductible and taxable on initial recognition, leading to the recognition of equal deferred tax assets and liabilities.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
18
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.8 New Accounting Pronouncements – based on IASB effective date (continued)
c) New standards and amendments to the existing standards issued by IASB, but not yet adopted by the EU
Currently, IFRS as adopted by the EU does not differ significantly from the regulations adopted by the International Accounting standards Board (IASB), except for the following new standards, amendments to existing standards and new interpretations, which were not approved for use in the EU on 31.12.2022 (The effective dates listed below are for IFRS standards issued by IASB):
Amendments to IAS 1 presentation of financial statements Classification of liabilities in short-term and long- term liabilities (applicable for annual periods starting or after 1 January 2023).
The amendments provide a more general approach to the classification of liabilities under IAS 1 on the basis of contractual agreements existing at the reporting date. The amendments to IAS 1 issued by the IASB on 15 July 2020 postpone the effective date by one year for annual periods beginning or after 1 January 2023.
Amendments to IAS 1 presentation of financial statements long-term liabilities with Financial indicators (applicable for annual periods starting or after 1 January 2024).
The amendments clarify how the conditions that an entity must comply with within twelve months of the reporting period affect the classification of a liability.
Amendments to IFRS 16 “leases” leases in a sale and leaseback transaction (applicable for annual periods starting or after 1 January 2024).
The amendments to IFRS 16 require the lessee to subsequently measure lease liabilities arising from a leaseback transaction so as not to recognize any gains or losses on retained use. The new requirements shall not prevent the lessee from recognizing in the profit and loss account gains or losses from the partial or total termination of a lease.
IFRS 14 regulatory deferral accounts (applicable for annual periods from or after 1 January 2016) the European Commission has decided not to issue the approval process of this interim standard and to wait for the final standard.
This standard is intended to enable first-time adopters of IFRS, who currently recognize regulatory deferral accounts under previously accepted accounting policies, to continue to do so when moving to IFRS.
Amendments to IFRS 10 “Consolidated Financial statements” and IAS 28 “investments in Associates and Joint ventures” the sale of or contribution with assets between an investor and its associates or joint ventures and subsequent amendments (the effective date has been deferred indefinitely, until the research project on the method of equivalence is completed).
The amendments resolve the contradiction between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, gains or losses are recognized when assets sold or contributed are an enterprise.
The Company anticipates that the adoption of these new standards and amendments to the existing standards will not have a significant impact on the Company’s financial statements during the initial application period.
Hedge accounting for a portfolio of financial assets and liabilities the principles of which have not been adopted by the EU remains unregulated.
According to the Company’s estimates, the use of hedge accounting for a portfolio of financial assets and liabilities under IAS 39: “Financial instruments: Recognition and measurement” would not materially affect the financial statements if applied at the balance sheet date.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.9 Subsidiaries and affiliated entities
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed or has rights to the variable benefits that can be obtained from the involvement of the Company in the activity of its subsidiary and when the Company has the possibility to influence such benefits through the control owned over the subsidiary.
The associates are those entities over which the Company has significant influence over the financial and operational policies but does not have control, or shared control. The existence of significant influence is determined, in each reporting period, through the analysis of the shareholder structure of the entities in which the Company owns more than 20% from the voting rights, analysis of the constitutive acts and also of the Company capabilities to participate in the decision-making process over the financial and operational policies of the respective entity.
However, where the Company holds less than 20% of the voting rights in an entity but is considered a significant shareholder and exercises significant influence through representation on the Board of Directors and through participation in policy decisions entity, then such entity shall be considered an associate.
The Company does not exercise significant influence on a number of companies where it holds from 20% to 50% of the voting rights (Note 13). In this category fall companies where the Company’s rights as minority shareholder are protective and the majority shareholder does not participate, or the group of shareholders that hold the majority of the shares in such entity act without considering the Company’s opinions.
The investments in subsidiaries and associated entities at December 31, 2022 and December 31, 2021 are presented in Note 13.
2.10 Financial assets and liabilities
(i) Classification
a) Financial assets at fair value through profit or loss
The Company classifies its investments in subsidiaries and associates and financial instruments acquired mainly for active and frequent trading, corporate bonds and fund units as financial assets at fair value through profit or loss.
The Company deems financial assets at fair value through profit or loss at inception, these being financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Company’s documented investment strategy.
The Company’s policy requires the Investment Manager and the Management Board to evaluate the information about these financial assets on a fair value basis together with other related financial information.
b) Financial assets at amortised cost
Financial assets and liabilities are measured at amortised cost using the effective interest method less impairment losses (for financial assets). Financial assets and liabilities at amortised cost include cash and current accounts, deposits with banks, dividends to be received, bonds, debts to shareholders, amounts owed to service providers and other receivables and payables.
The amortised cost of a financial asset or liability is the amount at which the asset or financial liability is measured at the time of initial recognition minus principal payments plus or minus cumulative depreciation, determined by the effective interest method, of any difference between the amount initially recognized and maturity value less any impairment losses with financial assets.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
20
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.10 Financial assets and liabilities (continued)
(i) Classification (continued)
b) Financial assets at amortised cost (continued)
A financial asset must be carried at amortised cost, except for financial assets measured at fair value through profit or loss at initial recognition, if both of the following are met:
(i) the financial asset is held within a business model whose objective is to hold the financial assets to collect the contractual cash flows; and
(ii) the contractual terms of the financial asset generate, at certain dates, cash flows that are exclusively payments of principal and interest on the principal due.
Financial liabilities at amortised cost - are recognized at the time of initial recognition and are not attributable to a trading activity.
The Company recognises an impairment with expected credit losses on financial assets at amortised cost in accordance with IFRS 9.
These instruments are classified in Stage 1, Stage 2 or Stage 3, depending on their relative credit quality in terms of initial payments. So:
- Stage 1: includes (i) newly recognized exposures; (ii) exposures for which credit risk has not materially deteriorated since initial recognition; (iii) low credit risk exposures (reduced credit risk relief).
- Stage 2: includes exposures that, although performing, have experienced a significant deterioration in credit risk since initial recognition.
- Stage 3: includes impaired credit exposures.
For Stage 1 exposures, allowance is equal to the expected credit loss calculated over a time horizon of up to one year. For Stage 2 or 3 exposures, the depreciation is equal to the expected loss calculated over a time horizon corresponding to the full duration of the exposure.
Allowances for impairment of receivables are based on the present value of the expected cash flows of the principal. To determine the present value of future cash flows, the basic requirement is to identify estimated collections, payment maturity and discount rate used.
The Company defined as non-performing exposures receivables that meet one or both of the following criteria:
exposures for which the Company estimates that it is unlikely that the debtor will fully pay its obligations regardless of the exposure value and the number of days for which the exposure is delayed;
unpaid amounts.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
21
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.10 Financial assets and liabilities (continued)
(i) Classification (continued)
c) Financial assets at fair value through other comprehensive income
The Company’s investments in equity instruments other than those classified as financial assets at fair value through profit or loss, are classified as financial assets at fair value through other comprehensive income, through management decision, at initial recognition. The reason for the classification of the investments as equity investments measured at fair value through other comprehensive income is represented by the decision to hold the investments for a long term and collect the dividends. The method used to derecognise each category of financial asset at fair value through other comprehensive income is "first in, first out", given the measurement and evaluation of the Company’s performance at fair value.
Dividends received from equity investments are recognized in profit or loss account of the year when the Company has the right to receive dividends and it is probable that these will be collected.
All the other elements regarding changes in the fair value are recognized in other comprehensive income for the year until the investment is derecognized or depreciated, when the accumulated gain or loss is reclassified from other comprehensive income to a retained earnings account for the year.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The best evidence of fair value is price in an active market. An active market is one in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
The Company believes that the accurate determination of the fair value is an essential requirement for presenting information that is useful to the investors and the Company’s key personnel for proper decision-making purposes. The estimation of fair value of financial instruments held by Transilvania Investments is performed according to the related policy, procedure and methodology on the valuation of assets for financial reporting purposes.
The methods were established separately for:
a) equity investments (shares held in companies);
b) corporate bonds and government securities
c) fund units portfolio.
According to IFRS 13, according to the input used in the valuation model are defined as follows:
(i) Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
(ii) Level 2 inputs: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
(iii) Level 3 inputs: unobservable inputs for the asset or liability
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
22
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.10 Financial assets and liabilities (continued)
(i) Classification (continued)
c) Financial assets at fair value through other comprehensive income (continued)
(ii) Amortised cost measurement
The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the “effective interest method “of any difference between that initial amount and the amount payable at maturity, minus any reduction for impairment losses in the case of financial assets.
Accrued interest includes amortisation of transaction costs deferred at initial recognition and of any premium or discount to maturity amount using the effective interest method.
Accrued interest income and accrued interest expense, including both accrued coupon and depreciation discount or premium (including fees deferred at origination, if any), are not presented separately and are included in the carrying amount of related items in the statement of financial position.
(iii) Recognition
Financial assets and financial liabilities are initially recognised at fair value plus directly attributable transaction costs, for the financial assets and financial liabilities not carried at fair value through profit or loss.
Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial instrument. An incremental cost is one that would not have been incurred if the transaction had not taken place. Transaction costs include fees and commissions paid to agents, advisors, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal administrative or holding costs.
The Company initially recognises bank deposits on the date that they are originated. All other financial assets and liabilities (including assets and liabilities designated at fair value through profit or loss) are initially recognised on the settlement date.
(iv) Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.
The Company fully derecognises a financial liability when its contractual obligations are discharged or cancelled or have expired.
(v) Offsetting
Financial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is a legally enforceable right to offset the recognised amounts, and there is an intention to either settle on a net basis, or to realise the asset and settle the liability simultaneously. Such a right of set off (a) must not be contingent on a future event and (b) must be legally enforceable in all of the following circumstances: (i) in the normal course of business, (ii) the event of default, and (iii) the event of insolvency or bankruptcy.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
23
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.11 Property, plant and equipment
(i) Recognition and measurement
The property, plant and equipment are presented at their revalued value less accumulated depreciation and provision for impairment losses. Capital expenditure on property, plant and equipment under construction is capitalized and depreciated once the assets enter into use.
Property, plant and equipment are subject to revaluation with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. If there is no market based evidence of fair value, fair value is estimated using an income approach. Increases in the carrying amount arising on revaluation are credited to other comprehensive income and increase the revaluation surplus in equity. Decreases that offset previous increases of the same asset are recognised in other comprehensive income and decrease the previously recognised revaluation surplus in equity while all other decreases are charged to profit or loss for the year.
The revaluation reserve for property, plant and equipment included in equity is transferred directly to retained earnings when the revaluation surplus is realised on the retirement or disposal of the asset.
Upon revaluation of property, plant and equipment, accumulated depreciation at the date of revaluation is treated as follows: accumulated depreciation at the date of revaluation is eliminated from the gross carrying amount of the asset and the gross carrying amount after the recording of revaluation is equal to its revalued amount; this method is used when it is performed a detailed valuation of the land and building portfolio.
The revaluation of property, plant and equipment is made at fair value, which is determined based on evaluations made by authorised external valuators.
The last revaluation of buildings and land was carried out at 31.12.2022 by REVALTEX SRL (independent valuer ANEVAR member), resulting in an increase of RON 4,176,746 and 33% respectively.
Gains and/or losses from de-recognition of tangible assets is determined as difference between revenues from sales of tangible assets and the expenses with their disposal and are recognized in profit or loss for the year (within other operating income or expenses).
(ii) Subsequent costs
The amounts paid or payable, generated by the repairs and daily maintenance costs of the tangible assets owned, are recorded as expense, according to the accrual accounting principle, changing the value of the Company’s profit of loss of the period.
The amounts paid or to be paid, generated by activities that will lead to an increase in the value and/or the useful life of the asset, through the upgrade of the tangible assets owned, and also the activities that lead to a significant increase in the technical parameters which increase the potential of obtaining future economic benefits are capitalised in the value of the tangible assets (increasing the accounting value of that asset).
The Company recognises the cost of a partial replacement of an item of property, plant and equipment in its carrying amount when such cost is incurred, if the IAS 16 recognition criteria are met, and the carrying amount of the replaced part is derecognised whether or not the replaced part was amortised separately. If the carrying amount of the replaced part cannot be determined, the replacement cost will be used as indication of the cost value of the replaced part upon acquisition or construction.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
24
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.11 Property, plant and equipment (continued)
(iii) Depreciation
The depreciation expense for each reporting period is recorded in the profit and loss account.
Depreciation is calculated using the accounting value (acquisition cost or revalued value) using the straight-line depreciation method, on the entire useful life of the asset (starting with the date of the use) and is recorded as expense on a monthly basis. Depreciation of an asset begins when the asset is available for use, when it is in the location and condition necessary for it to operate in the manner management.
The depreciation of an asset ceases at the earlier of the date the asset is classified as held for sale (or included in a disposal group that is classified as held for sale), in accordance with IFRS 5, “Non-current assets held for sale and discontinued operations” and the date that the asset is derecognised.
Each part of an item of tangible asset that presents a significant cost to the total cost of that item, shall be depreciated separately.
Depreciation methods and useful lives are established at each reporting date.
Land is not depreciated.
Categories
Years of depreciation
Building
50
Other equipment, furniture and other tangible assets
up to 12
Vehicles
up to 6
The accounting value of a tangible asset must be derecognised:
a) at sale; or
b) when there are no future benefits expected from the use of the asset or from the sale.
The gain or loss that results from the derecognition of a tangible asset is included in the profit and loss account when the item is derecognised.
2.12 Intangible assets
Intangible assets include software and licences.
Intangible assets that are acquired by the Company are initially valued at cost. Cost is represented either by the amount of cash or cash equivalents paid, or the fair value of other consideration given, to acquire the asset at the time of its acquisition.
For measurement subsequent to initial recognition, the Company applies the cost model, meaning that intangible assets are carried at cost less accumulated amortisation and impairment losses.
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful life of the software, from the date that it is available for use. The estimate useful life for software is between 1 to 3 years and licenses are amortised on the validity period, using the straight-line method.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
25
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.13 Leasing
(i) Recognition
Starting with the year 2019, the Company applies IFRS Standard 16 Lease Contracts ("IFRS 16") which replaces IAS 17. Thus, according to IFRS 16, a contract is or contains leasing if it confers the right to use an identifiable asset for a period of time in exchange for a consideration. At the date of commencement of the contract a lessee shall recognise an asset relating to the right of use and a liability arising from the contract lease.
As previously under IAS 17, lessors classify leases as operating or financial. A lease is classified as a finance lease if it substantially transfers all the risks and rewards incidental to the ownership of an underlying asset. Otherwise, a lease is classified as an operating lease. For finance leases, a lessor recognizes financial income over the lease term, based on a pattern that reflects a constant periodic rate of return on net investment. The lessor recognizes operating lease payments as income on a straight-line basis or, if more representative of the pattern in which the profit from the use of the underlying asset is diminished, another systematic basis.
The Company has decided, as allowed by the standard, not to apply the provisions of IFRS 16 for short term lease agreements with a term of less than 1 year and those with a low value of the asset (less than USD 5,000).
(ii) Valuation
Initially, the right to use the underlying asset is evaluated at cost.
The cost of the right-of-use asset includes:
a) the amount of the initial assessment of the debt arising from the leasing contract;
b) any leasing payments made on or before the date of commencement of the proceedings, minus any leasing incentives received;
c) any initial direct costs incurred by the lessee; and
d) an estimate of the costs (disassembly, restoration of premises) to be borne by the lessee either on the date of commencement or on the date of the end of the contract.
The lease liability is initially measured at the present value of the lease payments payable over the lease term, using the rate implicit in the lease if it is readily determinable. If this rate cannot be easily determined, the lessee will use its incremental borrowing rate.
At the time of commencement, the lease payments included in the assessment of the debt arising from the lease shall comprise the following payments relating to the right to use the underlying asset during the term of the lease which are not paid on the date of commencement of the lease:
a) fixed payments;
b) variable lease payments which depend on an index or rate, initially assessed on the basis of the index or rate from the date of commencement of the course;
c) residual value amounts;
d) the exercise price of a purchase option if the lessee is reasonably certain to exercise the option;
e) payments of penalties for termination of the lease, if the duration of the lease reflects the exercise by the lessee of an option to terminate the lease
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
26
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.13 Leasing (continued)
iii) Further assessment of the right-of-use asset
It is based on the cost model, the right-of-use asset is valued at the initial cost minus any accumulated depreciation and any accumulated depreciation losses respectively adjusted for any debt revaluations.
Depreciation shall be calculated in accordance with IAS 16 and shall be carried out throughout the contract period, i.e. the useful life of the underlying asset, applying the linear depreciation method.
After the start date of the contract, the debt increases to reflect interest and decreases to reflect the lease payments made. Interest expense on the debt arising from the lease is reflected in the profit or loss account.
2.14 Investment property
i) Initial recognition
Investment property is property held by the Company to earn rentals or for capital appreciation or both and not to be used for the production or supply of goods or services or for administrative purposes or sold during the normal course of business.
An investment property is recognized as asset if:
o it is likely that future economic benefits associated to the asset, will flow to the Company;
o the cost of the asset can be measured reliably.
An investment property is initially measured at cost, including transaction costs. The cost of an investment property includes all costs related to its acquisition price plus any directly attributable expenses.
(ii) Subsequent measurement
The Company measures the investment property at fair value, changes in the fair value of investment property being recognized in profit or loss account of the period in which they are recorded.
Gains or losses on changes in the fair value of investment property are recognized in profit or loss for the period in which they arise.
(iii) Transfers
Transfers to, or from, investment property are made when and only when there is a change in use of the respective asset. For the transfer of investment property carried at fair value to property, plant and equipment, the implicit cost of the asset for the purpose of its subsequent accounting will be its fair value on the date of the change in use.
If a real estate property used by the Company becomes an investment property that will be accounted at fair value, the Company applies IAS 16 until the date of the change in use.
(iv) Derecognition
The carrying amount of an investment property is derecognised on disposal or when the investment is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses resulting from the sale or scrapping of an investment property are recognized in profit or loss when it is sold or disposed of.
2.15 Impairment of non-financial assets
At each balance sheet date, the Company must verify if there are indications of asset impairment. Where such indication exists, the Company estimate the asset's recoverable amount as the greater of its value in use and its fair value less any
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
27
associated costs incurred to sell the asset.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.16 Cash and cash equivalents
Cash and cash equivalents consist of petty cash and cash at bank, including short-term deposits. Cash and cash equivalents are carried at amortized cost in the statement of financial position.
For the purposes of preparing the cash flow statement, cash and cash equivalents include petty cash, current bank accounts, including deposits with original maturity up to 3 months, cash in transit, other short-term investments that are convertible into cash at any time and that are subject to an insignificant risk of change in value and overdraft facilities as well as their accompanying receivables.
2.17 Trade receivables
Trade receivables are included in the category of financial assets (refer to Note 2.9 Financial assets and liabilities b) Financial assets at amortised cost). Trade receivables are carried at original invoice amount less any allowance (impairment adjustment) created.
2.18 Provisions
Provisions for liabilities and charges are non-financial liabilities of uncertain timing or amount.
A provision is recognised in the statement of financial position when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be reliable estimated.
2.19 Contingent liabilities and contingent assets
Contingent liabilities are not recognized in the financial statements. They are disclosed in the notes, unless the possibility of an outflow of economic benefits is remote.
Contingent assets are not recognized in the financial statements but disclosed when an inflow of economic benefits is probable.
2.20 Dividends payable (at amortised cost)
The Company records a liability to pay dividends in the year when the distribution of the profit on dividends is approved by the General Shareholders Meeting.
Dividends payable recognized in the statement of financial positions are financial liabilities. Financial liability is extinguished either by paying the amounts owned or when the obligation expires after the 3 years period from the distribution date for collecting the dividends is prescribed in accordance with Romanian law, if the shareholders have not collected the amounts at which they are entitled. As such, financial liability represented by the dividends payable which prescribes after fulfilment of the statutory period of 3 years from the distribution date, is directly reversed in profit or loss and is included in “Other operating income”.
2.21 Share capital
Ordinary shares are classified as equity.
2.22 Trade payables and other liabilities
Trade payables are recognised when the counterparty has performed its obligations under the contract (except prepaid expenses) and are carried at amortized cost.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
28
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.23 Employee benefits
Short-term benefits
Short-term employee benefits include wages, salaries, bonuses and social security contributions. Short-term employee benefits are recognised as an expense when services are rendered.
In the normal course of business, the Company makes payments to the public pension, health care and unemployment systems. All employees of the Company are members of the State pension plan and have the legal obligation to contribute to the state scheme (through social contributions). All the contributions due by the Company are recognised in the profit and loss account of the year when the expenses are incurred.
In addition to salaries and other rights of a salary nature, the directors/members of the Supervisory Board, the directors with a mandate contract/members of the Executive Board and the employees of the company have the right to receive variable remuneration according to the remuneration policy approved at the level of the Company. The company includes such benefits in short-term benefits.
The Company does not operate any other pension scheme and, consequently, has no obligation in respect of pensions.
Benefits granted to the Supervisory Board members, Executive Board members and Company’s personnel
In accordance with the remuneration policy approved by the shareholders in April 2022, the structure of staff remuneration is composed of two main elements: fixed remuneration and variable remuneration and/or other benefits. Variable remuneration is the form of payment or additional indemnity paid by the Company, being intended to recognize the performance of the identified personnel within a certain period, and it is a differential element of the remuneration package.
The variable remuneration will be granted subject to the following general limitation: the variable remuneration will not exceed 1.2% of the total average asset, related to the year for which the variable remuneration is established, calculated and reported according to the legal provisions in force.
The members of the Supervisory Board, the Directorate and the staff of the company have the right to receive variable remuneration in the form of shares issued by the Company, within Stock Option Plan (S.O.P.) programs, approved by the shareholders of the company on annual basis, by complying with the valid legal provisions on variable remuneration within A.I.F.M.
The variable remuneration shall be paid 100% by granting instruments/shares of the Company:
- 60% of the variable remuneration is the initial component, the difference of 40% is subject to the deferral period;
- The minimum deferral period is 3 years;
- The 40% component subject to the deferral period is granted proportionally at the end of each of the three years.
For these remunerations, the Company recognizes an expense in the period in which the services were provided, in correspondence with a an increase in equity (benefits granted to employees and management in the form of equity instruments) for the share granted under SOP programs.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
29
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.24 Income tax expense
The current income tax includes both the current income tax and also the deferred income tax. Income tax is recognized in profit or loss or in equity if the tax is related to equity components.
Current income tax is the tax payable on the taxable profits of the period, determined using the tax rates available at the balance sheet date and any adjustments related to prior periods.
2.25 Deferred tax
The deferred tax is provided using the balance sheet method, using the temporary differences arising between the tax base for calculating the tax for assets and liabilities and their carrying amount. The deferred tax is calculated using the tax rates that are expected to be applied to temporary differences when achieving the carrying amount of assets and liabilities, as it is specified in the laws in force at the reporting date.
Deferred tax receivables are recognized to the extent that will be obtained future probable taxable profits sufficient to allow the existence of these claims. Deferred tax receivables are reduced accordingly if it is considered that is not probable to obtain a related tax benefit. The main temporary differences arise from movements in the fair value and impairment of financial assets at fair value through other comprehensive income. The Company registers deferred tax liabilities from holdings classified as financial assets at fair value through other comprehensive income and from reserves from revaluation of tangible assets.
On December 31, 2022, the tax rate used to calculate the current and deferred tax was 16% (December 31, 2021: 16%).
2.26 Basic and diluted earnings per share
Basic and diluted earnings/ (loss) per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary paid shares in issue during the year, excluding the average number of ordinary shares purchased by the Company and held as treasury shares.
The weighted average number of ordinary shares outstanding during the year is the number of ordinary paid shares outstanding at the beginning of the year, adjusted by the number of ordinary shares bought back during the year (based on their settlement date) multiplied by a time-weighting factor. The time-weighting factor is the number of days that the shares are outstanding as a proportion of the total number of days in the reporting year.
As at December 31, 2022 and December 31, 2021, none of the Company’s issued shares or other instruments had dilutive effect, therefore basic and diluted earnings per share are the same.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
30
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2.27 Revenue recognition
The Company recognises income from financial instruments in accordance with IFRS 9. The Company took into account the provisions of IFRS 15 as of 2020 and the conclusion is that the Company did not obtain income from the contracts concluded with clients.
The revenues recorded by the Company are accounted for by their nature (operational, financial), on an accrual basis.
Revenue is measured at fair value of consideration received or receivable. When the result of a transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognized only to the extent of the expenses recognized that are recoverable.
2.28 Interest income and interest expense
Interest income and interest expenses corresponding to financial instruments are recognized in profit or loss using the effective interest method based on accrual basis. The effective interest method is a method of calculating the amortized cost of a financial asset or a financial liability and of allocating the interest income or expense over the relevant period of time.
2.28 Interest income and interest expense (continued)
The effective interest rate is the rate that exactly discounts estimated future cash flows payable or receivable during the expected life of the financial instrument or, when appropriate, a shorter period, to the gross carrying amount of the financial asset or amortised cost of a financial liability. In order to calculate the effective interest rate, the Company estimates the cash flows, considering all contractual terms of the financial instrument, but does not account for future credit losses. The calculation includes all fees paid or received between the parties that are part of the effective interest rate, transaction costs, and all other premiums or discounts.
2.29 Dividend income
Dividends on equity instruments are recognised in the income statement in “Dividend income” when the Company's right to receive payment is established.
2.30 Net gains / losses from sale of financial instruments
a) Net gains / (losses) from financial assets at fair value through profit or loss
Gains less losses from financial assets at fair value through profit or loss include the changes in fair value of financial instruments as at fair value through profit or loss and the income from sale of these financial instruments.
b) Net gains / (losses) from disposal of financial assets at fair value through other comprehensive income
Net gains or losses from disposal of financial assets at fair value through other comprehensive income include the revaluation reserve of financial assets at fair value through other comprehensive income.
Income from the sale /assigning of investments held will be recognized at the date when the property right is transferred from seller to buyer, using the account value at the transaction date.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
31
3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events believed to be reasonable under the circumstances. In addition to experience and historical information, the Company also considers in evaluating these effects the current conditions in the financial industry.
3.1. Investment entity classification
The Company applied the amendments to IFRS 10, IFRS 12 and IAS 27 from 1 January 2015, and when after consideration of the criteria mentioned in the amendment, the Company's management concluded that the Company qualifies for classification as investment entity. Thus, a company which is an investment company does not need to consolidate any of its subsidiaries.
The management of Transilvania Investments assesses annually whether the Company is still an investment entity. Thus, the Company re-assessed in 2022 the investment entity criteria and concluded that it meets such criteria, since the Company still:
a) obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;
b) commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
c) measures and evaluates the performance of substantially all of its investments on a fair value basis.
In addition, the Company has other characteristics specific to an investment entity, as follows:
(a) Services related to investments
The Company is a joint stock company which operates as a closed financial investment company, providing direct services related to managing investments for its investors, its main business activities are exclusively connected with providing activities specific to the closed-end investment companies.
The Company does not provide advisory services and investment support or administrative services directly or through a subsidiary, third parties and/or its investors.
(b) Business purpose
The Company’s scope is to carry out business activities specific to its object and to obtain profit on long term, to be shared between shareholders, and/or own sources to finance necessary and appropriate investments, permitted by the activity object and legal provisions.
The multi-annual strategic guidelines and the investment program approved by the Annual General Meeting of Shareholders are public information presented on the official website of the Company and can be consulted anytime by third parties and/or potential investors in order to support their investment decisions in the Company.
The Company’s objective is the investment management of the portfolio and permanent identification of investment opportunities ensuring a reasonable level of investment risk dispersion in order to offer its shareholders the opportunity to obtain attractive performance on long term while increasing capital invested.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
32
3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES (CONTINUED)
3.1. Investment entity classification (continued)
(c) Exit strategy
Starting January 1, 2015, the Company applies an exit strategy based on continuous monitoring of investments made through investment programs approved and continuous analysis of current market conditions, aiming to identify of the optimal output moments to achieve the objectives set by the budgets of revenues and annual expenditures, respectively achieving aggregate higher yields.
The Company applies an exit strategy adopted to the specificity of each category of investment, determined based on the strategy applied, the investment timeline and the triggering factors of the exit strategy. The exit strategy is reviewed annually.
(d) Fair value measurement
Starting with January 1, 2015, all financial investments of the Company are measured at fair value. For investments in subsidiaries and associates, including the corporate bonds issued by these which are owned by the Company are classified at fair value through profit or loss. Other investments in shares, bonds and fund units are classified as financial assets at fair value through other comprehensive income and as of January 1, 2018, further to the application of IFRS 9, are classified as financial assets at fair value through other comprehensive income.
The fair value of the financial instruments held by Transilvania Investments is estimated using the internal procedure and related methodology. A company that is an investment entity is not required to consolidate any of its subsidiaries.
The information described above is presented in Note 13.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
33
4. DIVIDEND INCOME
During 2022 (respectively 2021) the Company has recorded dividend income as it follows:
Entity
December 31,
2022
%
BRD GROUPE SOCIETE GENERALE BUC
59.996.273
55,65
OMV BUCURESTI SA
14.580.357
13,52
BANCA TRANSILVANIA
11.815.110
10,96
ARO PALACE
3.627.076
3,36
SANTIER NAVAL ORSOVA
3.027.059
2,81
EVERGENT INVESTMENTS SA
2.846.338
2,64
FONDUL PROPRIETATEA SA
2.688.975
2,49
CRISTIANA SA
2.560.413
2,38
S.N.G.N.ROMGAZ MEDIAS
1.929.322
1,79
EMAILUL SA SIBIU
921.540
0,85
MECANICA CODLEA SA
875.332
0,81
S.N.NUCLEARELECTRICA
729.699
0,68
BURSA DE VALORI BUCURESTI SA
621.255
0,58
FERMIT SA
478.639
0,44
CONCAS SA BUZAU
286.243
0,27
PURCARI WINERIES PUBLIC COMPANY
193.800
0,18
UTILAJ GREU SA
173.489
0,16
OTHERS
455.001
0,43
Total
107.805.920
100,00
Entity
December 31,
2021
%
OMV PETROM SA BUCURESTI
6.429.538
19,53
SANTIERUL NAVAL ORSOVA
5.711.432
17,35
BANCA TRANSILVANIA SA
3.245.162
9,86
TURISM, HOTELURI SI RESTAURANTE MAREA NEAGRA SA
3.149.441
9,57
FONDUL PROPRIETATEA SA
2.428.200
7.38
S.N.G.N.ROMGAZ SA MEDIAS
1.986.060
6,03
EVERGENT INVESTMENTS SA
1.549.940
4,71
BRD GROUPE SOCIETE GENERALE BUC
1.484.661
4,51
CRISTIANA SA
1.380.690
4,19
S.N.NUCLEARELECTRICA
899.950
2,73
EMAILUL SA SIBIU
890.818
2,71
GRUP BIANCA TRANS SA
757.278
2,30
BURSA DE VALORI BUCURESTI SA
691.205
2,10
GASTRONOM SA
570.951
1,73
MECANICA CODLEA SA
431.620
1,31
CONCAS SA BUZAU
286.243
0,87
OTHERS
1.022.462
3,11
Total
32.915.652
100,00
Withholding tax related to dividends income for 2022 amounts to RON 5.041.198 (2021: RON 1.035.863).
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
34
5. NET GAINS /LOSS FROM FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31, 2022
December 31,
2021
Net gains / (loss) from the sale of financial assets measured at fair value through profit or loss
1.483.784
3.547.600
Net gains / (loss) from the revaluation of financial assets measured at fair value through profit or loss
(35.672.525)
84.003.363
Total
(34.188.741)
87.550.963
The differences resulting from the valuation of fair value holdings through profit or loss for the financial year 2022 were generated by the less favourable trading context triggered by the war in Ukraine. Thus, during 2022, negative adjustments of fair values of 10.51 million RON were recorded.
The overall context remains volatile, characterized by a high degree of unpredictability.
The most important negative adjustment of fair value (unrealized loss) was registered was registered at the level of a participation active in the tourism and recreation sector, Turism Felix SA (-28.19 million RON). The most important positive adjustment of fair value (unrealized profit) was registered in the same sector, for the issuer
Turism Hoteluri si Restaurante Marea Neagra (+11.74 million RON).
In 2021, the most important positive adjustment of fair value (unrealized profit) was recorded for the issuer Turism Hoteluri si Restaurante Marea Neagra (+23.85 milion RON) . The most important negative adjustment of fair value (unrealized loss) was recorded in the case of the issuer Casa Albă Independența Sibiu (-2.58 million RON).
Losses and net gains made from the sale of equity valued through profit or loss were calculated as the difference between the amounts obtained from the sale of the holdings and their fair value at the date of the last annual financial statements.
The most important profit achieved in 2022 was recorded in the right of the sale transaction of the company Gastronom S.A. (6.52 million RON), an operation carried out during the first quarter. During 2022 there were registered net losses from the sale of the shares of the issuers in the total amount of 7.15 million RON (-3.30 million RON for shares of Banca Transilvania S.A., -2.34 million RON for shares of BRD Group Societe Generale S.A.).
In 2021, capitalization operations were carried out based on the exit strategy approved at the level of Transilvania Investments Alliance (defining principle of any investment entity). The most important profit achieved during the financial year 2021 was recorded in the law of the partial exit transaction from OMV Petrom (1.38 million RON).
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
35
6. OPERATING INCOME
December 31,
2022
December 31,
2021
Income from dividends prescribed (i)
7.948.009
6.272.628
Net gains / losses on realised foreign exchange differences from transactions
128.847
523.103
Other operating income
7.747.331
280.501
Total
15.824.187
7.076.232
(i) Dividends prescribed are the dividends not collected by the rightful shareholders, for which the term to request payment has expired (3 years).
Income from prescribed dividends for 2022 in amount of RON 7.948.009 represent the dividends approved out of the result for 2018 that were prescribed on December 31, 2022.
7. EXPENSES WITH THE REMUNERATION OF EMPLOYEES
December 31,
2021
December 31,
2020
Salary expense
14.247.561
11.718.418
Expenditure on benefits in the form of equity instruments
1.545.798
4.250.000
Income/(expenses) from the reversal/establishment of the provision for the benefits of employees, members of the Directorate and Supervisory Board
-3.953.567
4.250.000
Social contribution expense
317.662
263.665
Total
12.157.454
20.482.083
The total amount of the remunerations for 2022 was RON 14.247.561 of which RON 13.360.036 represents fixed remunerations.
The aggregated amount of remunerations for the following categories of staff for 2022:
Category
No. of individuals
Fixed remunerations
Variable remunerations
Management
8
5.580.624
668.100
AFIA staff with significant impact on AFIA’s risk profile and supervisory staff
17
3.696.351
219.425
The aggregated amount of remunerations for the following categories of staff for 2021:
Category
No. of individuals
Fixed remunerations
Variable remunerations
Management
12
6.654.739
-
AFIA staff with significant impact on AFIA’s risk profile and supervisory staff
22
3.158.951
-
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
36
7. EXPENSES WITH THE REMUNERATION OF EMPLOYEES (continued)
December 31,
2022
December 31,
2021
Higher education employees
34
33
Secondary education employees
4
4
In 2022, the Company had an average of 39 employees (2021: 36), with an actual number of 38 employees as at December 31, 2022 (December 31, 2021: 37).
During 2022, the amount of variable remuneration for 2021 for the Supervisory Board and the Board of Directors was adjusted, as decided by the General meeting of shareholders in 28.04.2022, and the cash component was paid for the staff identified according to the remuneration policy.
8. FEES AND COMMISSIONS EXPENSE
December 31, 2022
December 31,
2021
Commission for the net asset owed to the Financial Supervisory Authority
1.325.149
1.211.492
Depository commission
297.099
312.319
Transaction costs
328.339
451.763
Financial services costs
14.325
17.246
Other fees and commissions
292.622
65.300
Total
2.257.533
2.058.120
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
37
9. OPERATING EXPENSES
December 31, 2022
December 31,
2021
Legal expenses
344.302
457.761
Other tax expenses (i)
499.724
297.943
Depreciation and amortization expenses
1.499.373
938.273
Audit expenses (ii)
624.897
488.871
Postal and telecommunication charges
152.925
74.148
Consumable materials expense
456.113
342.440
Insurance premium charges
169.839
137.951
Utilities expense
291.096
172.568
Transport expenses
240.804
93.722
Protocol, donation and sponsorship expenses
1.569.344
725.184
Rent
152.067
111.243
Maintenance and repairs expenses
56.998
290.269
Net gains/(losses) from unrealised foreign exchange differences
(46.749)
(147)
Other expenses (iii)
5.283.766
3.492.904
Total
11.294.501
7.623.130
(i) Other tax expenses line include local taxes for buildings, vehicles, land.
(ii) The Company’s statutory auditor for the year 2022 was Mazars Audit SRL and for the year 2021 was Deloitte Audit SRL.
The expenses with the statutory auditor’s fee for the audit of the annual statutory financial statements for the year 2022, prepared in accordance with IFRS was RON 250.338 (2021: RON 398.768). The auditors did not provide other assurance services or non-audit services.
(iii) Other expenses line includes consulting services, IT system maintenance, financial expenses, security, archiving and translation services etc.
10. CURRENT INCOME AND DEFERRED TAX
The differences between regulations issued by the Romanian Ministry of Finance and the accounting rules applied in preparing these financial statements give rise to temporary differences between the carrying value and fiscal value of certain assets and liabilities.
The deferred income tax will be calculated in case of temporary differences using the taxing rate applicable at the date of such differences. At December 31, 2022, the Company registered a current income tax liability in amount of RON 3.663.340, while at December 31, 2021, the Company registered a current income tax liability in amount of RON 14.596.546.
Income tax comprises the following:
December 31,
2022
December 31,
2021
Current corporate income tax expense
-
(242.228)
Deferred income tax
569.961
1.360.000
Total
569.961
1.117.772
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
38
10. CURRENT INCOME AND DEFERRED TAX (continued)
a) Corporate income tax reconciliation:
December 31,
2022
December 31,
2021
Profit before tax
63.151.777
95.493.723
Tax expense using the statutory rate of 16% (2021: 16%)
(10.480.326)
(15.278.996)
Fiscal effect of non-deductible expenses
(20.117.683)
(10.801.734)
Other elements similar to income
(6.215.928)
(14.665.627)
Fiscal effect of non-taxable income
30.848.719
25.383.287
Fiscal effect of deductible legal reserve
-
-
Sponsorship
353.759
503.476
Income tax for the current year
(5.611.459)
(14.859.594)
Income tax to comprehensive income
(6.181.420)
(14.617.366)
Current income tax to profit or loss – (Expense)/Benefit
569.961
(242.228)
December 31,
2022
December 31,
2021
Income tax liability as at January 1
(14.587.916)
(132.456)
Income tax paid in the current year
16.549.026
404.133
Income tax payable in the current year
(5.611.459)
(14.859.594)
Current income tax liability as at December 31, 2022
(3.650.349)
(14.587.916)
b) Deferred taxes analysed by source of temporary difference.
Differences between the regulations issued by the Romanian Ministry of Finance and IFRS accounting principles, give rise to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their tax bases. The tax effect of the movements in these temporary differences is detailed below.
January 1,
2022
Credited/ (charged) to other comprehensive income
Credited to profit or loss
December 31,
2022
Tax effect of deductible/(taxable) temporary differences
Fair valuation of financial assets measured through other comprehensive income (Note 24)
(49.806.425)
20.048.847
-
(29.757.577)
Fair valuation of tangible assets (Note 25)
(1.026.644)
(522.900)
-
(1.549.544)
Provisions for variable remuneration
1.360.000
-
(182.338)
1.177.662
Net deferred tax liability
(49.473.069)
19.525.947
(182.338)
(30.129.459)
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
39
11. BASIC AND DILUTED EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit for the period by the weighted average number of ordinary paid shares in issue during the period, excluding the average number of ordinary shares purchased by the Company and held as treasury shares (based on their settlement date), multiplied by a weighting factor based on the number of days in which the shares were in circulation compared to the number of days in the reporting year.
December 31,
2022
December 31,
2021
Profit for the period
63.721.738
96.611.495
Weighted average number of ordinary shares
2.150.489.620
2.162.443.797
Basic and diluted earnings per share
0.0296
0,0047
12. CASH AND CASH EQUIVALENTS
December 31,
2022
December 31,
2021
Current accounts at banks, in RON
863.908
1.275.894
Current accounts at banks, in foreign currency
1.961.355
8.571.540
Bank deposits, in RON
44.345.742
38.012.180
Petty cash
2.991
2.873
Total
47.173.996
47.862.487
At December 31, 2022 and December 31, 2021 the amounts presented in the financial statements are neither past due, nor impaired.
At December 31, 2022 and 2021, the bank deposits have a contractual maturity below 1 month.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
40
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
As at December 31, 2022 and December 31, 2021, the financial assets at fair value through profit or loss based on the nature of the financial instrument is presented as follows:
December 31,
2022
December 31,
2021
Shares quoted on Romanian markets, of which:
564.004.096
613.871.443
- quoted on the Bucharest Stock Exchange (BSE)
279.841.813
311.103.565
- quoted on the alternative trading system of the BSE (AeRO)
284.162.283
302.767.878
Unquoted shares
65.036.901
53.339.856
Quoted unit funds
1.730.411
1.744.594
Unquoted unit funds
15.739.337
37.885.163
646.510.745
706.841.055
Treasury bills
31.653.276
-
Total
678.164.021
706.841.055
31 decembrie
2022
31 decembrie
2021
Shares listed on Romanian markets, of which:
564.004.096
613.871.443
- subsidiaries
498.554.462
524.691.965
- associates
29.360.648
45.322.444
- others
36.088.986
43.857.034
Unlisted shares, of which:
65.036.901
53.339.856
- subsidiaries
34.838.020
25.371.472
- associates
28.446.204
25.390.273
- others
1.752.677
2.578.111
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
41
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
As at December 31, 2022, investments in subsidiaries is presented as follows:
Entity
Fair value at
December 31,
2022
Type of market
%
Voting rights
S.I.F. TRANSILVANIA PROJECT MANAGEMENT COMPANY SA
303.460
unquoted
100,00
100,00
TRANSILVANIA INVESTMENTS ALLIANCE EQUITY SA
7.045.054
unquoted
100,00
100,00
CRISTIANA SA
18.027.669
unquoted
99,80
99,80
TERRACOTTA STAR SA
0
unquoted
97,48
97,48
ORGANE DE ASAMBLARE SA
0
AeRO
95,70
95,70
TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV
25.264.793
AeRO
93,49
93,49
TURISM COVASNA SA
30.651.297
AeRO
92,94
92,94
TRATAMENT BALNEAR BUZIAS SA
5.926.562
AeRO
91,87
91,87
SEMBRAZ SA
3.599.572
AeRO
90,97
90,97
INTERNATIONAL TRADE&LOGISTIC CENTER SA
9.461.836
unquoted
87,30
87,30
FEPER SA
56.057.422
AeRO
85,80
85,80
ARO-PALACE SA
35.331.010
AeRO
85,74
85,74
MECANICA CODLEA SA
5.347.882
AeRO
81,07
81,07
TURISM, HOTELURI, RESTAURANTE MAREA NEAGRA SA
92.138.832
BVB
78,80
78,80
GRUP BIANCA TRANS SA
1.752.678
AeRO
77,47
77,47
ROMRADIATOARE SA BRASOV
10.779.331
AeRO
76,51
76,51
TUSNAD SA
16.511.066
AeRO
76,41
76,41
UTILAJ GREU SA
4.697.636
AeRO
70,39
70,39
TURISM FELIX SA
80.807.673
BVB
63,77
63,77
COMCM SA CONSTANTA
40.496.484
BVB
56,72
56,72
VIROLA-INDEPENDENTA SIBIU
6.206.121
AeRO
53,62
53,62
CASA ALBA INDEPENDENTA SIBIU
41.118.380
AeRO
53,35
53,35
INDEPENDENTA SA
13.310.564
AeRO
53,30
53,30
SIBAREX SA
0
unquoted
52,85
52,85
SANTIERUL NAVAL SA
28.557.160
BVB
50,00
50,00
Total
533.392.481
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
42
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
As at December 31, 2021, investments in subsidiaries is presented as follows
Entity
Fair value at
December 31,
2021
Type of market
%
Voting rights
SIF TRANSILVANIA PROJECT MANAGEMENT COMPANY SA
305.588
unquoted
100,00
99,998
CRISTIANA SA
17.295.413
unquoted
99,80
99,80
TERRACOTTA STAR SA
-
unquoted
97,48
97,48
ORGANE DE ASAMBLARE SA
-
AeRO
95,70
95,70
TURISM COVASNA SA
29.244.064
AeRO
93,33
95,15
TRATAMENT BALNEAR BUZIAS SA
6.756.572
AeRO
91,87
91,87
SEMBRAZ SA
3.928.206
AeRO
90,97
90,97
INTERNATIONAL TRADE&LOGISTIC CENTER SA
7.770.472
unquoted
87,30
87,30
FEPER SA
54.996.201
AeRO
85,80
85,80
ARO-PALACE SA
36.195.272
AeRO
85,74
85,74
MECANICA CODLEA SA
4.830.539
AeRO
81,07
81,07
TURISM, HOTELURI, RESTAURANTE MAREA NEAGRA SA
79.635.865
BVB
78,11
78,11
GRUP BIANCA TRANS SA
2.578.111
AeRO
77,47
77,47
ROMRADIATOARE SA BRASOV
13.492.527
AeRO
76,51
76,51
TUSNAD SA
17.202.870
AeRO
76,41
76,41
UTILAJ GREU SA
5.122.763
AeRO
70,39
70,39
GASTRONOM SA
8.130.377
AeRO
70,29
70,29
TRANSILVANIA LEASING SI CREDIT IFN SA BRASOV
18.688.658
AeRO
68,64
68,64
TURISM FELIX SA
108.996.396
BVB
63,75
63,77
COMCM SA CONSTANTA
43.780.707
BVB
56,72
56,72
VIROLA-INDEPENDENTA SIBIU
6.073.624
AeRO
53,62
53,62
CASA ALBA INDEPENDENTA SIBIU
40.004.928
AeRO
53,35
53,35
INDEPENDENTA SA
12.479.122
AeRO
53,30
53,30
SIBAREX SA
-
unquoted
52,85
52,85
SANTIERUL NAVAL SA
32.555.162
BVB
50,00
50,00
Total
550.063.437
The fair value of companies quoted on alternative markets was determined according to the Company’s accounting policies, through the valuation reports prepared as at December 31, 2022 and December 31, 2021.
All the Company’s subsidiaries are incorporated in Romania.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
43
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
As at December 31, 2022 investments in associates are as follows:
Entity
Fair value as at December 31,
2021
Type of market
%
CONCAS SA
6.906.562
quoted
47,21
SIMEC SA
-
unquoted
45,78
NEPTUN-OLIMP SA
8.330.733
quoted
41,18
APOLLO ESTIVAL 2002 SA
5.409.633
unquoted
39,62
PRAHOVA ESTIVAL 2002 SA
-
quoted
39,62
TOMIS ESTIVAL 2002 SA
1.532.076
unquoted
39,62
SERVICE NEPTUN 2002 SA
4.154.510
quoted
39,62
TURISM LOTUS FELIX SA
19.442.611
unquoted
38,27
ROMAGRIBUZ VERGULEASA SA
-
unquoted
37,30
TRANSILVANIA HOTELS & TRAVEL SA
-
unquoted
37,01
FELAM SA
-
unquoted
36,22
DORNA TURISM SA
3.478.111
quoted
32,01
HARGHITA SA
-
unquoted
31,42
EMAILUL SA
5.671.529
quoted
28,93
SOFT APLICATIV SI SERVICII SA
1.298.221
unquoted
28,33
COMSIG SA
-
unquoted
27,09
DUPLEX SA
819.202
quoted
26,87
The Foundations Feeder
-
unquoted
26,67
VERITAS PANCIU SA
-
unquoted
26,33
LEGUME FRUCTE BUZAU SA
763.663
unquoted
25,23
CNM PETROMIN SA CONSTANTA
-
unquoted
23,83
Total
57.806.852
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
44
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
As at December 31, 2021 investments in associates are as follows:
Entity
Fair value as at December 31,
2021
Type of market
%
CONCAS SA
14.678.958
quoted
47,21
SIMEC SA
-
unquoted
45,78
NEPTUN-OLIMP SA
13.228.323
quoted
41,18
APOLLO ESTIVAL 2002 SA
2.077.717
unquoted
39,62
TOMIS ESTIVAL 2002 SA
-
quoted
39,62
PRAHOVA ESTIVAL 2002 SA
623.498
unquoted
39,62
SERVICE NEPTUN 2002 SA
2.044.942
quoted
39,62
TURISM LOTUS FELIX SA
16.872.889
unquoted
38,27
ROMAGRIBUZ VERGULEASA SA
-
unquoted
37,30
TRANSILVANIA HOTELS & TRAVEL S.A.
-
unquoted
37,01
HIDROMECANICA SA
-
unquoted
36,27
FELAM SA
-
unquoted
36,22
DORNA TURISM SA
4.122.739
quoted
32,01
HARGHITA SA
-
unquoted
31,42
EMAILUL SA
10.674.352
quoted
28,93
SOFT APLICATIV SI SERVICII SA
1.332.537
unquoted
28,33
COMSIG SA
-
unquoted
27,09
DUPLEX SA
573.130
quoted
26,87
THE FOUNDATIONS FEEDER
171.554
unquoted
26,67
VERITAS PANCIU SA
-
unquoted
26,33
LEGUME FRUCTE BUZAU S.A.
1.558.956
unquoted
25,23
CNM PETROMIN SA CONSTANTA
-
unquoted
23,83
FONDUL ROMAN DE GARANTARE A CREDITELOR PENTRU INTREPRINDERI
2.753.122
unquoted
23,02
Total
70.712.717
The Company held corporate bonds measured at fair value through profit and loss at December 31, 2022 and at December 31, 2021 as follows:
Entity
Currency
Units at
December 31, 2022
Units at
December 31, 2021
Fair value December 31, 2022
Fair value December 31, 2021
Organe de Asamblare SA
RON
-
2.200.000
-
-
Sibarex SA
RON
900.000
900.000
-
-
Total
-
-
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
45
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
At December 31, 2022 the Company owned corporate bonds issued by:
Sibarex SA – bonds with a nominal value of RON 2.25 million. The bonds are unquoted, non-convertible into shares, are issued at a nominal value of RON 2.50 per bond, having a maturity period of 3 years (maturity date: 21 November 2016) and the annual interest rate resulting from the variable interest of ROBOR at 6 months plus 2.00%. Interest payments are made quarterly. As at December 31, 2022, accrued interest related to these bonds was RON 211,247. Principal and interest must be repaid in full by the repayment date or anticipated (partial or total) at the issuer's request. Given the Extraordinary General Meeting of Shareholders of the issuers of 14.11.2016 on the company’s dissolution followed by liquidation, the fair value of the bonds as at December 31, 2022 is zero (December 31, 2021: zero). The bonds issued are secured with pledge without dispossession on the production equipment up to the value of bonds underwritten and paid and plus the entire period estimated interest. By Civil Decision no. 288/03.10.2017, the simplified procedure of bankruptcy and dissolution of the company was initiated.
During September 2022, both the principal (RON 5, 5 million) and the interest owed (RON 835 thousand) were collected, amounts related to the bonds held at S.C. Organe de Asamblare SA Brasov, a company under reorganization procedure.
Treasury bills held at 31 December 2022:
December 31, 2022
December 31, 2021
Issuer
Currency
Number
Fair value
Number
Fair value
M.F.P. (ISIN RO1624DBN027)
RON
600
2.935.302
-
-
M.F.P. (ISIN RO3B41D8EX14)
RON
2.600
11.234.956
-
-
M.F.P. (ISIN RO7P95F9FNY6)
RON
600
2.397.057
-
-
M.F.P. (ISIN ROO7A2H5YIN8)
RON
2.000
9.560.805
-
-
M.F.P. (ISIN XS2109812508)
EUR
1.000
3.407.798
-
-
M.F.P. (ISIN XS2434895558)
EUR
500
2.117.358
-
-
Total
7.300
31.653.276
-
-
In relation to the fund units in the portfolio, measured at fair value through the profit and loss account, we make the following presentation:
December 31, 2022
December 31, 2021
Entity
Number
Fair value
Number
Fair value
Fondul Inchis de Investitii Multicapital Invest
-
-
4.934
15.711.238
Fond Inchis de Investitii Bet-Fi Index Invest
2.054
1.730.411
2.054
1.744.594
Fondul Inchis de Investitii Star Value
-
-
13.713
15.429.319
Fondul Inchis de Investitii Fondul Privat Comercial
11.933
5.454.974
10.644
5.118.809
Fondul Deschis de Investitii BT MAXIM
527.797
8.925.581
-
-
Fondul Deschis de Investitii Napoca
413.087
294.489
413.087
313.698
Fondul Deschis de Investitii GlobUS BlueChips
27.487
278.786
27.487
324.455
Fondul de Investiții Alternative Professional Globinvest
100
785.508
100
987.644
Total
982.458
17.469.748
472.019
39.629.756
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
46
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
The portfolio managed by the Company includes investment funds that have declared a diversified investment policy. The funds register a high exposure on shares, which places them in a medium / medium-high risk class. Of these, only the BET-FI Index follows the evolution of a stock index (the BET-FI index).
Multicapital Invest
The fund aims to create added value by identifying actions with high potential in the medium or long term, in sectors with positive development forecasts. At the same time, the Fund seeks to capitalize opportunities on short-term by actively managing the portfolio. The Fund focuses its resources on a limited number of companies. The Fund may not invest in financial instruments issued by SAI STAR ASSET MNANAGEMENT SA. The fund will not invest in Total Return Swap instruments. The synthetic risk indicator places the fund in risk class 4.
BET - FI Index
The Fund is listed on the Bucharest Stock Exchange and gives access to the yield of the BET-FI index. The Fund is based on the risk dispersion across the 5 financial investment companies (SIFs) and the shares of Fondul Proprietatea, traded on the BSE regulated market, by correlating the performances with those obtained by their index. The BET-FI Index has been classified into risk class 4 out of 7, which is equivalent to an average risk degree.
Star Value
The fund invests in financial instruments such as: listed market shares on a regulated market or ATS, listed or unlisted corporate bonds, credit instruments issued by listed or unlisted central and local public authorities, money market instruments, bank deposits, derivative financial instruments, securities of Collective Investment Undertakings, shares issued by closed companies and other financial instruments allowed by the FSA regulations, respecting the investment limits for each asset. The fund cannot invest in financial instruments issued by SAI STAR ASSET MNANAGEMENT SA. The fund cannot make short sales. The fund will not invest in Total Return Swap instruments. The synthetic risk indicator places the fund in risk class 4.
Fondul Privat Comercial
Fondul Privat Comercial is an alternative investment fund, which places the resources attracted in listed shares issued by financial companies, bonds, fund units and bank deposits. The objective of the fund is to increase the value of the invested capital and to obtain income. The Fund will not invest in: promissory notes and other money market instruments such as bills of exchange, structured products, derivative financial instruments, traded outside regulated markets, corporate bonds not admitted to trading on a regulated market, Swap instruments and SFT - securities financing transaction. The synthetic risk indicator places the fund in risk class 6.
Open Investment Fund BT MAXIM
BT Maxim is a stock fund that addresses in particular dynamic investors, with high risk profile, eager to capitalize on their own assets through the listed shares market. At the moment, the portfolio is focused on the energy and financial area, being oriented on pro-cyclical actions that will benefit from the current context with high prices for goods as well as that of raising interest rates. The fund invests at least 85% in shares and the remaining 15% is invested in fixed income instruments. The synthetic risk indicator places the fund in risk class 4.
Open Investment Fund Napoca
FDI Napoca
is an open investment fund with the fundamental objective of increasing the value of invested capital and which places a majority share of the resources attracted in shares listed on regulated markets in Romania. The Fund states that the investment objective can be achieved through an investment policy oriented in the medium and long term in listed shares, aiming to obtain profits as a result of the increase in the value of the investments made. The synthetic risk indicator places the fund in risk class 5.
Open Investment Fund GlobUS BlueChips
Fdi GlobUS BlueChips is an open investment fund with an investment policy focused on the medium and long term in shares listed on regulated markets in the United States of America. It invests in shares issued by companies included in the main American indexes, characterised by a high stock exchange capitalisation, a high capacity of the management to obtain profit and a high return on capital invested. The synthetic risk indicator places the fund in risk class 5.
Alternative Investment Fund Professional Globinvest
The investment policy of the fund is focused on the medium and long term, in high growth potential shares in time, discounted and/or interest-bearing debt securities such as government, municipal or corporate bonds, bank deposits, ownership securities issued by
collective investment bodies. The fund will invest in financial instruments issued in Romania, preferably in the financial field.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
47
14. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
The disaggregation of the financial assets at fair value through other comprehensive income by asset type is the following:
December 31,
2022
December 31,
2021
Shares quoted on Romanian markets, of which:
625.598.878
692.790.998
- quoted on the Bucharest Stock Exchange (BSE)
609.400.419
682.239.010
- quoted on the alternative trading system of the BSE (AeRO)
16.198.459
10.551.988
Unquoted shares, preferred rights
13.317.402
18.605.335
Social parts
438.010
-
Participations
29.983.866
-
Total
669.338.157
711.396.334
December 31,
2022
December 31,
2021
Carrying amount at 1 January
711.396.334
569.320.156
Net gains /losses on fair value, of which:
- net gains/losses on mark-to-market during the year (note 24)
(107.449.616)
136.970.387
Acquisitions
124.441.487
190.079.516
Sales
(59.050.047)
(184.973.725)
Carrying value at 31 December
669.338.157
711.396.334
The total value of dividends received at December 31, 2022 for such category of assets was RON 89.607.045 (December 31, 2021: RON 18.396.206).
15. FINANCIAL ASSETS AT AMORTISED COST
The Company applies the provisions of IFRS 9 related to expected credit losses, thus classifying the receivables in Stage 1, Stage 2 and Stage 3. No exposures were identified that, although performing, recorded a significant deterioration of credit risk (Stage 2) that would require the presentation under Stage 2. For Stage 3 sundry debtors, for which the collection is uncertain, the Company has calculated the impairment allowances. By applying the estimations according to IFRS 9 in respect of Stage 1, the Company concluded that the expected loss allowance was not significant.
Sundry debtors include mainly amounts arising from final court sentences.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
48
15 FINANCIAL ASSETS AT AMORTISED COST (continued)
Financial assets at amortised cost, non-pending and not impaired (Stage 1) are presented as follows :
December 31,
2022
December 31,
2021
Unsettled share capital increases
6.092.301
7.396.300
Total
6.092.301
7.396.300
Financial assets at amortised cost, overdue and impaired (Stage 3) are presented as follows
December 31, 2022
Receivables
from group
Other
receivables
Receivables on transfer of shares
Dividends
receivable
Gross carrying amount
7.634
754.841
1.575.024
142.654
Loss allowance
(7.634)
(139.326)
(1.575.024)
(131.398)
Net value
-
615.515
-
11.255
From the total receivables on transfer of share, the RON 1,575,024 represent the counter value of the shares held in SOFT APLICATIV SI SERVICII SA (as per the shares sales agreement entered into on 28.05.2019), for which the enforcement of Arbitration Award no. 9/ 13.11.2019 started in 2021 for claims further to the non-fulfilment of contractual obligations, for which the Company set up impairment allowances for receivables for the entire amount.
December 31, 2021
Receivables
from group
Other
receivables
Receivables on transfer of shares
Dividends
receivable
Gross carrying amount
210.538
272.818
1.575.024
302.122
Loss allowance
(210.538)
(145.326)
(1.575.024)
(131.398)
Net value
-
127.492
-
170.724
16. OTHER ASSETS
December 31,
2022
December 31,
2021
Consumables and other inventories
7.000
5.471
Prepayments
787.314
339.410
Other assets
157.399
1.260.304
Total
951.713
1.605.185
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
49
17. PROPERTY, PLANT AND EQUIPMENT
Land and Buildings
Plant and equipment
Fixtures, fittings and furniture
Total
Balance at January 1, 2022
Gross value
12.624.294
831.897
322.176
13.778.367
Accumulated depreciation
(726.688)
(244.414)
(73.187)
(1.044.289)
Net book value
11.897.606
587.483
248.988
12.734.077
Acquisitions
-
692.197
-
692.197
Tangible assets in progress
1.265.073
-
-
1.265.073
Advances for property, plant and equipment
-
18.971
-
18.971
Sales or scraps
-
(130.880)
(1.440)
(132.320)
Depreciation recorded during the year
(363.344)
(314.821)
(61.669)
(739.835)
Depreciation for the assets sold
-
30.076
1.440
31.516
Revaluation in 2022
4.053.694
95.274
11.034
4.160.002
Balance at December 31, 2022
Gross book value
16.853.029
978.300
198.353
18.029.683
Accumulated depreciation
-
-
-
-
Net book value
16.853.029
978.300
198.353
18.029.683
Land and Buildings
Plant and equipment
Fixtures, fittings and furniture
Total
Balance at January 1, 2021
Gross value
14.647.752
522.022
164.720
15.407.245
Accumulated depreciation
(426.916)
(139.333)
(35.246)
(601.495)
Net book value
14.220.836
382.689
129.474
14.805.752
Acquisitions
-
364.362
72.461
436.823
Tangible assets in progress
-
62.780
94.196
156.976
Sales or scraps
(3.743)
(117.267)
(9.202)
(130.212)
Transfer to investment property
(2.066.451)
-
-
(2.066.451)
Depreciation recorded during the year
(426.916)
(162.093)
(43.949)
(632.958)
Depreciation for the assets sold
1.872
57.012
6.008
64.891
Depreciation for the transfer
125.272
-
-
125.272
Revaluation in 2021
46.736
-
-
-
Balance at December 31, 2021
Gross book value
12.624.294
831.897
322.176
13.778.367
Accumulated depreciation
(726.688)
(244.414)
(73.187)
(1.044.289)
Net book value
11.897.606
587.483
248.988
12.734.077
The Company has no restrictions on property titles. There are no cases of assets pledged as security for liabilities recorded. At the end of the financial years 2022 and 2021, the Company did not record contractual obligations for the purchase of tangible assets. The latest revaluation of the land and owned by the Company was on December 31, 2022 and the differences from the revaluation were recorded in other comprehensive income (note 25).
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
50
17. INTANGIBLE ASSETS
Licences
Other intangible assets
Total
Balance at January 1, 2022
Gross carrying amount
489.875
787.053
1.276.928
Accumulated amortisation
(369.851)
(787.053)
(1.156.904)
Net carrying amount
120.024
-
120.024
Acquisitions
57.443
-
57.443
Advances for intangible assets
-
-
-
Sales or scraps
(59.447)
(11.638)
(71.085)
Depreciation recorded during the year
(94.692)
-
(94.692)
Depreciation for the assets sold
59.145
11.638
70.783
Balance at December 31, 2022
Gross carrying amount
487.870
775.415
1.263.285
Accumulated amortisation
(405.397)
(775.415)
(1.180.812)
Net carrying amount
82.473
-
82.473
Licences
Other intangible assets
Total
Balance at January 1, 2021
Gross carrying amount
432.615
787.053
1.219.668
Accumulated amortisation
(350.413)
(779.268)
(1.129.682)
Net carrying amount
82.202
7.784
89.986
Acquisitions
74.732
-
74.732
Advances for intangible assets
11.732
11.732
Sales or scraps
(29.205)
-
(29.205)
Depreciation recorded during the year
(48.642)
(7.784)
(56.427)
Depreciation for the assets sold
29.205
-
29.205
Balance at December 31, 2021
489.875
787.053
1.276.928
Gross carrying amount
Accumulated amortisation
(369.851)
(787.053)
(1.156.904)
Net carrying amount
120.024
-
120.024
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
51
18. ASSETS REPRESENTING INVESTMENT PROPERTY
In December, the Company leased the space it owns in Bucharest. In accordance with IAS 16, the asset was revalued and transferred from property, plant and equipment to the category of Investment property. The Valuation report was made by REVALTEX SRL – ANEVAR member, which resulted in an increased revaluation reserve by RON 53.411.
Assets representing investment property:
Balance at January 1, 2022
Gross carrying amount
2.066.451
Accumulated depreciation
-
Net carrying amount
2.066.451
Purchases
-
Revaluation
53.411
Balance at December 31, 2022
2.119.862
Gross carrying amount
Accumulated depreciation
-
Net carrying amount
2.119.862
19. RIGHT-OF-USE ASSETS
The Company holds lease agreements mainly for vehicles and has rented an office space in Bucharest.
Right-of-use assets under leases:
Balance at January 1, 2022
Gross value
1.878.067
Accumulated amortization
(268.604)
Net carrying amount
1.609.463
Purchases
2.571.613
Amortization during the year
(668.132)
Revaluation
1.142
Balance at December 31, 2022
4.450.823
Gross value
Accumulated amortization
(936.736)
Net carrying amount
3.514.087
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
52
19. RIGHT-OF-USE ASSETS (continued)
Balance at January 1, 2021
Gross value
825.014
Accumulated amortization
(19.716)
Net carrying amount
805.298
Purchases
1.053.054
Amortization during the year
(248.888)
Balance at December 31, 2021
Gross value
1.878.067
Accumulated amortization
(268.604)
Net carrying amount
1.609.463
Lease liabilities:
Balance at January 1, 2022
1.761.619
Debt recognition
1.761.619
Increase
2.814.637
Debts paid
(601.039)
Foreign differences
13.653
Balance at December 31, 2022
3.988.871
Due in less than one year
489.779
Due in more than one year
3.499.092
Year
December 31, 2022
Year 1
489.779
Year 2
873.893
Year 3
674.240
Year 4
674.239
Year 5
674.239
Year 6
393.436
Year 7
112.632
Year 8
96.413
Total debt
3.988.871
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
53
19. RIGHT-OF-USE ASSETS (continued)
Balance at January 1, 2021
718.324
Debt recognition
718.324
Increase
1.126.321
Debts paid
(185.108)
Foreign differences
102.082
Balance at December 31, 2021
1.761.619
Due in less than one year
224.733
Due in more than one year
1.536.886
Year
December 31,
2021
Year 1
224.733
Year 2
262.421
Year 3
257.796
Year 4
378.420
Year 5
112.632
Year 6
112.632
Year 7
112.632
Year 8
112.632
Year 9
112.565
Year 10
75.155
Total debt
1.761.619
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
54
20. FINANCIAL LIABILITIES
December 31,
2022
December 31,
2021
Dividend payables (i)
25.018.532
34.117.386
Trade payables
1.867.735
6.704.598
Collections made in advance from third parties
20
20
Liabilities with related parties
22.308
56.901
Total
26.908.594
40.878.905
(i) The movement in the dividends payable is presented in the following table:
December 31,
2022
December 31,
2021
Balance at 1 January
34.117.386
42.465.622
Dividends declared
-
-
Dividends returned
113
1.086
Dividends paid during the current year, including tax
(1.150.952)
(2.076.694)
Dividends prescribed (recorded as income) (see Note 6)
(7.948.009)
(6.272.628)
Balance at 31 December
25.018.538
34.117.386
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
55
21. LOANS FROM BANKS
December 31,
2022
December 31,
2021
Loans from banks
-
-
Balance at 31 December
-
-
In October 2021, the Company contracted from Banca Transilvania a revolving credit, amounting to RON 57,000,000, for a period of one year, with maturity on 14.10.2022 and an annual interest rate composed of ROBOR index at one month plus the margin of 0.95%, for the purchase of financial instruments and the financing of the current activity.
The loan was contracted with the following guarantees structure (150% coverage):
- Movable mortgage over the current accounts opened by the Company at Banca Transilvania, with registration in the National Register of Mobile Advertising (“RNPM”);
- Movable mortgage over 3.180.380 shares issued by BRD-Groupe Societe Generale SA held by the Company, blocked at the Central Depository and registration in RNPM;
- Movable mortgage over 61.300.310 shares issued by OMV Petrom SA held by the Company, blocked at the Central Depository and registration in RNPM.
In December 2021, the Company signed with Banca Comercială Română a revolving credit agreement amounting to RON 90,000,000, for a period of one year, with a maturity of 22.12.2022, with an annual interest rate composed of ROBOR index at 3 months plus the margin of 1.00%, intended for the purchase of shares of listed companies.
The loan was contracted with the following guarantee structure (200% coverage):
- Movable mortgage over the current accounts opened by the Company at Banca Transilvania, with registration in the National Register of Mobile Advertising (“RNPM”);
- Movable mortgage over 4.000.000 shares issued by BRD-Groupe Societe Generale SA held by the Company, blocked at the Central Depository and registration in RNPM;
- Movable mortgage over 48.000.000 shares issued by Banca Transilvania SA held by the Company, blocked at the Central Depository and registration in RNPM. In May, the guarantee structure was completed with 4.500.000 shares issued by Banca Transilvania SA owned by the company, in order to ensure the degree of coverage.
The company did not have any difficulties in ensuring the coverage from the set securities mortgages (BRD-Groupe Societe Generale SA, OMV Petrom SA, Banca Transilvania), thus complying with the special clauses imposed under the concluded credit agreements.
On December 31, 2022 and December 31, 2021, the company did not have amounts accessed from credit lines.
22. OTHER LIABILITIES
December 31,
2022
December 31,
2021
Salaries liabilities
801.491
4.603.255
Taxes payable
151.294
88.822
Social contributions owed to the state budget
490.965
373.353
Total
1.443.750
5.065.430
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
56
23. SHARE CAPITAL
The statutory share capital of the Company as at December 31, 2022 is RON 216,244,380, out of which RON 216,244,380 represents the subscribed and paid capital (registered with the Trade Register). The subscribed and paid share capital is divided in 2,162,443,797 shares. The Company’s shares are common, nominative, indivisible, of equal value and dematerialized, issued at nominal value of RON 0.10 per share.
December 31,
2022
December 31,
2021
Total share capital recorded at the Trade Register
216,244,380
216,244,380
Share capital according to IFRS
216,244,380
216,244,380
Shareholding at December 31, 2022
Shareholders
Number
Shares
Percentage out of total shares
(%)
Resident shareholders
6.957.698
2.112.194.032
97,68
individuals
6.957.480
1.076.815.267
49,79
legal persons
218
1.035.378.765
47,88
Non-resident shareholders
2.467
50.249.765
2,32
individuals
2.444
12.472.317
0,58
legal persons
23
37.777.448
1,75
TOTAL
6.960.165
2.162.443.797
100,00
individuals
6.959.924
1.089.287.584
50,37
legal persons
241
1.073.156.213
49,63
Shareholding at December 31, 2021
Shareholders
Number
Shares
Percentage out of total shares
(%)
Resident shareholders
6.960.759
2.105.929.286
97,39
individuals
6.960.538
1.075.064.845
49,71
legal persons
221
1.030.864.441
47,67
Non-resident shareholders
2.434
56.514.511
2,61
individuals
2.411
12.955.477
0,60
legal persons
23
43.559.034
2,02
TOTAL
6.963.193
2.162.443.797
100,00
individuals
6.962.949
1.088.020.322
50,31
legal persons
244
1.074.423.475
49,69
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
57
24. FAIR VALUE REVALUATION RESERVE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
The fair value revaluation reserve of financial assets at fair value through other comprehensive income is net of tax.
December 31,
2022
December 31,
2021
Gross fair value revaluation reserve of financial assets at fair value through other comprehensive income
163.655.043
304.291.047
Deferred tax liabilities (Note 10)
(29.757.577)
(49.806.425)
Net reserve
133.897.466
254.484.622
This note shows the changes in the fair value revaluation reserve of financial assets at fair value through other comprehensive income.
Revaluation reserves for financial assets at fair value through other comprehensive income
Gross
Deferred
tax
Total net
Balance as at January 1, 2022
304.291.047
(49.806.425)
254.484.622
Loss on changes in fair value from mark-to-market
(100.896.834)
12.762.131
(88.134.703)
Transfer of reserve to retained earnings upon sale of financial assets at fair value through other comprehensive income
39.739.170
(7.286.717)
32.452.453
Balance as at December 31, 2022
163.655.043
(29.757.577)
133.897.466
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
58
25. REVALUATION RESERVE FOR PROPERTY, PLANT AND EQUIPMENT
The last revaluation of the land and buildings was performed as at December 31, 2022 by REVALTEX SRL (independent valuator – ANEVAR member), which resulted in an increased revaluation reserve by RON 4.176.746 namely 32%.
The revaluation reserves cannot be distributed to shareholders as dividends.
Gross
Deferred tax
Total net
Balance at January 1, 2021
11.877.456
113.583
11.991.039
Transfer of the reserve to retained earnings
(253.473)
-
(253.473)
Revaluation differences
-
69.910
69.910
Revaluation reserve
172.008
-
172.008
Balance at December 31, 2021
11.795.991
183.493
11.979.484
Balance at January 1, 2022
11.795.991
183.493
11.979.484
Transfer of the reserve to retained earnings
(30.423)
-
(30.423)
Revaluation differences
-
(522.900)
(522.900)
Revaluation reserve
4.176.746
-
4.176.746
Balance at December 31, 2022
15.942.314
(339.407)
15.602.907
26. OTHER RESERVES
Other reserves have been created as a result of the statutory profit allocation.
December 31,
2022
December 31,
2021
Statutory legal reserves (i)
43.248.876
43.248.876
Reserves from profits of previous years
737.130.394
644.153.539
Other reserves (ii)
3.912.094
3.912.094
Total
784.291.364
691.314.508
The movement in reserves is presented below:
December 31,
2022
December 31,
2021
Balance at 1 January
691.314.508
656.772.596
Distribution from profit and retained earnings
92.976.855
34.541.912
Increase of share capital by embedding reserves
-
-
Statutory legal reserve (i)
-
-
Balance at December 31
784.291.364
691.314.508
(i) The statutory legal reserves represent the accumulated transfers from the retained earnings made according to the local legislation. These reserves cannot be used to remunerate the shareholders with dividends. The local legislation provides that at least 5% from the profit of the Company must be transferred to legal reserves until this reserve reaches up to 20% from the share capital of the Company.
(ii) Tax facilities generated by favourable exchange rate differences.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
59
27. OWN SHARES
The company has carried out in the period 15 29.12.2021 a program of redemption of its own shares by public offering, according to the A.G.E.A. Decision of 04.12.2020: the redemption of a maximum number of 10,443,797 shares with a face value of 0.10 RON/share representing maximum 0.48296% of the share capital, at a maximum price of 0.46 RON/share.
The redemption program was carried out through BT Capital Partners S.A., with the following results:
- number of redeemed shares: 10,443,797 (0.4829% of the share capital)
- price: 0.4330 RON/share
- total value of the redeemed shares: RON 4,522,164.10.
These actions were attributed to the personnel identified under the 2021 Stock option Plan.
On 18.08.2022, Transilvania Investments started the first stage of the share buyback program, in accordance with the Decision of A.G.E.A. no. 1/28.04.2022 and the Decision of the Directorate dated 17.08.2022.
The characteristics of the first stage of the buy-back program are as follows:
- Period: 18.08.2022 – 17.03.2023.
- Number of actions: Maximum 10,000,000 shares.
- Price: The maximum price will be 0.49 RON/share, according to the decision of A.G.E.A. no. 1/28.04.2022.
- Purpose of the program: The company will redeem its own shares for distribution under a Stock option Plan.
- Intermediate: BT Capital Partners.
- Total value of the shares redeemed as of December 31, 2022: RON 2,786,400.
December 31,
2022
December 31,
2021
Treasury shares redeemed
(2.786.400)
(4.522.164)
Total
(2.786.400)
(4.522.164)
28. BENEFITS GRANTED TO THE SUPERVISORY BOARD MEMBERS, EXECUTIVE BOARD MEMBERS AND COMPANY PERSONNEL
The benefits granted to the Supervisory Board members, members of the Directorate and Company’s personnel in the form of equity instruments represent the value of benefits related to their participation to the benefit plan within Stock Option Plan programs (SOP), component of the variable remuneration granted in the form of shares.
For 2021, the Company developed a benefit plan totaling RON 1,775,050 (the value initially recognized in equity: RON 4,250,000), for which it has carried out a program of repurchase of its own shares by public offer (according to the A.G.E.A. Decision of 04.12.2020) for 10,443,797 shares intended for distribution within the stock option plan program.
In 2022, 50% of the variable cash remuneration for 2021 was paid.
In December 2022, 10,443,797 shares were awarded free of charge, the Company transferring to the identified staff the initial component of the variable remuneration for 2021 consisting of 50% of the shares awarded, the difference of 50% of the shares being transferred to a fiduciary-lawyer.
For 2022, the Company has a benefit plan in total amount of RON 9,800,000 (the value recognized in equity in 2022 according to the remuneration policy: RON 4,611,840) for which it carries out a program of redemption of its own shares according to the A.G.E.A. Decision of 28.04.2022 for maximum 20,000,000 shares, at a maximum price of 0.49 RON / share, shares intended for distribution within the stock option plan program.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
60
29. TRANSACTIONS WITH RELATED PARTIES
Parties are generally considered to be related if the parties are under common control, or one party has the ability to control the other party or can exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. During 2022 and 2021, the outstanding transactions with related parties were as follows:
Expenses with subsidiaries:
Transaction type
December 31,
2022
December 31,
2021
International Trade Center& Logistic
Servicii închiriere
14.819
20.944
Aro Palace S.A.
Servicii hoteliere
188.495
102.910
Cristiana SA Braşov
Chirie
120.838
102.893
Turism, Hoteluri Si Restaurante Marea Neagra
Servicii hoteliere
12.140
2.099
Tusnad S.A.
Servicii hoteliere
10.472
311
Turism Covasna S.A.
Servicii hoteliere
16.721
-
Total
363.485
229.157
Expenses with associated entities:
Transaction type
December 31,
2022
December 31,
2021
Turism Lotus Felix S.A.
Servicii hoteliere
604
-
Transilvania Hotels&Travel S.A.
Prestari servicii
1.639
-
Total
2.243
-
Expenses with subsidiaries are included in the “Other operating expenses” line in the statement of profit or loss and other comprehensive income.
Dividend income from subsidiaries for 2022 and 2021 is as follows:
Dividend income from subsidiaries
December 31,
2022
December 31,
2021
Aro Palace S.A.
3.627.076
3.149.441
Santierul Naval Orsova
3.027.059
5.711.432
Cristiana S.A.
2.560.413
1.380.690
Mecanica Codlea S.A.
875.332
431.620
Utilaj Greu S.A.
173.489
120.866
Grup Bianca Trans SA
-
757.278
Gastronom SA
-
570.950
Total
10.263.369
12.122.278
Dividend income from associates shall be as follows:
Dividend income from associates
December 31,
2022
December 31,
2021
Emailul SA Mediaş
921.540
890.818
Concas SA
286.243
286.243
Soft Aplicativ si Servicii SA
12.322
14.163
Total
1.220.104
1.191.224
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
61
29. TRANSACTIONS WITH RELATED PARTIES (continued)
Dividend income obtained from affiliated entities are presented in the Statement of Profit or Loss and Other Comprehensive Income on “Dividend Income” line.
Key management
December 31, 2022
Between 01.01.2022 and 25.08.2022, the Directorate of the Society was composed of Mr. Radu-Claudiu Rosca Executive President and Mr. Theo-Dorian Buftea – Executive Vice-President.
Following the authorization of A.S.F. no. 128/25.08.2022, through which the changes in the composition of the Transilvania Investments Directorate were authorized as a result of the appointment of Mrs. Stela Corpacian as a member of the Directorate, in accordance with the Decision of the Supervisory Board no. 3/14.07.2022, the Directorate of Transilvania Investments consisted of Mr. Radu-Claudiu Rosca Executive President, Mr. Theo-Dorian Buftea - Executive Vice President and Mrs. Stela Corpacian - Executive Vice President.
The current mandate term of the members of the Directorate expires on 20.04.2024.
As of 31.12.2022, the Supervisory Board of Transilvania Investments was composed of: Mr. Paul-George Prodan- President, Mr. Radu Momanu Vice-President, Mr. Patriţiu Abrudan-member, Mr. Marius-Petre Nicoară Member and Mr. Constantin Frăţilă – member
The members of the Supervisory Board were elected by the ordinary General meeting of shareholders on 04.12.2020, for a term of 4 years, starting from the date of authorization of the composition of the Board by the Financial Supervisory Authority. The members of the Supervisory Board were authorized by the A.S.F. on the basis of the authorizations no. 69/19.04.2021 and no. 80/27.04.2021.
The fixed paid or payable indemnities are as follows:
December 31,
2022
December 31,
2021
Supervisory Board
3.530.184
2.224.542
Executive Board
2.300.439
4.430.197
Total
5.830.623
6.654.739
The Company did not grant loans or advances (except advances for salaries and/or transport) to the members of the Supervisory Council and the Executive Board, therefore, at December 31, 2022 no such obligations were registered (also applicable for the financial year ended December 31, 2021).
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
62
30. PRESENTATION OF THE FINANCIAL INSTRUMENTS BY MEASUREMENT CATEGORIES
For the purposes of measurement, IFRS 9 “Financial Instruments” classifies financial assets into the following categories: (a) financial assets measured at amortised cost; (b) financial assets measured at fair value through other comprehensive income; (c) financial assets at fair value through profit or loss and (d) financial liabilities at amortised cost or at fair value. The following table provides a reconciliation of financial assets and liabilities with these measurement categories as of December 31, 2022:
Financial assets measured at amortised cost
Financial assets measured at fair value through other comprehensive income
Financial assets
at fair value
through
profit or loss
Financial liabilities measured at amortised cost
Total
Cash and cash equivalents
47.173.996
-
-
-
47.173.996
Financial assets at fair value through other comprehensive income
-
669.338.157
-
-
669.338.157
Financial assets at fair value through profit or loss
-
-
646.510.745
-
646.510.745
Government securities recognized at fair value through the profit and loss
31.653.276
31.653.276
Other financial assets at amortised cost
6.719.070
-
-
-
6.719.070
Total financial assets
53.893.066
669.338.157
678.164.021
-
1.401.395.244
Financial liabilities at amortised cost
-
-
-
-
-
-
26.908.594
26.908.594
Total financial liabilities
-
-
-
26.908.594
26.908.594
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
63
30. PRESENTATION OF THE FINANCIAL INSTRUMENTS BY MEASUREMENT CATEGORIES (continued)
The table below presents a reconciliation of the financial assets and liabilities with measurement categories at December 31, 2021:
Financial assets measured at amortised cost
Financial assets measured at fair value through other comprehensive income
Financial assets
at fair value
through
profit or loss
Financial liabilities measured at amortised cost
Total
Cash and cash equivalents
47.862.487
-
-
-
47.862.487
Financial assets measured at fair value through other comprehensive income
-
711.396.334
-
-
711.396.334
Financial assets at fair value through profit or loss
-
-
706.841.088
-
706.841.055
Other financial assets at amortised cost
7.694.516
-
-
-
7.694.516
Total financial assets
55.557.003
711.396.334
706.841.055
-
1.473.794.392
Financial liabilities (at amortised cost)
-
-
-
40.878.905
40.878.905
Total financial liabilities
-
-
-
40.878.905
40.878.905
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
64
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value
According to IFRS 13, according to the input used in the valuation process, the fair value levels are defined as follows:
- Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
- Level 2 inputs: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
- Level 3 inputs: unobservable inputs for the asset or liability.
To estimate the fair value that uses Level 1 inputs, the Company relates to the closing /reference prices on the domestic and/or foreign trading systems.
According to International Financial Reporting Standards, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The materiality level of the inputs in the estimation of fair value as a whole is established by using professional judgment, taking into account specific factors, due to the complexity of a valuation of such investments and to the fact that changes in fair value are reflected in the financial statements.
The fair value of the financial instruments held by Transilvania Investments is estimated according to the Company’s valuation rules, policy, procedures and methodology for valuing assets for financial reporting purposes. In 2022 there were a series of communications regarding the Company’s policies, procedures and rules: annual revision of the valuation policy and procedures implemented at level of Transilvania Investments, the update of specific documents on the functioning of the company as F.I.A.I.R. (Key information document, simplified prospectus and Fund Rules), publication and availability of valuation rules used by Transilvania investments.
Given its organisational structure and the internal regulations within Transilvania Investments, for some participations that are classified as Level 3 on the fair value hierarchy, the evaluation activity is based on specific services provided by a contractual partner, in compliance with the provisions of specific legislation and Valuation Standards applicable at the reference date of the report (valuation date).
During 2022 was in place a contract with a company specialised in valuation, which prepared and delivered to Transilvania Investments a series of valuation reports aimed at estimating the fair value for financial reporting purposes of participations representing majority or minority stakes in listed or unlisted companies from various sectors of activity.
PricewaterhouseCoopers Management Consultants S.R.L . delivers valuation services, is a corporate member of ANEVAR and meets the specific requirements provided by the legislation in force regarding the independence, qualification, experience and competences required for such activity.
Included in the financial instruments whose estimated fair value uses Level 3 inputs in the fair value hierarchy, the Company has included the following financial assets:
(i) Financial assets at fair value through other comprehensive income, consist of equity shares and social parts (participation in the share capital of the entity of less than 20% classified in this category), participation titles;
(ii) Financial assets at fair value through profit and loss, consist of equity shares (participation in the share capital of the entity of more than 20% and less than 20% classified in this category), bonds, government securities, fund units.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
65
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
The methodology for estimating the fair value takes into account the structure of the portfolio of financial instruments managed by Transilvania Investments as well as the specifics of the investments held. The data and information used in the process of estimating the fair value will be based on reliable and relevant sources of information at the valuation reference date and the data will be obtained from independent sources, if possible and appropriate. The models used in the estimate of fair value depends on the quality, quantity and reliability of data and available information as well as professional judgment.
In the general concept and the rules defined at the Company’s level by its authorization as F.I.A.I.R. it was taken into account that the holdings held in issuers listed on an alternative / multilateral system in Romania should be assimilated to securities with a liquidity considered as irrelevant for the application of the market marking method, the option being that the shares of those companies are assessed on the basis of an assessment report in accordance with the valuation standards in force. For the companies listed on the main segment of the Bucharest Stock Exchange, it is taken into account that, as a rule, the trading activity of those shares is considered relevant for the application of the market marking method. In specific situations not falling within the general coordinates referred to, a prudential judgment shall be considered on quantitative and/or qualitative issues relating to the market and trading activity of securities relating to the issuer.
For equity investments and social parts whose estimated fair value uses Level 3 inputs, the following approaches have been considered:
Market approach - comparison with companies operating on the capital market;
The income approach - discounted cash flow method, discounted dividends method and dividend capitalisation method;
Asset approach - adjusted net asset method.
The fair value estimation process relates to a volatile economic environment influenced by phenomena whose effect, duration or evolution may be difficult to determine and foresee (e.g., the Covid-19 pandemic, energy prices etc.) and such assumptions or matters are reflected in the evaluation reports, as far as possible. The high volatility of specific factors may generate changes in existing circumstances in a relatively short time and the impact on the economic conditions, on the financial markets or at company level could lead to changes in the values initially estimated. An important element that determines the consistency and relevance of date and information used in the evaluation process is the availability and level of complexity of the financial reports of the issuers part of the managed portfolio.
As of 31 December 2022, the fair value of the stock portfolio for which the valuation was carried out on the basis of the market marking principle represents 63.7% of the total value of the financial asset portfolio managed by Transilvania Investments. Shareholdings for which level 3 inputs were used and which were the subject of valuation reports prepared by PricewaterhouseCoopers Management Consultants accounted for 26.3% of the total value of the financial assets held by Transilvania Investments as at 31 December 2022. At the level of the stock portfolio, the movements recorded between levels 3 and 1 of the fair value hierarchy were determined by specific situations, namely the acquired holdings in newly acquired issuers in the Transilvania Investments portfolio that were recently listed on the multilateral trading system of B.V.B. (AROBS Transilvania Software, Roca industry Holdingrock1, Gocab Software), or the holding in a non- operational company that has been transferred to the operational category (prospects), whose trading activity on the multilateral trading system of B.V.B. has been considered or has become relevant for marking to the market.
For corporate bonds in the Transilvania Investments portfolio, the estimated fair value takes into account the “default” stage of the respective issue, determined by exceeding the deadline provided in the prospectus for the payment of principal and coupons. According to the Company’s rules and methodology for the valuation of financial assets in this category, they are recorded at zero value. The government securities held by Transilvania Investments at 31.12.2022 are classified in level 2 of the fair value hierarchy and are assessed on the basis of composite price benchmarks published by Bloomberg, respectively mid quotes that have as main support direct observations on the financial instrument.
For fund units whose estimated fair value uses level 3 inputs, the unit value of the net asset (VUAN) published or communicated by the fund manager for the reference date has been taken into account.
For the participation title held in a closed-end investment entity, level 3 inputs are taken into account, by reference to the capital contributions made by Transilvania Investments and the net asset value (NPV) attributed
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
66
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
to Transilvania Investments, based on the information contained in the periodic financial reports communicated to investors by that entity.
At the level of the entire portfolio of financial instruments held by Transilvania Investments, as of December 31, 2022, the value of financial assets recognized at fair value through the profit and loss account amounts to RON 678.2 million, of which 35.3% represents the value of holdings classified at level 1 of the fair value hierarchy.
Compared to December 31, 2021, at the end of 2022, the financial assets recognized at fair value through profit and loss account registered an decrease in value of about 4.0%, respectively RON 28.7 million. This was determined by:
- the evolution of the quotations related to the financial instruments from Transilvania Investments’s portfolio, listed on regulated markets or alternative trading systems and falling within level 1 of the fair value hierarchy,
- the trading activity carried out by Transilvania Investments during 2022,
- inflows and outflows of financial assets the amounts of which are recognized in the income statement of the Company,
- the fair values estimated or determined for holdings classified in levels 2 or 3 of the value hierarchy and recognized through the profit and loss account (shares, fund units, government securities).
As at December 31, 2022, the Company had assets measured at fair value classified on the three levels of the fair value hierarchy, as follows:
Level 1
Level 2
Level 3
Total
FINANCIAL ASSETS
Financial assets at fair value through other comprehensive income, out of which:
619.621.926
-
49.716.231
669.338.157
- Equity shares
619.621.926
-
19.732.365
639.354.291
- - Financial
504.428.613
-
1.975.593
506.404.206
- - Energy
104.264.087
-
-
104.264.087
- - Real estate
-
-
5.222.522
5.222.522
- - Industry
1.314.742
-
2.075.778
3.390.520
- - Tourism
-
-
10.008.165
10.008.165
- - Other
9.614.484
-
450.307
10.064.791
- Participation titles
-
-
29.983.866
29.983.866
Level 1
Level 2
Level 3
Total
FINANCIAL ASSETS
Financial assets at fair value through profit and loss, out of which:
239.345.329
31.653.276
407.165.416
678.164.021
- Equity shares
239.345.329
-
389.695.668
629.040.997
- - Financial
16.920.397
-
25.264.793
42.185.190
- - Energy
19.471.841
-
-
19.471.841
- - Real estate
-
-
202.478.076
202.478.076
- - Industry
28.819.470
-
25.552.052
54.371.522
- - Tourism
173.755.621
-
126.613.099
300.368.720
- - Other
378.000
-
9.787.648
10.165.648
- Corporate bonds, government securities
-
31.653.276
0
31.653.276
- Fond units
-
-
17.469.748
17.469.748
Total financial assets
858.967.255
31.653.276
456.881.647
1.347.502.178
NON-FINANCIAL ASSETS
Property, plant and equipment
-
18.029.683
18.029.683
Investment property
-
2.119.862
2.119.862
Total assets measured at fair value
858.967.255
31.653.276
477.031.192
1.367.651.723
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
67
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
As at December 31, 2021 the Company had assets measured at fair value classified on Level 1 and Level 3 in the fair value hierarchy, as follows:
Level 1
Level 3
Total
FINANCIAL ASSETS
Financial assets at fair value through other comprehensive income, out of which:
684.545.009
26.851.325
711.396.334
- Equity shares
684.545.009
26.851.325
711.396.334
- - Financial
552.910.583
4.480.535
557.391.118
- - Energy
120.863.229
-
120.863.229
- - Real estate
-
6.233.573
6.233.573
- - Industry
2.803.198
2.744.264
5.547.462
- - Tourism
-
12.072.685
12.072.685
- - Other
7.967.999
1.320.268
9.288.267
Level 1
Level 3
Total
Financial assets at fair value through profit or loss, out of which:
267.322.858
439.518.197
706.841.055
- Equity shares
267.322.858
399.888.441
667.211.299
- - Financial
41.666.433
21.613.334
63.279.767
- - Energy
1.000.482
-
1.000.482
- - Real estate
-
206.457.295
206.457.295
- - Industry
32.998.682
27.050.578
60.049.260
- - Tourism
189.607.261
126.323.943
315.931.204
- - Other
2.050.000
18.443.291
20.493.291
- Fund units
-
39.629.756
39.629.756
Total financial assets
951.867.867
466.369.522
1.418.237.389
NON-FINANCIAL ASSETS
Property, plant and equipment
-
12.734.077
12.734.077
Investment property
-
2.066.451
2.066.451
Total assets measured at fair value
951.867.867
481.170.050
1.433.037.917
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
68
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
As at December 31, 2022 and December 31, 2021, the Company did not hold financial liabilities measured at fair value.
As at December 31, 2022, financial assets measured at fair value classified on level 3 are as follows:
Inputs used
ASSETS AT FAIR VALUE
Fair value
Market comparison
Income-based method
Asset-based method
Market comparison
Income-based method
Asset based method
Financial assets
Financial assets measured at fair value through other comprehensive income, of which:
- Other investments
Shares, equity interests
19.732.365
17.680.948
756.618
1.294.799
financial data (revenues, turnover, EBITDA, EBIT, equity, total assets ), acquisition price
financial data (dividends
patrimony financial data (assets, liabilities, equity)
Participation titles
29.983.866
-
-
29.983.866
-
-
The net present value (NPV) published/communicated by the manager of the investment entity
Financial assets measured at fair value through profit or loss, of which:
- Investments in subsidiaries
Shares
331.888.816
-
226.673.799
105.215.017
-
financial data (revenues, expenses, EBITDA , CAPEX, other items, dividends)
patrimony financial data (assets, liabilities, equity )
- Other investments
Shares
57.806.852
24.580.777
19.442.611
13.783.464
financial data (turnover, equity, EBITDA, EBIT, net profit )
financial data (revenues, expenses, EBITDA , CAPEX, other items)
patrimony financial data (assets, liabilities, equity )
Fund units
17.469.748
-
-
17.469.748
-
-
Net asset value per unit published or communicated by the Fund Administrator
Total
456.881.647
42.261.725
246.873.028
167.746.894
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
69
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
Financial assets
Fair value as at December 31, 2022
Measurement method
Unobservable input, value ranges
Unobservable input vs. Fair value – sensitivity
Weighted average cost of capital values ranging from 11.4% to 13.4%
The lower the weighted average cost of capital, the higher the fair value, and vice versa.
Cost of equity: max. 15.6%
The lower the equity cost, the higher the fair value and vice versa.
Long-term income rate of growth: 2.5%
The higher the long-term income rate of growth, the higher the fair value and vice versa.
Income-based approach – discounted cash flow method, discounted dividends
Discount for lack of marketability, values ranging from 10% to 15.8%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Income capitalisation rate for assets 10.4%-12.0%
The lower the income capitalisation rate for assets, the higher the fair value and vice versa
Listed majority holdings
295.298.118
Asset-based approach – adjusted net asset method
Discount for lack of marketability, values ranging from 15.8% to 25.9%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Weighted average cost of capital values ranging from 11.4% to 12.9%
The lower the weighted average cost of capital, the higher the fair value, and vice versa.
Cost of equity: max. 15.4%
The lower the equity cost, the higher the fair value and vice versa.
Long-term income rate of growth: 2.5%
The higher the long-term income rate of growth, the higher the fair value and vice versa.
Income-based approach – discounted cash flow method
Discount for lack of marketability, values ranging from 15% to 15.8%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Unlisted majority holdings
36.590.698
Asset-based approach – adjusted net asset method
Discount for lack of marketability: 15%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
70
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
Financial assets
Fair value as at December 31, 2022
Measurement method
Unobservable input, value ranges
Unobservable input vs. Fair value – sensitivity
Income, EBITDA, EBIT, net profit, equity multiples: values ranging from 0.6 to 15.2
The higher the multiple, the higher the fair value and vice versa.
Market approach – comparable companies
Discount for lack of marketability, values ranging from 10% to 25.9%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Discount for lack of control: 11.7%-15.6%
The lower the discount for lack of control, the higher the fair value and vice versa.
Listed minority holdings
35.337.600
Asset-based approach – adjusted net asset method
Discount for lack of marketability: 15%-25.9%
The lower the discount for lack of liquidity, the higher the fair value and vice versa.
Income, EBITDA, total assets, equity multiples: ranging from 0.5 to 24.3
The higher the income multiple, the higher the fair value and vice versa.
Market approach – comparable companies
Discount for lack of marketability: values ranging from 15% to 25.9%
The lower the discount for lack of liquidity, the higher the fair value and vice versa.
Weighted average cost of capital: 11.9%
The lower the weighted average cost of capital, the higher the fair value, and vice versa.
Cost of equity: 13%
The lower the equity cost, the higher the fair value and vice versa.
Long-term income rate of growth: 2.5%
Dividend growth rate: 0.6%
The higher the rate of growth, the higher the fair value and vice versa.
Income-based approach – discounted cash flow method, dividend capitalization
Discount for lack of marketability: values ranging from 15.8% to 25%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Discount for lack of control: 9.1%-17.8%
The lower the discount for lack of control, the higher the fair value and vice versa.
Unlisted minority holdings
42.201.617
Asset-based approach – adjusted net asset method
Discount for lack of marketability: 15%-25.9%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
71
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
As at December 31, 2021, financial assets at fair value classified on level 3 are as follows:
Inputs used
ASSETS AT FAIR VALUE
Fair value
Market comparison
Income-based method
Asset-based method
Market comparison
Income-based method
Asset based method
Financial assets
Financial assets measured at fair value through other comprehensive income, of which:
- Other investments
Shares
26,851,325
24,614,822
658,369
1,578,134
financial data (revenues, turnover, EBITDA, EBIT, equity, total assets ), acquisition price
financial data (dividends
patrimony financial data (assets, liabilities, equity)
Fund units
Corporate bonds
Financial assets measured at fair value through profit or loss, of which:
- Investments in subsidiaries
Shares
328,876,014
-
233,588,403
95,287,611
-
financial data (revenues, expenses, EBITDA , CAPEX, other items, dividends)
patrimony financial data (assets, liabilities, equity )
Fund units
Corporate bonds
- Other investments
Shares
71,012,427
37,362,182
16,872,889
16,777,356
financial data (turnover, equity, EBITDA, EBIT ), acquisition price
financial data (revenues, expenses, turnover, EBITDA , CAPEX, other items)
patrimony financial data (assets, liabilities, equity )
Fund units
39,629,756
-
-
39,629,756
-
-
Net asset value per unit published or communicated by the Fund Administrator
Corporate bonds
-
-
-
-
-
-
-
Total
466,369,522
61,977,004
251,119,661
153,272,857
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
72
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
Financial assets
Fair value as at December 31, 2021
Measurement method
Unobservable input, value ranges
Unobservable input vs. Fair value – sensitivity
Weighted average cost of capital 10%-14%
The lower the weighted average cost of capital, the higher the fair value, and vice versa.
Cost of equity: max. 15.9%
The lower the equity cost, the higher the fair value and vice versa.
Long-term income rate of growth: 2.5%
The higher the long-term income rate of growth, the higher the fair value and vice versa.
Income-based approach – discounted cash flow method, discounted dividends
Discount for lack of marketability, values ranging from 10% to 15%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Income capitalisation rate for assets 9.3%-12.3%
The lower the income capitalisation rate for assets, the higher the fair value and vice versa
Listed majority holdings
300,926,430
Asset-based approach – adjusted net asset method
Discount for lack of marketability: 15%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Weighted average cost of capital 8.3% - 10.9%
The lower the weighted average cost of capital, the higher the fair value, and vice versa
Cost of equity: max. 11.9%
The lower the equity cost, the higher the fair value and vice versa.
Long-term income rate of growth: 2.5%
The higher the long-term income rate of growth, the higher the fair value and vice versa.
Income-based approach – discounted cash flow method
Discount for lack of marketability: 15%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Unlisted majority holdings
27,949,583
Asset-based approach – adjusted net asset method
Discount for lack of marketability: 15%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
73
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
Financial assets
Fair value as at December 31, 2021
Measurement method
Unobservable input, value ranges
Unobservable input vs. Fair value – sensitivity
Income multiple, EBITDA, EBIT, equity: values ranging from 0.3 to 13.0
The higher the multiple, the higher the fair value and vice versa.
Market approach – comparable companies
Discount for lack of marketability, values ranging from 10% to 15%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Discount for lack of control: 15%
The lower the discount for lack of control, the higher the fair value and vice versa.
Listed minority holdings
53,868,144
Asset-based approach – adjusted net asset method
Discount for lack of marketability: 15%
The lower the discount for lack of liquidity, the higher the fair value and vice versa.
Income, total assets, equity multiple: ranging from 0.6 to 6.3
The higher the income multiple, the higher the fair value and vice versa.
Market approach – comparable companies
Discount for lack of marketability: values ranging from 10% to 15%
The lower the discount for lack of liquidity, the higher the fair value and vice versa.
Weighted average cost of capital 8.4%-11.6%
The lower the weighted average cost of capital, the higher the fair value, and vice versa.
Cost of equity: max. 12.8%
The lower the equity cost, the higher the fair value and vice versa.
Long-term income rate of growth: 2.5%
Dividend growth rate: 0.3%
The higher the rate of growth, the higher the fair value and vice versa.
Income-based approach – discounted cash flow method
Discount for lack of marketability: values ranging from 10% to 15%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
Discount for lack of control: ranging from 9% to 17%
The lower the discount for lack of control, the higher the fair value and vice versa.
Unlisted minority holdings
43,995,609
Asset-based approach – adjusted net asset method
Discount for lack of marketability: 15%
The lower the discount for lack of marketability, the higher the fair value and vice versa.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
74
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (CONTINUED)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
The Company has estimated the fair value of investments in companies in bankruptcy, insolvency or reorganisation procedures as zero in accordance with FSA Regulation 9/2014 and Company’s internal procedures.
In 2022, the movements of Level 3 assets were as follows:
Shares
Equity interests
Bonds
Fund units
Participation titles
Total
Balance at January 1, 2022
426.739.766
-
-
39.629.756
-
466.369.522
Acquisitions performed during the year
16.841.499
494.500
10.349.999
26.852.137
54.538.135
Sales during the year
(21.783.067)
(30.007.194)
(51.790.260)
Transfers from level 3
(2.552.543)
-
-
-
-
(2.552.543)
Gain / (loss) recognised in:
Net gain / (loss) from financial assets at fair value through other comprehensive income
(1.945.096)
(56.490)
-
-
3.131.729
1.130.143
Net gain / (loss) from financial assets at fair value through profit or loss
(8.310.537)
-
-
(2.502.814)
-
(10.813.351)
- realized gain / (loss)
6.540.765
-
-
(1.133.363)
-
5.407.403
- unrealized gain / (loss)
(14.851.302)
-
-
(1.369.451)
-
(16.220.754)
Balance at December 31, 2022
408.990.022
438.010
-
17.469.747
29.983.866
456.881.645
During the reporting period, there were both acquisitions of fund units (BT MAXIM, FIAIR Fondul Privat Comercial) and sales of fund units (FII STAR VALUE and FII MULTICAPITAL INVEST) as well as participation in share capital increases (KOGNITIVE MANUFACTURING TECH S.R.L.- Social shares, ROCA INDUSTRY HOLDINGROCK1 SA FVTOCI SHARES, TRANSILVANIA INVESTMENTS ALLIANCE EQUITY SA — FVTPL SHARES).
During the third quarter, Transilvania Investments Alliance withdrew from EXIMBANK SA - FVTOCI shares, capitalizing on the stake with a net result of 2.70 million RON.
During the fourth quarter, shares of the issuer TRANSILVANIA LEASING AND CREDIT IFN S.A. were acquired and the stake in FONDUL ROMAN DE GARANTARE A CREDITELOR PT. INTREPRINDERI was sold.
The companies AROBS TRANSILVANIA SOFTWARE S.A, ROCA INDUSTRY HOLDINGROCK1, PROSPECTIUNI SA (FVTOCI) and GOCAB SOFTWARE S.A. (FVTPL) were transferred from level 3 to level 1 in the first half of the year, being valued at market price.
At the end of 2022, the capital holding within the CEECAT Fund II SCSP amounted to RON 29.98 million (equivalent to EUR 6.06 million).
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
75
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (continued)
31.1. Hierarchy analysis of the fair value of financial instruments measured at fair value (continued)
In 2021, the movements of Level 3 assets were as follows:
Shares
Bonds
Fund units
Total
Balance at January 1, 2021
399.763.381
-
29.775.513
429.538.894
Acquisitions performed during the year
2.774.083
-
6.300.001
9.074.084
Sales during the year
(1.660.737)
-
-
(1.660.737)
Bonds upon maturity
-
-
-
-
Transfers to level 3
-
-
-
-
Gain / (loss) recognised in:
Net gain / (loss) from financial assets at fair value through other comprehensive income
(694.199)
-
-
(694.199)
Net gain / (loss) from financial assets at fair value through profit or loss
26.557.238
-
3.554.242
30.111.480
- realized gain / (loss)
-
-
-
-
- unrealized gain / (loss)
26.557.238
-
3.554.242
30.111.480
Balance at December 31, 2021
426.739.766
-
39.629.756
466.369.522
31.2 Financial assets and liabilities not measured at fair value
The following table summarizes the carrying amounts and fair values of those financial assets and liabilities that are not recognized at fair value in statement of financial position of the Company. Purchase prices are used to estimate the fair values of assets and sales prices are applied for liabilities.
Assets and liabilities for which fair value is presented as at December 31, 2022:
Level 1
Level 2
Level 3
Total
Financial assets
Cash and cash equivalents (i)
2.991
47.171.005
-
47.173.996
Financial assets at amortised cost
-
-
6.719.070
6.719.070
Total financial assets
2.991
47.171.005
6.719.070
53.893.066
Financial liabilities
Financial liabilities at amortised cost
-
-
26.908.594
26.908.594
Total financial liabilities
-
-
26.908.594
26.908.594
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
76
31. FINANCIAL ASSETS AND LIABILITIES FAIR VALUE (continued)
31.2 Financial assets and liabilities not measured at fair value (continued)
Assets and liabilities for which the fair value is disclosed at December 31, 2021:
Level 1
Level 2
Level 3
Total
Financial assets
Cash and cash equivalents (i)
2.873
47.859.614
-
47.862.487
Financial assets at amortised cost
-
-
7.694.516
7.694.516
Total financial assets
2.873
47.859.614
7.694.516
55.557.003
Financial liabilities
Financial liabilities at amortised cost
-
-
40.878.905
40.878.905
Total financial liabilities
-
-
40.878.905
40.878.905
(i) Cash and cash equivalents include petty cash and current bank account or bank deposits with original maturity less than 3 months. The fair value of the short term deposits is equal to their accounting value.
32. FINANCIAL RISK MANAGEMENT
The risk management policy can be found in the Company organizational structure and it encompasses both general and specific risks, as set forth in law no. 297/2004, Law no. 74/2015 and NSC Regulation no. 15/2004, as amended and completed, and Law no. 243/2019 regulating alternative investment funds and amending and supplementing acts of legislation.
In the process of identifying and evaluating financial risks, as well as the ratios used in risk management, EU Directive 2011/61 regarding the managers of alternative investment funds (DAFIA), EU Regulation no. 231/2013, Directive no. 2013/36 / EU on capital adequacy and EU Regulation no. 575/2013 regarding prudential requirements for credit institutions and investment companies were considered. In choosing the approach regarding the management of financial and operational risks, the application of the provisions of EU Directive 2011/61 regarding the managers of alternative investment funds, the references in DAFIA to Directive 2013/36 / EU, the requirements regarding the risk management provided in EU Regulation no. 231/2013 in the case of Transilvania Investments were considered.
The most important types of financial risks to which the Company is exposed are credit risk, liquidity risk and market risk. Market risk includes currency risk, interest rate risk and equity price risk. This note provides information regarding the Company's exposure to every risk mentioned above, the objectives and policies of the Company and evaluation and risk management processes.
32.1. Credit risk
Credit risk is the risk of financial loss of the Company if a customer or counterparty of a financial instrument fails to meet its contractual obligations. Issuer risk represents the risk of losing the value of a security in a portfolio, as a result of the deterioration of its economic-financial situation, which can be determined by the business conditions or the general situation of the economy.
The Company is exposed to counterparty credit risk on cash and cash equivalents and other financial assets balances.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
77
32. FINANCIAL RISK MANAGEMENT (continued)
32.1. Credit risk
The credit risk associated with placements and investments is managed by following principles of prudential diversification of the portfolio. This risk is controlled both by how partners are selected, by monitoring their activities and by monitoring exposure limits.
Considering the fact that through its activity, the Company has long term exposure in relation to its participation in financial and non-financial entities, management is permanently reviewing the risk the Company is exposed to by maintaining it at prudent and manageable level. Thus, the Company management is using, when required by characteristics on debtor/entity, appropriate instruments to reduce the credit risk and at the same time is permanently monitoring their performance evolution. As of today, the Company has not used derivative financial instruments in order to reduce the credit risk related to exposure to any entity.
The maximum exposure to credit risk for current accounts and deposits with banks is:
Rating
December 31, 2022 Short/ long-term
December 31,
2022
Rating
December 31, 2021 Short/ long-term
December 31,
2021
Cash and cash equivalents:
BRD
F2/BBB+
21.704.721
F2/BBB+
29.863.197
ING Bank
P-1/Aa3
2.263.652
A1/A+
1.442.411
Banca Transilvania
B/BB+
21.147.177
B/BB+
1.026.491
Banca Comercială Română
F2/BBB+
2.020.728
F2/BBB+
5.266.598
OTP Bank
P-2/Baa1+
28.866
BBB
5.209.864
UniCredit Bank
P-2/Baa1
550
BBB
728
Banca Romaneasca
-
220
-
98
Banca Credit Agricole
P-1/Aa2
5.091
A+
5.050.227
Total
47.171.005
47.859.614
The above assets are not impaired or overdue, being included in Stage 1.
Credit risk is also diversified by placing cash with several banks. At the same time, the current accounts and deposits are held at Romanian banks, these institutions having a satisfactory rating. Under these conditions, the current accounts and bank deposits of the Company have a low credit risk because they are held at renowned banking institutions.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
78
32. FINANCIAL RISK MANAGEMENT (continued)
32.2. Market risk and position risk
Market risk is the present or future risk of recording losses related balance and off-balance sheet due to adverse movements in market caused by changes in share prices, fluctuation of interest rates, exchange rates or price of goods. Management sets the limits on the value of risk that may be accepted, which are monitored on a daily basis. However, the use of this approach does not prevent losses outside of these limits in the event of more significant market movements.
Position risk is associated with financial instruments portfolio measured at fair value, which use level 1 input, held by the Company with intention to benefit from positive evolution of prices of underlined financial assets or potential dividends/coupons issued by entities. The Company is exposed to general position risk as well as specific, due to short term investments made in government securities, shares and fund units.
The Management is permanently monitoring the reduction of adverse effects related to this financial risk, through an active procedure of diversifying the investment portfolio and by using one or more technics of diminishing of the risk through trading activity or market prices evolution related to financial instruments held by the Company.
At December 31, 2022, financial assets classified at level 1 of the fair value hierarchy represent equity interests amounting to about 64% of the total value of the managed portfolio. A positive change of 10% in the prices of the shares measured at fair value through other comprehensive income would determine an increase in equity at December 31, 2022 of RON 61.962.193, a negative change having an equal and opposite impact.
As regards investments in shares whose values are measured in profit or loss based on Level 1 inputs, a positive change of 10% in the prices would mean an increase of RON 23.934.533 of the result before tax for the financial year ended December 31, 2022, a negative change having an equal and opposite impact.
The financial assets in the portfolio of shares held by Transilvania Investments at December 31, 2022, for which the fair value is estimated using Level 3 input data, represents majority or minority holdings in listed but with irrelevant liquidity issuers on the capital market and in closed-end companies. The share of these assets in the portfolio of assets of Transilvania Investments at 31.12.2022 is 32.3%, and by reference to the capital instruments held by Transilvania Investments at December 31, 2022 they account for 30.4% of the total.
In the context of the asset valuation policy and procedure for the purpose of financial reporting established by Transilvania Investments, the Company's management appreciates that the fair values related to these participations are the result of estimates based on appropriate assumptions and methodologies.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
79
32. FINANCIAL RISK MANAGEMENT (CONTINUED)
32.2. Market risk and position risk (continued)
Consideration of alternative assumptions through changes in the input data used in the valuation would lead to different fair values that would determine the following effects on the profit and loss account:
Valuation technique
Change in unobservable inputs used in valuation
Impact of profit or loss
Increase by 10% of the multiple(s)
1.597.143
Decrease by 10% of the multiple(s)
(1.597.074)
Increase by 10% of discount for lack of liquidity
(586.622)
Market approach
Decrease by 10% of discount for lack of liquidity
586.692
Increase by 10% of EBITDA
34.046.764
Decrease by 10% of EBITDA
(34.013.216)
Increase by 0,5% of weighted average cost of capital
(10.901.205)
Decrease by 0,5% of weighted average cost of capital
12.191.280
Increase by 0,5% of long-term growth rate
3.292.183
Income-based approach
Decrease by 0,5% of long-term growth rate
(3.041.706)
Increase by 10% of price per sqm for land
7.075.125
Decrease by 10% of price per sqm for land
(7.157.349)
Increase by 0,5% of rent capitalisation rate
(599.548)
Asset-based approach
Decrease by 0,5% of rent capitalisation rate
1.020.924
The sensitivity analysis covers a percentage of around 96.4% of the value of the portfolio of participations in shares held by Transilvania Investments at December 31, 2022 classified as Level 3 in the fair value hierarchy. It was carried out taking into account unobservable input data considered relevant with an impact on the estimated values and possible reasonable variations of the indicators. In the analysis, the variation of an input parameter implies the maintenance of the other variables used in the evaluation.
For the portfolio of fund units held by Transilvania Investments at 31.12.2022, a change by ± 10% of the net asset per unit value (VUAN) used as a benchmark of fair value could cause an increase / decrease of RON 1.746.975 in the profit and loss account.
Regarding the RON and EUR government securities portfolio held by Transilvania Investments at 31 December 2022, for the sensitivity analysis, a variation of ±10% of the price benchmark published by Bloomberg used to establish fair value was considered, which would lead to changes in the value of the profit and loss account through an increase/decrease of RON 3,059,348.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
80
32. FINANCIAL RISK MANAGEMENT (continued)
32.3. Concentration risk
Concentration risk relates to all financial assets held by the Company, regardless of Company intention to hold these assets, and through diminishing this risk is intended to avoid large exposure against the same debtor/entity at Company level.
The management policy of diversifying exposures is applied to portfolio structure, business structure as well as structure of financial risks exposure. Thus, this diversifying policy implies: avoiding excessive exposures against the same debtor/issue, or geographical area; diversifying the structure of financial risks aims to avoid excessive exposure to a particular type of financial risk.
In order to meet this objective, the Company has initiated a restructuring process of the portfolio and re-modelling business policies. As at December 31, 2022 there were concentrations on companies operating in the banking sector, as the main income generating sector and on companies operating in the tourism and recreation sector as a result of the historical holdings of Transilvania Investments. Such sectors are included in portfolio restructuring programmes, both through sales at arm’s length and through the reduction of their share in the total portfolio by increasing the shares of some companies operating in other sectors in total portfolio.
32.4. Currency risk
The Company is easily exposed to exchange rate fluctuations, primarily for acquired shares in foreign markets, holding to certain investment funds, foreign currency current accounts, receivables and liabilities in other currencies, as well as receivables and obligations in RON, but which according to contracts are consolidated in relation to other currencies, usually EURO and/or USD.
The Company did not use and does not use at this time derivatives to protect itself from exchange rate fluctuations against other currencies.
By computing and monitoring foreign currency net position and foreign currency rate volatility, the Company is aiming to maintain a balance between foreign currency assets and liabilities against total assets and liabilities of the Company.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
81
32. FINANCIAL RISK MANAGEMENT (continued)
32.4. Currency risk (continued)
The financial assets and liabilities held in RON and in foreign currencies at December 31, 2022 can be analysed as follows:
RON
EUR
GBP
USD
Total
Financial assets
Cash and cash equivalents
45.212.641
1.847.940
539
112.875
47.173.995
Financial assets at fair value through other comprehensive income
639.354.291
29.983.866
-
-
669.338.157
Financial assets at fair
value through profit or loss
646.510.745
-
-
-
646.510.745
Government securities measured at fair value through profit or loss
26.128.121
5.525.155
-
-
31.653.276
Financial assets at amortised cost
1.575.515
5.143.555
-
-
6.719.070
Total financial assets
1.358.781.313
42.500.516
539
112.875
1.401.395.244
Financial liabilities
Financial liabilities (at amortised cost)
26.908.594
-
-
-
26.908.594
Lease liabilities
-
3.988.871
-
-
3.988.871
Total financial liabilities
26.908.594
3.988.871
-
-
30.897.465
Net foreign currency position
1.331.872.719
38.511.645
539
112.875
1.370.497.779
The financial assets and liabilities held in RON and in foreign currencies at December 31, 2021 can be analysed as follows:
RON
EUR
GBP
USD
Total
Financial assets
Cash and cash equivalents
39.290.947
4.067.056
569
4.503.915
47.862.487
Financial assets at fair value through other comprehensive income
711.396.334
-
-
-
711.396.334
Financial assets at fair
value through profit or loss
706.669.501
171.554
-
-
706.841.055
Financial assets at amortised cost
7.683.258
11.258
-
-
7.694.516
Total financial assets
1.465.040.040
4.249.868
569
4.503.915
1.473.794.392
Financial liabilities
Financial liabilities (at amortised cost)
40.878.905
-
-
-
40.878.905
Lease liabilities
-
1.761.619
-
-
1.761.619
Total financial liabilities
40.878.905
1.761.619
-
-
42.640.524
Net foreign currency position
1.424.161.135
2.488.248
569
4.503.915
1.431.153.867
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
82
32. FINANCIAL RISK MANAGEMENT (continued)
32.4. Currency risk (continued)
The following table presents the sensitiveness of profit or loss and of equity to potential changes at the end of the reporting period in the foreign exchange rates compared to the reporting currency, while all the other variables remain constant.
December 31, 2022
December 31, 2021
Impact on profit or loss
Impact on other comprehensive income
Impact on profit or loss
Impact on other comprehensive income
10% appreciation of EUR (2021: 10%)
1.251.665
2.998.387
424.987
-
10% depreciation of EUR (2021: 10%)
(1.251.665)
(2.998.387)
(424.987)
-
10% appreciation of GBP (2021: 10%)
54
-
57
-
10% depreciation of GBP (2021: 10%)
(54)
-
(57)
-
10% appreciation of USD (2021: 10%)
11.287
-
450.392
-
10% depreciation of USD (2021: 10%)
(11.287)
-
(450.392)
-
Total
1.263.006
2.998.387
875.436
-
A positive change of 10% of the RON compared to EUR, USD and GBP at December 31, 2022 and December 31, 2021 would determine an increase of the company’s profit by RON 4.261.393 (2021: RON 875.436), all the other variables remaining constant, a negative change having an equal and opposite impact.
32.5. Interest rate risk
Interest rate risk is the current or future risk that profits and equity are negatively affected by adverse changes of interest rates. Operational cash flows of the Company are affected by interest rates fluctuations especially in case of available cash placed in bank deposits and government securities. During 2022, the Company had credit lines at certain financial institutions (balance of RON 147 million). At the end of the financial year, the Company has no credit-facilities contracts.
Through the interest rate risk strategy, the Company aims to optimize the gap between assets and liabilities sensitive to the interest rate variation both in total and over time horizons so that the impact of the interest rate change on net interest income is minimal, this results in the assumed risk profile. The company has approved maximum exposure limits to long-term interest rate risk. The company has not used and does not use derivatives at this time to protect itself from interest rate fluctuations.
Risk management policies were adopted, as well as a procedure on risk management, with a main focus on prudential diversification of the securities portfolio, in the context of capital market regulator requirements, applicable to the risk profile of investment companies and to other collective investment bodies, with a diversified investment policy.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
83
32. FINANCIAL RISK MANAGEMENT (continued)
32.5. Interest rate risk (continued)
The following table shows the annual interest rates obtained or offered by the Company for its interest-bearing assets and liabilities during financial year 2022:
RON
EUR
Interval
Interval
Financial assets
Min
Max
Min
Max
Cash and cash equivalents
0.71
10.00
-
-
The following table shows the annual interest rates obtained or offered by the Company for its interest-bearing assets and liabilities during financial year 2021:
RON
EUR
Interval
Interval
Financial assets
Min
Max
Min
Max
Cash and cash equivalents
0.50
2.50
-
-
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
84
32. FINANCIAL RISK MANAGEMENT (continued)
32.5. Interest rate risk (continued)
The following table contains a summary of the Company’s exposure to interest rate risk. The table shows the Company’s assets and liabilities at carrying amount, categorised by the earlier of the re-pricing or contractual maturity date.
December 31, 2022
< 1 month
1 month
3 month
3 months
1 year
1 year –
5 years
Over
5 years
No interest
Total
Financial assets
Cash and cash equivalents
47.171.005
-
-
-
-
2.991
47.173.996
Financial assets at fair value through
other comprehensive income
-
-
-
-
-
669.338.157
669.338.157
Financial assets at fair value through
profit or loss
-
-
-
-
-
646.510.745
646.510.745
Government securities at fair value through profit or loss
-
-
-
-
-
31.653.276
31.653.276
Financial assets at amortised cost
-
-
-
-
-
6.719.070
6.719.070
Total financial assets
47.171.005
-
-
-
-
1.354.224.239
1.401.395.244
Financial liabilities
Financial liabilities (at amortised cost)
-
-
-
-
-
26.908.594
26.908.594
Lease liabilities
40.814
81.630
367.334
2.896.612
602.481
-
3.988.871
Total financial liabilities
40.814
81.630
367.334
2.896.612
602.481
26.908.594
30.897.465
Net position
47.130.191
(81.630)
(367.334)
(2.896.612)
(602.481)
1.327.315.645
1.370.497.779
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
85
32. FINANCIAL RISK MANAGEMENT (continued)
32.5. Interest rate risk (continued)
The following table contains a summary of the Company’s exposure to interest rate risk. The table shows the Company’s assets and liabilities at carrying amount, categorised by the earlier of the re-pricing or contractual maturity date.
December 31, 2021
< 1 month
1 month
3 month
3 months
1 year
1 year –
5 years
Over
5 years
No interest
Total
Financial assets
Cash and cash equivalents
47.859.614
-
-
-
-
2.873
47.862.487
Financial assets at fair value through
other comprehensive income
-
-
-
-
-
711.396.334
711.396.334
Financial assets at fair value through
profit or loss
-
-
-
-
-
706.841.055
706.841.055
Financial assets at amortised cost
-
-
-
-
-
7.694.516
7.694.415
Total financial assets
47.859.614
-
-
-
-
1.425.934.778
1.473.794.392
Financial liabilities
Financial liabilities (at amortised cost)
-
-
-
-
-
40.878.905
40.878.905
Lease liabilities
22.666
45.332
156.735
1.011.269
525.617
-
1.761.619
Total financial liabilities
22.666
45.332
156.735
1.011.269
525.617
40.878.905
42.640.524
Net position
47.836.948
(45.332)
(156.735)
(1.011.269)
(525.617)
1.385.055.873
1.431.153.868
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
86
32. FINANCIAL RISK MANAGEMENT (continued)
32.6. Liquidity risk
Liquidity risk is the current or future risk that profits, and equity are negatively affected by the inability of the Company to meet its obligations at maturity.
Given that Transilvania Investments is a closed investment fund, the related liquidity risk is lower than in the case of an open investment fund, because shareholders do not have the option to buy back their holdings individually; liquidity requirements are relatively low, reducing the impact of the potentially low liquidity of the portfolio and / or the occurrence of a very high liquidity requirement.
The main focus was placed on Company’s ability to invest in liquid assets in a reasonable time frame, enabling the Company to face easier challenges on financial markets such as high volatility, discrepancies between markets, reduced level of transactions on Bucharest Stock Exchange, inability of suppliers to liquidity/ market makers to perform their roles.
The strategy of liquidity risk management initiated by the Company is portfolio restructuring aiming for assets with high liquidity to represent the highest number of transactions and highest amount in the portfolio.
The portfolio of shares of Transilvania Investments includes:
participations in listed companies on a regulated market, which are constantly analysed from the perspective of liquidity risk. As of December 31, 2022, the share of assets with a high degree of liquidity compared to total assets, namely those participations that meet the criteria established at the level of the Company to be considered liquid was 45.39% (as at 31.12.2021: 48.79%).
other participations (unlisted and listed on an alternative trading system) that do not meet the criteria specific to assets considered liquid.
the Company includes among the illiquid assets also the majority ownership in listed companies on a regulated market.
Both in the context of the development of the conflict in Ukraine, and also in normal market conditions, the Company monitors the liquidity conditions specific to the managed portfolio, where the participation is below the 20% threshold, according to specific regulations characteristic of risk management.
During 2022, the liquidity risk related to the managed portfolio was proactively managed through a mix of measures:
the Company analysed monthly the liquidity of assets with a high degree of liquidity, in order to ensure the necessary liquidity related to the payment obligations due in the next 30 days;
an asset capitalization program was implemented focused on calibrating / adapting the size of each relevant participation to the parameters of the optimal holding packages from the perspective of historical liquidity values, so that the efforts to consolidate the aggregate treasury also contribute to improving liquidity of the portfolio;
contracting during the year some credit lines (whose maturity was not extended at the end of 2022) meant to ensure a degree of flexibility in the implementation of investment programs, respectively to prevent the execution of sales operations in inappropriate market moments.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
87
32. FINANCIAL RISK MANAGEMENT (continued)
32.6. Liquidity risk (continued)
also, at the level of the Company, in 2022, liquidity crisis simulations were carried out, meant to detect possible vulnerabilities regarding the liquidity risk and which can proactively highlight a possible need to implement action plans meant to avoid or manage periods of high liquidity risk. Through these actions, a wide range of scenarios for analyzing liquidity crisis situations was analyzed. The scenarios used included both market risk and liquidity-specific conditions of major participations in times of crisis, including those triggered by the development of the conflict in Ukraine.
The table below presents the financial liabilities as at December 31, 2022 according to their remaining contractual maturities. The amounts included in the table are undiscounted future cash flows. Undiscounted future cash flows are different to the amounts from the statement of financial position because the amount from the later represents discounted cash flows.
The table below presents an analysis of non-derivative financial assets at undiscounted value and according to their contractual maturities. These financial assets are included in the maturity analysis according to the future expected sale day.
When the amount to be paid is not fix, the presented amount is determined based on the existing conditions at the reporting period. The payments in foreign currency are translated using the exchange rate at the reporting period end.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
88
32. FINANCIAL RISK MANAGEMENT (continued)
32.6. Liquidity risk (continued)
December 31, 2022
< 1 month
1 month -
3 months
3 months
1 year
1 year
- 5 years
Over
5 years
Without due date
Total
Financial assets
Cash and cash equivalents
47.173.996
-
-
-
-
-
47.173.996
Financial assets at fair value through other comprehensive income
-
-
-
-
-
669.338.157
669.338.157
Financial assets at fair value through profit or loss
-
-
-
-
-
646.510.745
646.510.745
Government securities at fair value through profit or loss
-
-
-
-
-
31.653.276
31.653.276
Financial assets (at amortised cost)
-
-
6.719.070
-
-
-
6.719.070
Total financial assets
47.173.996
-
6.719.070
-
-
1.347.502.178
1.401.395.244
Financial liabilities
Other financial liabilities (at amortised cost)
1.868.699
25.018.532
-
21.364
-
-
26.908.594
Lease liabilities
40.814
81.630
367.334
2.896.612
602.481
-
3.988.871
Total financial liabilities
1.909.513
25.100.162
367.334
2.917.975
602.481
-
30.897.465
Net liquidity impact
45.264.483
(25.100.162)
6.351.736
(2.917.975)
(602.481)
1.347.502.178
1.370.497.779
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
89
32. FINANCIAL RISK MANAGEMENT (continued)
32.6. Liquidity risk (continued)
December 31, 2021
< 1 month
1 month -
3 months
3 months
1 year
1 year
- 5 years
Over
5 years
Without due date
Total
Financial assets
Cash and cash equivalents
47.862.487
-
-
-
-
-
47.862.487
Financial assets at fair value through other comprehensive income
-
-
-
-
-
711.396.334
711.396.334
Financial assets at fair value through profit or loss
-
-
-
-
-
706.841.055
706.841.055
Bonds at fair value through profit or loss
-
-
-
-
-
-
-
Financial assets (at amortised cost)
-
-
7.694.516
-
-
-
7.694.415
Total financial assets
47.862.487
-
7.694.516
-
-
1.418.237.389
1.473.794.392
Financial liabilities
Other financial liabilities (at amortised cost)
6.755.155
34.117.386
-
6.364
-
-
40.878.905
Lease liabilities
22.666
45.332
156.735
1.011.269
525.617
-
1.761.619
Total financial liabilities
6.777.821
34.162.718
188.487
975.337
434.309
-
42.538.671
Net liquidity impact
41.084.666
(34.162.718)
7.506.029
(975.337)
(434.309)
1.418.237.389
1.431.255.721
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
90
32. FINANCIAL RISK MANAGEMENT (continued)
32.7. The business environment
Globally, a number of overall developments centred around measures to manage the general inflationary context continued throughout 2022. The overall context has kept the restrictive monetary policies of most central banks at the forefront. All these developments remain dependent on the fragile balance between the trends of tempering inflationary pressures and the structural imbalances still unresolved.
While most governments have maintained support measures for both the population and the economic environment, the main Central Banks have made monetary policies more difficult through the full range of instruments at their disposal.
The investment activity of the Company has adapted to the domestic and international context, characterized by a high degree of unpredictability.
The Company's management cannot reliably estimate the impact on the financial statements brought about by a number of relevant factors such as future declines in financial market liquidity and financial asset quotations, due to the increased volatility of the capital and foreign exchange markets. However, Transilvania Investments does not estimate difficulties in fulfilling its commitments to shareholders and obligations to third parties, the current and estimated cash flows for the future being sufficient to cover debts to third parties, respectively the commitments resulting from the implementation of the shareholders' remuneration policy.
32.8 Operational risk
Operational risk is defined as the risk of loss caused either by the use of inadequate or inaccurate processes, systems and human resources that have not performed their function properly, or by external events and actions and includes legal risk. At the level of Transilvania Investments, a risk management system is implemented, organized on three levels of defense:
- the first line is provided by the functional departments, which have the first responsibility and importance for the effective management and control of the risks in the daily activities performed;
- the second line is represented by the Risk Management Department, which identifies, analyses and monitors the risks at the level of the entire company. Within the second line of defence there is also the compliance function that ensures the compliance of the company's activity with the legal regulations in force and verifies the accomplishment of the controls from the first line and the third line of defence;
- the third line of defence is represented by the Internal Audit, which periodically examines the fulfilment of the risk management function and controls the activities and all the systems that generated the respective operational risks.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
91
32. FINANCIAL RISK MANAGEMENT (continued)
32.8 Operational risk (continued)
The operational risks at the level of the organizational structures are assessed quarterly, in order to monitor, manage and maintain a high level of awareness. During 2022, there were no events of actual occurrence of operational risk at the level of the functional departments of the Company or situations that would prevent the Company from continuing its activity.
32.9 Capital adequacy
As regards the financial risks to which it is exposed, Transilvania Investments applied in 2018 also a capital-based approach, according to EU Regulation no. 575/2013 on prudential requirements for credit institutions and investment firms. The impact of financial risks takes into account the size of the financial resources that are affected by the respective financial risks (resulting from dividing the level of the capital adequacy ratio by the minimum level required by law, i.e. 8%). The intention of Transilvania Investments is that the solvency ratio determined as a ratio between capital requirements for financial risks and own funds (financial resources) is at least two times the required minimum level (resulting in a minimum of 16% of the capital adequacy). As at December 31, 2022 Transilvania Investments registers a high level of capital adequacy ratio of 59.20%.
The own funds of Transilvania Investments as at December 31, 2022, calculated in accordance with the methodology laid down in EU Regulation no. 575/2013, were in amount of RON 833.686.945. The own funds of Transilvania Investments are Level 1 own funds, namely share capital, reserves, retained earnings, other comprehensive income, less the deductions provided by the same regulation.
33. MANAGEMENT OF CAPITAL
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, to change the added value created for shareholders, issue new shares or to choose to sell assets to reduce debt. The amount of equity that the Company managed as of December 31, 2022 was RON 1.358.162.932 (December 31, 2021: RON 1.380.162.653).
Consistent with others in the industry, the Company monitors capital on the basis of net asset value. This value is calculated as a ratio between total assets and number of shares issued by the Company.
TRANSILVANIA INVESTMENTS ALLIANCE S.A
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
(All amounts are expressed in RON, unless otherwise stated)
This version of the accompanying documents is a translation from the original, which was prepared in Romanian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
92
34. COMMITMENTS AND CONTINGENCIES
34.1. Legal actions
At the end of 2022, the Company continued to be involved in a number of legal actions specific to the activity performed. The Company's management believes that these litigations will not have a material adverse effect on the economic and financial position of the Company as they are reflected in these financial statements.
In 2022, the existing disputes related to the protection of the corporate rights of the Company and also disputes in which other rights of the Company are protected.
34.2. Contingent liability
At December 31, 2022 and December 31, 2021, the Company had no contingent liability.
34.3 Transfer pricing
The Romanian tax legislation has been providing rules on transfer pricing between affiliates ever since 2000. The current legislative framework defines the principle of “market value” for transactions between affiliates as well as the methods of determining transfer prices. Thus, it is probable that the tax authorities should conduct verifications of the transfer pricing to verify that the tax result and/or customs value of imported goods is not distorted by the effect of the prices practiced in the relations with affiliates. The Company cannot measure the result of such verifications.
35. SUBSEQUENT EVENTS
In accordance with the proposal of the Directorate for profit distribution on the agenda of the General Meeting of Shareholders of 24/25 April 2023, the Company will submit for approval of the shareholders the distribution of the net profit achieved in the financial year 2022 as follows:
Destination
Amount (RON)
Dividends distributed
30.274.213
Other reserves – own sources of finance consisting of profit
33.447.525
TOTAL profit, realized and distributed
63.721.738
There have been no other subsequent events requiring adjustments or presentation in the financial statements.
STATEMENT
The undersigned, RADU-CLAUDIU ROȘCA -Executive President and STELA CORPACIAN Executive Vice-President, in our capacity as legal representatives of TRANSILVANIA INVESTMENTS ALLIANCE S.A., with its headquarters in Brasov, 2, Nicolae Iorga Street, Unique Registration Code 3047687, under article 126 para. (1) of the F.S.A. Regulation no.5/2018 on issuers of financial instruments and market operations
We hereby give this statement on the measure in which the individual annual financial statements prepared for the financial year 2022 reflect in an accurate manner, from all significant points of view, the Company’s financial position as at 31 December 2022 and the result of its operations completed at this date in accordance with the provisions of the Romanian accounting rules, namely the Accounting Law no. 82/1991 - republished and the F.S.A. Rule no. 39/2015 on the approval of the Accounting regulations complying with the I.F.R.S. applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority from the Financial Instruments and Investments Sector.
We hereby declare that we take full responsibility for the preparation of the individual financial statements for the financial year 2022 and we confirm that:
a) The accounting policies used to prepare the individual annual financial statements are compliant with the F.S.A. Rule no. 39/2015;
b) The individual annual financial statements for the financial year 2022, prepared by the Company under the legal regulations in force mentioned above, provide a fair, accurate and reality- based image of the Company’s assets, liabilities, financial position, profit or loss and other comprehensive income, changes in the shareholders’ equity, cash flows, informative data, statement of non-current assets and of the other information included in the explanatory notes;
c) The Executive Board’s Report (accompanying the annual financial statements) comprises a correct analysis of the Company’s development and achievements and describes the main risks and uncertainties specific to the activity carried out by the Company as “Other collective investment undertakings” with a diversified investment policy, set up by Articles of Incorporation;
d) The Company carries out its activity under the going concern principle.
Therefore, on behalf of the Company’s Executive Board, we give this statement that will accompany the individual annual financial statements prepared by the Company for the financial year 2022 that have been endorsed by the Supervisory Board and approved by the Ordinary General Meeting of Shareholders.
The financial statements have been audited by the statutory auditor Mazars Romania S.R.L., the auditor’s report being presented along with the financial statements.
RADU-CLAUDIU ROȘCA
Executive President
STELA CORPACIAN
Executive Vice-President