Transilvania Investments Alliance S.A.

Annual Report 2025

As you will discover in the pages of this Annual Report, we have good news regarding all the main

indicators: the net asset value per share increased by 37%, the value of the portfolio of financial

instruments increased by 25%, the share price advanced by 39%, and the net profit registered a positive

evolution compared to the provisions of the 2025 revenue and expenditure budget, being higher by RON

108.72 million. These results are, above all, the consequence of a disciplined portfolio management and a

clear focus on the long-term value of the assets under management.

In the spirit of transparency that we promote, the Annual Report also contains information about the

objectives on which we will focus in the coming period. The long-term value of Transilvania Investments

continues to be supported by the development projects started by the portfolio companies. Thus,

important initiatives are underway, especially in the tourism and hospitality sector. Among the most

relevant are the projects of the two hotels developed by Aro Palace (Mercure Center Brașov and Hyatt

Regency Aro Palace Brașov) and the investments in the modernization process of the assets held by Turism

Felix, aimed at strengthening the competitiveness and long-term growth potential of these strategic assets

(affiliation to the ibis Styles brand of the International, Termal and Nufărul Hotels).

At the same time, in 2025 we defined an Exit Strategy, as an integral part of the 2024–2028 Strategy, which

aims to restructure the historical assets in the portfolio and realign the portfolio to medium and long-term

investment objectives, focused on increasing the value of the net asset and reducing the trading discount.

We have also taken other important steps to increase the value for our shareholders. We have successfully

implemented the buy-back programme approved in 2025, through which we have repurchased

approximately 171 million shares, representing 8% of the share capital, intended for the share capital

reduction. This measure reflects our commitment to implement a balanced shareholder remuneration

policy targeting both direct remuneration (dividend gain) and indirect remuneration (capital gain facilitated

by the reduction of the trading discount).

Therefore, we are building on a good foundation, at a pace that allows us to maintain a moderate level of

risk and adapt to market conditions. The direction is right, the results of the year 2025 prove it, but we

remain aware that it will take time to make further progress in the implementation of the assumed

strategy. For this, we need your trust and support, for which both I and our entire team thank you.

With special consideration,

Marius-Adrian Moldovan, Executive President

Dear Shareholders and Partners,

In the history of any company, there are years in which the

strategy is defined and years in which the results of the

implementation begin to be visible. After a period dedicated to

recalibration and the adoption of strategic decisions, 2025 was

for Transilvania Investments the year of first clear

confirmations that we have chosen the right direction,

measured by tangible results.

Transilvania Investments Alliance S.A.

Annual Report 2025

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REPORT OF THE EXECUTIVE BOARD

FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2025

Annual Report drafted according to the Law No. 24/2017 regarding the issuers of financial instruments and

market operations, the F.S.A. Regulation No. 5/2018 regarding the issuers of financial instruments and

market operations, Law No. 74/2015 on alternative investment fund managers, Law No. 243/2019

regulating alternative investment funds and the F.S.A. regulations issued for the enforcement thereof,

Regulation (EU) No. 231/2013, the Bucharest Stock Exchange Rule Book, Accounting Law No. 82/1991,

republished as subsequently amended and supplemented, F.S.A. Rule No. 39/2015 approving the

Accounting Regulations compliant with the International Financial Reporting Standards, applicable to the

entities authorised, regulated and supervised by the Financial Supervisory Authority from the Financial

Instruments and Investments Sector.

Report reference date: 31.12.2025

Company name

Transilvania Investments Alliance S.A. (Transilvania

Investments or the Company hereinafter)

Registered Office

Brasov Municipality, 2 Nicolae Iorga Street, postal

code 500057

Phone / Fax

E-mail

0268 416 171 / 0268 473 215

office@transilvaniainvestments.ro

investitori@transilvaniainvestments.ro

Website

www.transilvaniainvestments.ro

Sole Registration Code

3047687

Tax Registration Code

RO3047687

Trade Register Number

J1992003306085

Registered with the Securities Registration

Office within F.S.A.

Registration Certificate No. AC-401-6/13.10.2025

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

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 212,644,000

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)

Depository

BRD-Groupe Société Générale

Auditors

Deloitte Audit S.R.L. – financial auditor

Forvis Mazars Romania S.R.L.– internal auditor

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CONTENTS

1. INTRODUCTION .......................................................................................................................... 4

1.1. General macroeconomic context ................................................................................................. 4

1.2. Economic growth outlook. Key risks and vulnerabilities of the financial system ........................ 4

1.3. Romanian capital market context ................................................................................................ 5

2. EVOLUTION OF THE TRANSILVANIA INVESTMENTS SHARES IN 2025 ............................................. 7

3. ANALYSIS OF THE COMPANY’S ACTIVITY ................................................................................... 10

3.1. General framework ..................................................................................................................... 10

3.2. Strategy and objectives .............................................................................................................. 11

3.3. Investment entity ....................................................................................................................... 12

3.4. Financial assets at fair value ....................................................................................................... 13

3.5. Main aspects of the portfolio evolution in 2025 ........................................................................ 16

3.6. Portfolio management in 2025 ................................................................................................... 21

3.7. Investment activity in 2025 ........................................................................................................ 32

3.8. Main results of the assessment of the Company’s activity ........................................................ 36

4. TANGIBLE ASSETS ..................................................................................................................... 41

5. MARKET OF THE SECURITIES ISSUED BY THE COMPANY ............................................................. 41

6. FINANCIAL POSITION AND PERFORMANCE AT 31.12.2025 .......................................................... 44

7. CORPORATE GOVERNANCE ....................................................................................................... 47

8. E.S.G. ASPECTS AT TRANSILVANIA INVESTMENTS ...................................................................... 81

Annexes:

List of companies in which Transilvania Investments is the majority shareholder as at 31 December 2025

(Annex No. 1)

List of companies in which Transilvania Investments has a significant influence as at 31 December 2025

(Annex No. 2)

List of companies in bankruptcy, insolvency, voluntary winding-up and judicial reorganization as at 31

December 2025 (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 2025 (Annex No. 6)

Annex on litigations 2025 (Annex No. 7)

Statement of assets and liabilities as at 31 December 2025, prepared in accordance with Annex 10 to the

FSA Regulation 7/2020

Detailed statement of investment as at 31 December 2025, prepared in accordance with Annex 11 to the

FSA Regulation 7/2020

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1. INTRODUCTION

By the nature of its activity, Transilvania Investments aligns both with the economic and legislative

environment in Romania and with the regional and global macroeconomic dynamics. A number of events

recorded during the first nine months of 2025 had a direct or indirect impact on the Company’s results and

performance.

1.1. General macroeconomic context

The year 2025 was characterized, at both global and regional levels, by an economic environment

dominated by persistent geopolitical uncertainties, divergent economic growth rates among major

developed economies, and a gradual but uneven disinflation process. In the euro area, the European

Central Bank maintained a prudent approach to monetary policy throughout the year, as inflation

continued to moderate, while risks related to economic growth and financial stability remained relevant,

according to the ECB’s official communications.

Domestically, data published by the National Institute of Statistics indicate a moderate evolution of

Romania’s economy during 2025, with an economic growth rate below potential. This reflected both the

slowdown in external demand and the impact of high inflation and restrictive financial conditions on

consumption and private investment. Economic activity was partially supported by public investments,

including those financed through European funds, although the contribution of domestic demand

remained volatile throughout the year.

The annual inflation rate followed a gradual moderating trajectory during the second half of 2025;

however, the annual average remained significantly above the target range set by the National Bank of

Romania. Romania continued to rank among the European Union member states with the highest inflation

rates, according to data from Eurostat and the National Institute of Statistics. Persistent core inflation and

structural rigidities within the economy continued to exert pressure on consumer prices.

The National Bank of Romania maintained a prudent monetary policy stance throughout 2025, keeping the

monetary policy interest rate at restrictive levels in order to anchor inflation expectations and limit risks to

financial stability, according to the central bank’s statements and Inflation Report. Credit conditions

remained relatively tight, with visible effects on the dynamics of lending to the private sector.

From a fiscal perspective, the budget execution published by the Ministry of Finance for 2025 indicates the

persistence of significant imbalances, with a high budget deficit and structural pressures on public

expenditures. According to Eurostat data, Romania’s fiscal position continued to deteriorate compared

with the EU average, while public debt maintained its upward trend, approaching levels that increase the

vulnerability of public finances to external shocks and to changes in financing conditions on international

markets.

Overall, the year 2025 was marked by a fragile balance between the need to support economic growth and

the imperative of macroeconomic stabilization. The environment characterized by modest economic

growth, still-elevated inflation, and fiscal constraints limited the policy space for economic measures. The

outlook for 2026 remains largely dependent on the pace of disinflation, effective fiscal consolidation, and

developments in the external environment, in line with the public assessments of the National Bank of

Romania, the Ministry of Finance, the European Commission, and other relevant European institutions.

1.2. Economic growth outlook. Key risks and vulnerabilities of the financial system

Romania’s economic outlook for 2026 remains cautious, in a context marked by the need to continue the

disinflation process, significant fiscal constraints, and an external environment characterized by

geopolitical uncertainties and moderate growth in the main European economies. According to official

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forecasts published by the National Commission for Strategy and Forecasting, the European Commission,

and international financial institutions, GDP growth is expected to remain moderate in 2026, below the

medium-term potential of the economy, suggesting economic activity dynamics dominated by a gradual

adjustment of domestic demand and a relatively high dependence on public investment.

The structure of economic growth remains imbalanced, with public investment acting as the main driver,

supported by the absorption of European funds and the implementation of projects financed through the

Recovery and Resilience Mechanism. The contribution of private consumption is expected to remain

moderate, as the still-elevated cumulative inflation from previous years and restrictive financial conditions

continue to erode purchasing power and limit households’ appetite for borrowing. Export performance is

expected to remain volatile, depending on the dynamics of external demand—particularly from the euro

area, Romania’s main trading partner—as well as on regional geopolitical developments.

Regarding the main systemic risks and vulnerabilities, the National Bank of Romania, through its Financial

Stability Report, highlights the persistence of a high-risk profile associated with domestic macroeconomic

imbalances and the external environment. The main risk directions include:

• Fiscal and confidence risks, generated by the high level of the budget deficit and uncertainties

regarding the trajectory of fiscal consolidation; delayed or abrupt fiscal adjustments could

negatively affect economic growth and investor perception.

• Risks associated with persistent core inflation, which keeps real financing costs at elevated levels

and may negatively impact companies’ investment decisions as well as the debt repayment

capacity of borrowers.

• Vulnerabilities in the real estate sector and in household lending, amid high-interest rate levels,

price adjustments in certain segments of the real estate market, and pressures on households’ real

incomes.

• Regional geopolitical risk, with potential effects on supply chains, energy and commodity prices,

transport costs, and trade flows in the Black Sea region.

From a financial stability perspective, the Romanian banking system entered 2026 with a solid position in

terms of capitalization, liquidity, and profitability, according to indicators reported by the National Bank of

Romania. Capital adequacy ratios remain comfortably above minimum regulatory requirements, the level

of non-performing loans remains low, and the liquidity position of the banking sector remains robust. At

the same time, the National Bank of Romania signals the possibility of a gradual normalization of banking

sector profitability, amid the stabilization of interest rates and the potential increase in provisioning costs

should adverse macroeconomic shocks materialize.

In the medium term, the main challenge for Romania’s economy lies in reconciling fiscal consolidation

objectives with the need to maintain a sustainable pace of investment and financial stability. The coherence

of economic policies, the predictability of the legislative framework, and the implementation of structural

reforms assumed under European commitments represent essential conditions for strengthening investor

confidence and reducing macro-financial vulnerabilities.

Overall, the macroeconomic outlook for the period 2026–2027 points to a scenario of moderate growth,

with risks predominantly tilted to the downside. Economic developments remain dependent on the

trajectory of inflation, the pace of fiscal adjustment, and the stability of the external environment, in line

with the public assessments of the National Bank of Romania, the European Commission, and international

financial institutions.

1.3. Romanian capital market context

In 2025, the Romanian capital market continued the consolidation process that began in previous years,

with developments influenced by the domestic and external macroeconomic environment, the dynamics

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of corporate results, and financing conditions in the real economy. At the same time, the market stood out

as one of the best-performing trading environments in the region, both in terms of stock index returns and

the growth in market capitalization, in a context characterized by the anticipated adjustment of global

monetary policies and the persistence of local fiscal pressures.

According to official data from the Bucharest Stock Exchange (BVB), the total capitalization of the regulated

market reached RON 523.1 billion at the end of 2025, a significant increase compared to RON 350.3 billion

at the end of 2024, reflecting the consolidation of the value of listed companies and an annual increase of

over 49%.

The performance of stock market indices was remarkable in 2025. At the level of the main equity index of

the Bucharest Stock Exchange, BET-TR (Total Return), developments throughout the year reflected both

reactions to the macroeconomic environment and the dynamics of dominant sectors. Despite episodes of

volatility observed in regional markets, particularly amid monetary policy decisions in the euro area,

companies listed on the Romanian regulated market recorded, overall, positive developments supported

by solid financial performances and a favourable investor perception regarding total returns.

In this context, the BET-TR index, which measures the evolution of share prices of the companies included

in the index while incorporating the reinvestment of dividends, recorded a total return of over +50% in

2025, reaching historical record levels at the end of the period. This performance placed the Romanian

capital market among the best-performing emerging markets in Europe, reflecting both favourable

domestic market conditions and investors’ reorientation toward assets with growth potential.

The main listed sectors continued to play a defining role in the market structure. The financial sector

maintained its dominant position, making significant contributions to the performance of relevant indices,

reflecting competitive profitability margins and solid capital positions reported by banking institutions. At

the same time, companies in the energy and utilities sector benefited from robust financial results and a

relatively stable demand environment, as developments in regional energy markets and commodity costs

remained key determinants of profitability.

In terms of trading activity, official data indicate a total trading value exceeding RON 7.23 billion in 2025,

alongside approximately 1.566 million transactions on the regulated market. The average daily value of

equity transactions stood at around RON 68 million, consolidating the liquidity levels observed in 2024.

An essential role in maintaining the stability of the Romanian capital market was played by local

institutional investors, particularly Pillar II pension funds, which maintained significant exposures in the

financial and energy sectors. This relatively stable allocation contributed to supporting trading flows and

mitigating volatility throughout the year.

Externally, the outlook for the Romanian capital market was influenced by the monetary policy decisions

of the European Central Bank, which maintained interest rates at relatively high levels amid efforts to

anchor inflation expectations, as well as by developments in European emerging markets, which generally

recorded modest performances in line with expectations regarding the gradual global monetary easing

cycle. These conditions continued to shape international risk appetite and influence capital flows toward

emerging markets, including Romania.

Overall, 2025 marked a consolidation of the gains accumulated by the Romanian capital market, with

increasing market capitalization, stable liquidity, and robust sectoral developments, despite a

macroeconomic environment that remained challenging in certain respects. Nevertheless, investment

selectivity and prudence among market participants remained dominant characteristics, reflecting both

external conditions and internal assessments of economic prospects. The outlook for 2026 will depend on

domestic macroeconomic developments, the fiscal consolidation calendar, and the financial results of

listed companies—factors that influence risk appetite and the direction of investment flows.

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In 2025, the evolution of shares listed on the regulated market, compared with the same period of the

previous year, highlighted the following significant aspects:

 Compared with the same period of the previous year, the total value of transactions carried out on

the regulated segment of the Bucharest Stock Exchange recorded a higher aggregate level;

 In the last quarter of 2025, the average market capitalization of the regulated market was 44.9%

higher compared to the same period of the previous year (YoY change).

Source: Bucharest Stock Exchange

Since the beginning of 2025, the evolution recorded by the main index of the regulated market (BET TOTAL

RETURN (calculated in local currency, includes dividends) has been positive, registering an increase of

52,38%. We notice the widening gap between the evolution of the local index and the evolution of the

MSCI Frontier Markets, resulting in an outperformance of the local market.

Source: Bloomberg

2. EVOLUTION OF TRANSI SHARES IN 2025

During 2025, the TRANSI shares had an evolution characterized by the following trading benchmarks:

 minimum closing price RON 0.3200/share

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 average price RON 0.4182/share

RON 0.4258/share, if DEAL transactions are not

considered

 maximum closing price RON 0.5380/share

 trading volume 213.65 million shares

102.08 million shares, if DEAL transactions are not

considered

 number of trading sessions 246 sessions

 daily average trading volume 0.868 million shares /session

0.415 million shares /session, if DEAL transactions are

not considered

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

Source: Bloomberg

During 2025, the TRANSI shares had an upward evolution, with the closing price on the last day of the year

being 39.94% higher than the closing price recorded at the beginning of the year.

In 2025, the average daily liquidity of TRANSI shares was 420,119 shares, compared to the average value

recorded in 2024, of 648,821 shares. Throughout 2025, the trading activity exhibited a volatile trend. The

average value of transactions executed on the regulated market (REGS) remained subdued during the first

part of the year, with liquidity recovering to a reasonable level starting in August. The chart below highlights

the average daily traded volume and median from January 2023 to December 2025.

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Source: Transilvania Investments

Starting with March 14, 2024, Transilvania Investments benefits from the Issuer's Market Maker services

offered by BRK Financial Group, to improve the liquidity of the shares issued by the Company.

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

Source: Transilvania Investments

Over the last 12 months (YoY), the net asset value per share increased from RON 0.8622/share in December

2024 to RON 1.1642/share at the end of December 2025. Also, the TRANSI share price increased from RON

0.3760/share in December 2024 to RON 0.5220/share in December 2025.

Accordingly, the trading discount slightly improved, narrowing from 56% at the end of December 2024 to

55% at the end of December 2025, reflecting a gradual improvement in investor sentiment and a

progressive convergence between the market value and the intrinsic net asset value.

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Source: Transilvania Investments

By reference to the Net Asset Value per Share reported for the reference date 31.12.2025, the price of

TRANSI shares registers a significant discount of 55%. At the same time, the price of TRANSI shares

registered a significant discount in relation to the Top 10 holdings in the portfolio (including cash and

equivalents), namely 47%.

3. ANALYSIS OF THE COMPANY’S ACTIVITY

3.1. General framework

Transilvania Investments is an Alternative Investment Fund Manager (A.I.F.M.), authorized by the F.S.A.

(Authorization No. 40/15.02.2018), which operates according to the provisions of Law No. 74/2015 on

alternative investment fund managers. At the same time, the Company is authorized as a closed-end Retail

Investor Alternative Investment Fund (R.I.A.I.F.), diversified, established as an investment company, self-

managed, according to the provisions of Law No. 243/2019 on the regulation of alternative investment

funds (F.S.A. Authorization No. 150/09.07.2021).

Transilvania Investments is a Romanian legal entity organised as a joint stock company. The Company is

listed on the Bucharest Stock Exchange, on the Main segment, within the Premium category, under TRANSI

symbol, the trading of the shares issued by the Company being subject to the rules applicable to regulated

market and closed-end alternative investment funds.

The Company manages an investment portfolio which has a predominant exposure on the Romanian capital

market, mainly on shares of listed companies from Banks, Travel and leisure, Real Estate, Financial services

and Energy sectors. The managed portfolio may include, without limitation thereof, any of the following

main classes of financial instruments/assets: shares, fixed-income instruments, fund units/ETFs, equity

holdings in investment funds/collective investment undertakings, equity interests, alternative investment

instruments (including derivatives).

The structure of the portfolio managed by the Company complies with the investment limitations

undertaken through the risk profile and the status of Retail Investor Alternative Investment Fund, and it

therefore remains focused on shares listed on the Romanian capital market.

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3.2. Strategy and objectives

In accordance with the Transilvania Investments’ 2024-2028 Strategy, approved through the Resolution of

the Ordinary General Meeting of Shareholders of 22.04.2024, the investment strategy of the Company

consists in the maximization of the aggregate returns obtained by its current and potential shareholders,

through the investments carried out by the Company, and the increase in the net asset value per share.

The investment policy of the Company seeks the insurance of the portfolio quality through carrying-on the

accelerated restructuring thereof, structural balancing of the portfolio, insurance of an optimal level of the

portfolio aggregate liquidity and promotion of efficient and attractive shareholder remuneration

instruments, and the proper management of the financial resources needed to implement such

instruments.

Moreover, the 2024-2928 Strategy established the new business lines, namely travel and leisure, real

estate, active trading and private equity, the main lines of action being the following:

• Travel and leisure → changing/consolidating the management and business models for the sub-

portfolio of companies operating in the tourism sector. In order to increase the performance of

companies from this sector, agreements for specialized operating services and/or operation under

international brands can also be considered.

• Real estate → efficient and centralized operating of the real-estate portfolios, including the assets

held by companies operating in the industry sector where the risk-adjusted profitability of the

industrial activity is lower than the estimated efficiency of operation as a real-estate vehicle.

• Active trading → includes the strategy afferent to issuers actively traded on financial markets, with

high liquidity, regardless of the trading environment (local or international) with the view of

maintaining an adequate liquidity level profile of the managed portfolio and targets both short and

longer investment horizons.

• Private equity → developing and efficiently capitalizing on the potential offered by the niche of

private equity investments, both in new sectors and by a private equity approach for the assets in

the existing portfolio. The private equity investments and participation in entrepreneurial projects

create the premises for the increase in the profitability of the assets managed and have the

purpose of mitigating the negative performances recorded on the capital market.

In addition, the 2024-2028 Strategy set the main objectives for the period 30.04.2024-30.04.2028, such as

an annual increase in the net asset value per share by at least 6% (increase calculated before any

distribution of dividends and/or other shareholder remuneration forms) and annual reduction of the

trading discount by at least 7%, shareholder remuneration through a mix of instruments (dividends and

reduction of the trading discount), restructuring the historical portfolio, increasing the share of dividends

generated by subsidiaries, maintaining the portfolio medium risk profile and the investment entity status

etc.

The evolution in 2025 of the two multiannual performance indicators (K.P.I.) was the following:

a) Annual increase in the net asset value per share (NAVPS) → 36.77% increase (compared to the 6%

growth target for 2025). To ensure the financial performance comparability, the calculation of the

NAVPS growth considers the NAVPS adjusted by the gross dividend per share distributed during

the analysis period.

b) Annual reduction of the trading discount → 2.18% reduction (compared to the 7% reduction target

for 2025).

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Regarding the degree of achievement of the Revenue and Expenditure Budget for 2025, a quantitative

criterion provided for in the Company's Remuneration Policy, we mention that the net profit recorded as

at 31.12.2025, amounting to RON 192.12 million, is RON 108.72 million higher than the profit provided for

in the Revenue and Expenditure Budget for 2025.

At the end of 2025, the net asset value per share (NAVPS) increased by 36.77%, exceeding the annual

growth target of 6%. This development highlights a solid financial performance, supported by the positive

results achieved during 2025, as a result of the favorable evolution of some relevant holdings in the

portfolio, the collection of dividends, and active investment management.

The increase of the net asset value per share was also reflected in the evolution of the market price of

TRANSI shares, which increased by approximately 39% compared to the end of the previous year, yet

resulting in a reduction of the trading discount by only 1 percentage point, from 56% to 55%.

The Extraordinary General Meeting of Shareholders of October 10, 2025 approved the Exit Strategy of the

Company, which is part of the 2024–2028 Strategy. This strategy aims to restructure the historical portfolio

of holdings, by capitalizing on investments that have exhausted their growth potential or generate a risk-

adjusted return below the level expected for active management.

The Exit Strategy aims to realign the portfolio with medium and long-term investment objectives, focused

on increasing the net asset value and reducing the trading discount. At the same time, it supports the

shareholder remuneration policy, balancing the distribution of dividends with the increase in the value of

invested capital.

By implementing this strategy, Transilvania Investments optimizes its portfolio structure and focuses its

exposure on its main business lines – tourism, real estate, active trading and private equity. The strategy

creates the premises for a more efficient administration, the release of capital resources, the increase of

liquidity and the consolidation of the financing capacity of the core portfolio, contributing to the

achievement of the performance objectives assumed for 2028.

The Exit Strategy can be consulted on the Company's website, in the Investments and Investor

Presentations sections.

Transilvania Investments remains firmly committed to creating sustainable value for shareholders and will

continue to promote a transparent and results-oriented approach, with the objective of reducing the

trading discount by effectively capitalizing on the portfolio, actively communicating with the market and

strengthening investor confidence.

3.3. Investment entity

Transilvania Investments applies the IFRS standards as the accounting base, in compliance with the

requirements of the F.S.A. Rule No. 39/2015 for the approval of the accounting regulations compliant with

International Financial Reporting Standards, applicable to the entities authorized, regulated and supervised

by the Financial Supervisory Authority from the financial instruments and investments sector.

IFRS 10.4 sets out certain exceptions with respect to the preparation of consolidated financial statements,

among which the exception applicable to parent companies which are classified as “investment entities”.

As a result of the analyses carried out, Transilvania Investments’ management found that the Company

met the requirements of the definition of an “investment entity” in compliance with IFRS 10, respectively

the Company:

i. obtains funds from one or more investors for the purpose of providing those investors with

investment management services;

ii. commits to its investors that its business purpose is to invest funds solely for returns from capital

appreciation, investment income, or both, and

iii. measures and evaluates the performance of substantially all its investments on a fair value basis.

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Under these circumstances, Transilvania Investments prepares a single set of financial statements,

respectively separate financial statements in accordance with IFRS.

The Company’s financial investments are measured at fair value. In the light of IFRS 9, Transilvania

Investments classified its investments in subsidiaries and associated entities, the bonds and the fund units

as financial instruments measured at fair value through profit or loss. The Company’s investments in other

equity instruments (other than subsidiaries and associated entities) are classified as financial assets at fair

value through other comprehensive income and/or as financial assets at fair value through profit or loss.

Transilvania Investments directly provides investment management services for its investors, having as its

main and exclusive business scope activities specific to closed-end investment companies. Transilvania

Investments does not provide investment related consultancy and administrative services, directly or

indirectly through a subsidiary, to third parties and/or its investors.

The Company applies an exit strategy based on the permanent monitoring of its investments, analysis of

the current market developments, achievement of higher yields and fulfilment of the objectives set under

the annual revenue and expenditure budgets.

Transilvania Investments presents its strategy to its current and potential investors through specific

documents approved by the General Meeting of Shareholders, namely the Company’s Strategy and

Investment Policy Statement.

The Company is authorized by the Financial Supervisory Authority as a Retail Investor Alternative

Investment Fund (R.I.A.I.F.). The Company’s operation in the capacity of R.I.A.I.F., of closed-end type,

diversified, set-up as an investment company, self-managed, is based on a series of rules regarding the risk

profile, investment exposure limits, measurement of the portfolio financial assets and their presentation

in the Company’s net asset value, transparency and reporting requirements.

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

i. publishes monthly the statement of assets and liabilities, namely reports regarding the net asset

value and net asset value per share, calculated by the company and certified by the depository

company (Annex No. 10 to the F.S.A. Regulation No. 7/2020), together with the statement of assets

for which valuation methods compliant with the international standards and fair value principle

are considered (Annex prepared according to Article 38, paragraph (4) of Law No. 243/2019);

ii. calculates monthly and publishes on a quarterly, half-yearly and yearly basis the detailed

statement of investments (Annex No. 11 to the F.S.A. Regulation No. 7/2020), at the deadlines

provided by the applicable legislation for the publishing of the quarterly, half-yearly and yearly

reports).

3.4. Financial assets at fair value

According to IFRS 13, the fair value levels, depending on the input data used in the measurement process,

are defined as follows:

▪ Level 1 input data are quoted prices (unadjusted) in active markets for identical assets and

liabilities that the entity can access on the measurement date;

▪ Level 2 input data are input data, other than quoted prices included within Level 1, that are

observable for the asset or liability, either directly or indirectly;

▪ Level 3 input data are unobservable input data for the asset or liability.

Establishing the materiality threshold of the input data used in the process of fair value measurement, in

its entirety, requires the use of professional judgment, considering the specific factors, because of the

complexity implied by the measurement of these investments and the presentation of the fair value

changes in the financial statements. The fair value measurement of the financial instruments held by

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 14/150

Transilvania Investments is carried out in compliance with the fund’s policy and rules regarding the asset

valuation, the internal procedure and the related methodology.

For companies listed on the main segment of the Bucharest Stock Exchange, it is considered that, as a

rule, the trading activity of the shares issued by the respective companies is considered relevant for

the application of the mark-to-market method. In accordance with the general concept and the fund

rules, established in the context of the Company’s authorizing as a R.I.A.I.F., the holdings in issuers

listed on an alternative/multilateral system in Romania are assimilated to securities with a liquidity

considered irrelevant for using the mark-to-market method, therefore the shares issued by the

respective companies are valued based on a valuation report, in accordance with the valuation

standards in force. In specific situations, which do not fall within the mentioned general coordinates,

a prudential judgment of the quantitative and/or qualitative aspects regarding the market and trading

of the respective securities is considered.

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 2025 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 2025, for issuers

whose shares are admitted to the multilateral trading system of the Bucharest Stock Exchange and

traded within a 30 business days period prior to 31 December 2025, the option of estimating the

value based on a valuation report has been maintained;

• the analysis of the information on issuers’ characteristics and the trading activity of the shares of

the respective issuers highlighted aspects and elements that could not be considered relevant for

using the mark-to-market method;

• the summary data of some trading indicators or parameters for a 12-month period corresponding

to 2025 highlights: the dominant, control or significant position held by Transilvania Investments

as shareholder in most companies, 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 trading

discontinuities resulting from time intervals without transactions, low volumes traded compared

to the total number of shares of the issuers and/or stakes held by Transilvania Investments, low

average number of trades during a trading session, lack of presence of the issuers in the

composition of some stock indices etc.

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Annual Report 2025

Pag. 15/150

• with regard to the companies in the Transilvania Investments portfolio listed on the main segment

of the Bucharest Stock Exchange, for the stake held in Turism Felix S.A., it was taken into account

that the issuer's shares were suspended from trading as of October 2, 2025, in the context of the

withdrawal of minority shareholders; in the absence of value benchmarks i.e. quotations on the

main market of the Bucharest Stock Exchange, the valuation of this stake is based on a valuation

report prepared by a third party, in accordance with the reference standards and the fair value

principle.

By reference to the internal regulations of the Company and the portfolio of assets whose values are

classified on level 3 of the fair value hierarchy, in 2025, the valuation activity was performed internally and

in collaboration with third parties, based on services contract for drafting valuation reports, in the context

of the legislative framework and the Valuation Standards in force. Transilvania Investments contracted the

services of a nationally recognized entity - PricewaterhouseCoopers Management Consultants, member of

ANEVAR and qualified provider of specialised valuation services which meet specific legislative

requirements (independence, skills, experience, qualified staff, etc.) for the drafting of valuation reports

for the purpose of estimating the fair value of certain stakes in the managed portfolio.

At 31.12.2025, Transilvania Investments holds in portfolio financial assets measured at fair value, classified

on the three fair value levels, as follows:

- RON -

Level 1

Level 2

Level 3

Total

Financial assets measured at fair

value through other comprehensive

income

1,267,036,428

131,321,876

1,398,358,304

Shares, equity interests, rights

1,267,036,428

23,038,439

1,290,074,867

Equity holdings

108,283,437

Financial assets measured at fair

value through profit or loss

117,389,844

127.859.297

696.259.033

941.508.174

116,270,124

696,259,033

812,529,157

Bonds, government securities

95,283,919

Fund units

1,119,720

32,575,378

33,695,098

Total financial assets measured at

fair value

1,384,426,272

127,859,297

827,580,909

2,339,866,478

In terms of the structure of the Company’s financial assets, at 31.12.2025 the shares account for 89.9% of

the portfolio value. At the same date, the financial assets, classified under Level 1 in the fair value hierarchy,

account for 59.2% of the total value of Transilvania Investments portfolio.

Aro-Palace S.A. BVB - XRS1 ARO 85.7% 4.0% 97 3 0.15% - no

Casa Alba Independenta S.A. BVB - XRS1 CAIN 53.3% 24.8% 58 4 0.14% 2 months no

Cocor S.A. BVB - XRS1 COCR 10.2% 36.9% 21 1 0.11% 3 months no

Dorna Turism S.A. BVB - XRS1 DOIS 32.0% 18.0% 15 1 0.08% 3 months no

Duplex S.A. BVB - XRS1 DUPX 26.9% 21.7% 12 2 0.39% 8 months no

Emailul S.A. BVB - XRS1 EMAI 28.9% 11.0% 50 2 0.47% - no

Feper S.A. BVB - XRS1 FEP 85.8% 4.8% 167 4 0.86% - no

Independenta S.A. BVB - XRS1 INTA 53.3% 24.7% 65 4 0.37% 3 months no

Mecanica Codlea S.A. BVB - XRS1 MEOY 81.1% 7.9% 145 7 1.59% - no

Neptun-Olimp S.A. BVB - XRS1 NEOL 41.2% 6.6% 57 1 0.38% - no

Romradiatoare S.A. BVB - XRS1 RRD 76.5% 7.0% 28 1 0.02% 2 months no

Tratament Balnear Buzias S.A. BVB - XRS1 BALN 91.9% 8.1% 53 1 0.21% - no

Turism Covasna S.A. BVB - XRS1 TUAA 92.9% 5.1% 52 1 0.06% - no

Tusnad S.A. BVB - XRS1 TSND 82.9% 17.1% 63 1 0.32% - no

BetAeRO

Index

Average

no. of

trades

Trades

volum e

Non-

trading

periods

Com pany

Market

Symbol

TIA

holding %

Free-float

Trading

sessions

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Annual Report 2025

Pag. 16/150

3.5. Main aspects of the portfolio evolution in 2025

❖ the total assets value increased by 26.52% (yoy);

❖ the net asset value had a similar evolution, recording a 24.15% increase.

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

Structuriiportofoliului Transilvania Investments

Evolution of 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

❖ in terms of structure, the weight of cash increased from 1% to 3%, the weight of the traded operational

portfolio decreased from 87% to 75%, while the weight of untraded/unlisted portfolio increased from

12% to 22%, reflecting a strategic repositioning of the investment structure.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 17/150

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

No. 9/2014

❖ analysis of the financial instrument portfolio variation (fair value + generated cash + attached

receivables deducted from fair value) - breakdown by financial instruments

o the sub-portfolio of shares generated at the asset value level a positive net impact totalling RON

614.29 million;

o the sub-portfolio of equity holdings generated at the asset value level a positive net impact

totalling RON 20.25 million;

o the sub-portfolio of fund units generated at the asset value level a positive net impact totalling

RON 10.12 million;

o the sub-portfolio of government bonds generated at the asset value level a positive net impact

totalling RON 7.42 million.

The impact is calculated as the difference between the fair values of the financial instruments in the

portfolio recorded at the reference date compared to the initial date, to which are added the results

generated by the transactions carried out with these instruments, as well as the related cash flows,

including dividends collected and cash flows related to the sale and acquisition operations. At the same

time, related receivables, such as dividends receivable, which are deducted from the fair value of the

financial instruments, are also considered.

olution of Transilvania Investments’ portfolio structure

Variation of financial instrument portfolio by instruments

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 18/150

Source: Transilvania Investments

Note: The initial value (Dec.-24) of the financial instrument portfolio is calculated according to IFRS fair values. The final

value (Dec.-25) of the financial instrument portfolio is calculated by adding to the IFRS fair values the contribution of each

financial instrument [cash generated /immobilized through sale/acquisition transactions, cashed dividends, collected cash

distributions, other cashed amounts (shares pending sale), attached receivables].

❖ analysis of the financial instrument portfolio variation (fair value + generated cash + attached

receivables deducted from fair value) - by sectors

o the main sectors which recorded positive adjustments are the following: Banks (+RON 280.61

million), Financial services (+RON 163.19 million), Travel and leisure (+RON 84.85 million), Energy

(+RON 74.08 million);

Variation of financial instrument portfolio by sectors

Source: Transilvania Investments

Note: 1. The initial value (Dec.-24 of the financial instrument portfolio is calculated according to IFRS fair values. The

final value (Dec.-25) of the financial instrument portfolio is calculated by adding to the IFRS fair values the contribution

of each financial instrument [cash generated /immobilized through sale/acquisition transactions, cashed dividends,

collected cash distributions, other cashed amounts (shares pending sale), attached receivables]. 2. Data for December

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Pag. 19/150

2024 have been revised to reflect the sectoral reclassification of certain portfolio holdings, in order to ensure

comparability between the analyses for December 2024 and December 2025.

❖ analysis of the share sub-portfolio variation (fair value + generated cash + attached receivables

deducted from fair value) - by sectors

Variation of share portfolio by sectors

Source: Transilvania Investments

Note: 1. The initial value (Dec.-24 of the financial instrument portfolio is calculated according to IFRS fair values. The

final value (Dec.-25) of the financial instrument portfolio is calculated by adding to the IFRS fair values the contribution

of each financial instrument [cash generated /immobilized through sale/acquisition transactions, cashed dividends,

collected cash distributions, other cashed amounts (shares pending sale), attached receivables]. 2. Data for December

2024 have been revised to reflect the sectoral reclassification of certain portfolio holdings, in order to ensure

comparability between the analyses for December 2024 and December 2025.

❖ analysis of the share sub-portfolio variation (fair value + generated cash + attached receivables

deducted from fair value) - top 5 positive/negative performances

Top 5 positive/negative performances

Source: Transilvania Investments

Note: The initial value (Dec.-24 of the financial instrument portfolio is calculated according to IFRS fair values. The

final value (Dec.-25) of the financial instrument portfolio is calculated by adding to the IFRS fair values the contribution

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 20/150

of each financial instrument [cash generated /immobilized through sale/acquisition transactions, cashed dividends,

collected cash distributions, other cashed amounts (shares pending sale), attached receivables].

❖ at the operational portfolio level, the investment structure is characterized by concentration on the

Banks, Financial services, Energy and Travel and leisure sectors;

Operational portfolio- structure and evolution

Operational portfolio -structure and evolution (other sectors)

Source: Transilvania Investments / Obs.: IFRS fair values reported for Dec.-24- Dec.-25 (expressed in RON million)

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 21/150

3.6. Portfolio management in 2025

In 2025, Transilvania Investments continued to implement the measures necessary to achieve the

objectives outlined in the 2024–2028 Strategy, approved by the General Meeting of Shareholders on April

22, 2024, which includes the Exit Strategy subsequently approved by the Extraordinary General Meeting of

Shareholders on October 7, 2025. The measures had as their objective the active management,

optimization, and restructuring of the portfolio, with a view to increasing shareholder value and

consolidating exposure to sectors with growth potential. The actions taken involved the management,

optimization, and restructuring of the portfolio through:

 monitoring and analysing the portfolio companies’ activity, based on the financial results reported

for the financial year 2024 and the 2025 quarterly reports;

 substantiation of the voting options in the general meetings of shareholders convened for the

closure of the 2024 financial year regarding the distribution of the net profit and other items on

the agenda, based on the documents provided by the portfolio companies and by reference to

Transilvania Investments’ interests;

 approval in the general meetings of shareholders of the performance criteria and objectives for

2025–2026 for the Company’s subsidiaries, correlated to the Revenue and Expenditure Budgets

and the Investment Programmes thereof;

 approval of the 2026 Revenue and Expenditure Budgets and Investment Programmes for the

relevant subsidiaries;

 monitoring the implementation of the „Policies for ensuring an efficient management of the

company” in the companies in which Transilvania Investments is the majority shareholder;

 appointment in management and supervisory positions of individuals with professional expertise

and qualification, based on internal selection procedures;

 identification and steering of synergies existing at the level of the companies which operate in the

same sector with a view to improving the operational efficiency;

 carrying on the restructuring and increase in efficiency of the portfolio managed by Transilvania

Investments, based on a programme approved by the Executive Board.

At 31.12.2025, the Transilvania Investments portfolio was composed of:

• shares held in 55 joint stock companies and equity interests held in one limited liability company,

of which:

o 14 companies listed on the internal regulated market (BSE)

o 18 companies listed on a multilateral trading system (AeRO)

o 24 unlisted companies;

• fund units held in 7 investment funds (5 open-end investment funds and 2 closed-end investment

funds)

• equity holdings: 1 holding of this type;

• government securities denominated in RON, issued by the Ministry of Finance within 4 issuances;

• preference rights: at one issuer (B.S.E.)

On December 31, 2025, Transilvania Investments' portfolio included holdings in 64 issuers.

3.6.1 Portfolio evolution depending on the number of portfolio issuers

At 31 December 2025, Transilvania Investments held in portfolio shares issued by 55 joint-stock companies,

equity interests issued by a limited liability company, fund units issued by 7 investment funds and equity

holdings in one entity. From this perspective, during the financial year 2025, the portfolio has evolved as

follows:

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Annual Report 2025

Pag. 22/150

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

Entries– total -, of which:

+ 1

Acquisitions on the capital market

Exits – total -, of which:

- 9

Sales on the capital market

-8

Deregistration

-1

No. of companies in portfolio (shares and equity interests) at 31.12.2025

No. of investment funds in portfolio at 31.12.2024

Entries, exits

No. of investment funds in portfolio at 31.12.2025

No. of equity holdings in portfolio at 31.12.2024

Entries, exits

No. of equity holdings in portfolio at 31.12.2025

No. of preference rights in portfolio at 31.12.2024

Entries

No. of preference rights in portfolio at 31.12.2025

Total number of issuers in portfolio at 31.12.2025

In accordance with the objective of portfolio diversification and orientation towards sectors with growth

potential, the measures taken during the financial year 2025 to restructure the portfolio and increase the

efficiency thereof were the following:

• acquisition and sale of shares, government securities and fund units, as presented under the

Investment activity in 2025 chapter below;

• purchase and early redemption of the bonds issued by PK Development Holding S.A.;

• completion of the transfer to Transilvania Investments Restructuring S.A. of the ownership rights

over the share package held in Mecanica Mârșa—an unlisted company undergoing bankruptcy

proceedings;

• deregistration of Felam S.A. Sibiu as a result of the closure of the insolvency proceedings;

• increase in the share capital of CCP.RO Bucharest Romania by means of a cash contribution made

by the shareholder Transilvania Investments Alliance S.A., in order to strengthen the company's

financial and operational capacity.

In the same context, the development efforts made by the Transilvania Investments’ subsidiaries resulted

in the drafting and implementation of some strategic projects, structured by sectors, as follows:

➢ In the travel and leisure sector, in order to implement the initiatives from the travel and leisure

portfolio, a strategy was drafted for this sector and a series of projects were initiated or accelerated,

such as:

• Aro-Palace S.A. signed the contract for the execution of the general design works for the ARO

Palace Hotel in Brașov, which will be renovated under the Hyatt Regency franchise;

• Capitol Hotel, owned by Aro-Palace S.A., becomes Mercure Center Brasov, the investment

amounting to EUR 16.7 million;

• Turism Felix S.A. signed the franchise agreement with Accor Group for the affiliation of the

International Hotel to the ibis Styles brand, while announcing the extension of the affiliation for

the Termal and Nufărul hotels;

• T.H.R. Marea Neagră S.A. sold the following assets: Balada Complex in Saturn (EUR 6.4 million)

and Capitol Complex in Eforie Sud (EUR 1.5 million);

• FEPER S.A. - the transaction regarding the sale of the Orizont Hotel in Predeal was not completed

due to the buyer’s failure to pay the entire amount. Thus, the E.G.M.S. of 18.09.2025 reapproved

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 23/150

the sale of the Orizont Hotel and Miorița Restaurant. The procedure for organizing a public auction

for the sale of the Orizont Hotel Complex was unsuccessful, and the auction scheduled for

December 11, 2025, did not take place.

➢ In the real estate sector, measures were implemented to optimize asset management, and several

relevant projects were initiated:

• Independența S.A. Sibiu – The Extraordinary General Meeting of Shareholders approved the

signing of a surface rights contract for land covering an area of 49,254 square meters, for a 40-

year period, with a grace period of up to 2 years;

• FEPER S.A. – The Extraordinary General Meeting of Shareholders approved the change in the

company's main object of activity in Rental and subletting of own or leased real estate and the sale

of the production line.

➢ In the industry sector: On 20.02.2025, Sembraz S.A. signed the contract for the sale of its assets (EUR

4.5 million) and the project development contract for the release and preparation of the land (EUR 0.7

million).

Investment plans approved for 2026

In its capacity as majority shareholder, Transilvania Investments Alliance approved the investment plans

for its subsidiaries, which aim to improve infrastructure, expand operational capacities and increase the

efficiency of internal processes, in line with the strategic objectives set for each company and their impact

on the sustainable development of the business.

The main Investment plans approved for 2026 are as follows:

• Aro-Palace S.A.

o Mercure Brașov City Center – complete renovation of the Capitol Hotel in Brașov, based on the

franchise agreement between Accor Group and Aro-Palace S.A., a project worth EUR 16.7 million,

approved by the General Shareholders' Meeting on August 29, 2025, of which EUR 9 million

estimated for 2025, and the difference will be allocated and carried out in 2026, according to the

approved execution schedules;

o Hyatt Regency Aro Palace – complete renovation of the Aro Palace Hotel in Brașov, based on the

franchise agreement concluded between Hyatt International LLC. and Aro-Palace S.A., a project

worth a total of EUR 35.7 million, approved by the General Shareholders' Meeting on December

9, 2024, of which EUR 1.8 million for 2025, and the difference will be distributed over the following

years;

• Turism Lotus Felix S.A. - the Renovation and modernization project of the Lotus Therm Hotel, with a

total value of EUR 13.54 million, with the objective of maintaining the high-quality standards, specific

to the 5-star classification;

• Turism Felix S.A. – RON 8.49 million for repairs and maintenance of assets; an investment plan worth

EUR 10.3 million was approved for the International Hotel (to be converted into a Mercure-Accor

Hotel);

• Turism Covasna S.A. - the modernization of IT infrastructure, increasing fire safety level, improving

technical systems and operating conditions, as well as modernizing hotel and spa facilities, with

investments for 2026 amounting to RON 3.03 million;

• Tușnad S.A. - carrying on of the modernization of the O3zone Hotel and the Tusnad Hotel, renovation

of the treatment facility, investments for 2026 amounting to RON 2.06 million;

• Feper S.A. - the estimated investments for 2026, amounting to RON 11.9 million, are intended for the

development of energy and IT infrastructure, the modernization and expansion of existing premises,

as well as the continuation of previously started modernization works. At the same time, ISU

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Annual Report 2025

Pag. 24/150

compliance and authorization works are planned for the FEPER Bucharest and Hotel Central Ploiești

buildings;

• Casa Alba-Independența S.A. - carrying on of the investment works for the Tampela hall, investments

for 2026 amounting to EUR 1 million;

• Independența S.A. - premises rehabilitation, investments for 2026 amounting EUR 3.43 million;

• Romradiatoare S.A. – investments for 2026 worth RON 1.4 million for the acquisition of machinery

and equipment for the manufacturing process and premises refurbishment.

On 31.12.2025, 5 companies from the old portfolio were in insolvency, bankruptcy or judicial

reorganisation. The total nominal value of the shares held by Transilvania Investments in these companies

was of RON 5.011 million. The companies are in bankruptcy based on Law No. 85/2006 and Law No.

85/2014.

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 and

judicial reorganization proceedings, is presented in Annex No. 3 to this Report.

The above-mentioned operations carried out for the restructuring, streamlining and optimizing of

Transilvania Investments’ portfolio structure fell within the limits provided by the Strategy for 2024-2028,

and the decrease in number of portfolio companies continues to be an important goal.

3.6.2 Portfolio structure by types of financial instruments

The structure of Transilvania Investments portfolio as at 31 December 2025, by types of financial

instruments held, is as follows:

Portfolio structure

Number of

issuers

Fair value

according to IFRS

RON thousand

Total financial instruments at 31.12.2024

1,877,114

100.00

Total financial instruments at 31.12.2025, of which:

2,339,866

100.00

Shares listed on BSE

1,573,933

67.27

Shares listed on AeRO (SMT/SOT)

345,112

14.75

Unlisted shares and equity interests

183,559

7.84

Fund units

33,695

1.44

Equity holdings

108,283

4.63

Government securities

95,284

4.07

3.6.3 Portfolio structure by sectors

The structure of the portfolio of financial instruments by sectors, as at 31 December 2025, as compared to

the structure as at 31 December 2024, is provided in the table below:

Portfolio structure

by sectors

31.12.2024

31.12.2025

Number

issuers

Fair value

(thousand

RON)

Number

issuers

Fair value

(thousand

RON)

Automobiles and parts

2,864

0.15

20,083

0.86

Banks

678,689

36.16

874,434

37.37

Industrial goods and services

52,848

2.82

8,298

0.35

Constructions and materials

578

0.03

460

0.02

Energy

174,971

9.32

156,993

6.71

Real estate

169,570

9.03

195,720

8.36

Healthcare

1,146

0.06

Food, beverages and tobacco

6,662

0.35

Consumer products and services

2,270

0.12

2,236

0.10

Transilvania Investments Alliance S.A.

Annual Report 2025

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Financial services

197,580

10.53

458,314

19.59

Technology

5,446

0.29

4,813

0.21

Telecommunications

9,567

0.51

9,336

0.40

Travel and leisure

433,941

23.12

496,956

21.24

Utilities

23,091

1.23

16,939

0.72

Government securities

117,882

6.28

95,284

4.07

TOTAL

1,877,114

100.00

2,339,866

100.00

Source: Transilvania Investments

including fund units, equity holdings

The fair value of the financial instrument portfolio held by Transilvania Investments at 31 December 2025

was RON 2,339,866 thousand, higher by RON 462,752 thousand compared to the value on 31 December

2024 (RON 1,877,114 thousand). The decrease in the total number of issuers (from 71 to 65) reflects the

ongoing process of portfolio optimization and concentration, in line with the 2024–2028 Strategy.

Throughout 2025, the following changes occurred in the portfolio structure, by sectors:

➢ “Banks” sector: the sector share increased to 37.37% (36.16% in 2024), and the fair value of the

holdings in this sector increased by RON 195,745 thousand, mainly due to the increase in the stock

prices.

➢ „Financial services” sector: this sector recorded the most significant increase in value (+RON 260,734

thousand), its share rising to 19.59% (10.53% in 2024). This evolution reflects both the revaluation of

existing holdings and sectoral reclassifications.

➢ “Travel and leisure” sector: the fair value of holdings in this sector increased by RON 63,015 thousand,

due to the favourable evolution of assets and investment prospects in this field.

➢ “Real estate” sector: the fair value of holdings in this sector recorded an increase of RON 26,150

thousand.

Following the change in the main object of activity of the portfolio companies Nova Tourism Consortium

S.A., Transilvania Investments Alliance Equity S.A. and Transilvania Investments Restructuring S.A., from

Business and other management consultancy activities– NACE code 7022, to Activities of holding companies

– NACE code 6421, based on the EGMS resolutions of these companies of 15.05.2025 and 30.05.2025

respectively, the stakes held by Transilvania Investments were reclassified from a sectoral point of view on

31.05.2025 and 18.06.2025 respectively, from Industry – Industrial goods and services – Consultancy, in

Financials – Financial Services – Investment Banking and Brokerage Services (Diversified Investment Holding

companies), in accordance with the FTSE Russell-Industry Classification Benchmark (ICB) methodology.

Based on the F.S.A. Decision of 10.07.2025, starting with 16.07.2025, the shares issued by Sembraz S.A.

were withdrawn from trading on the multilateral trading system of the Bucharest Stock Exchange.

Consequently, the 90.97% stake held by Transilvania Investments was reclassified from the category of

financial instruments admitted to trading, in the category of unlisted shares, with a corresponding impact

on the portfolio structure.

In July 2025, the F.S.A. approved the announcement on the start of the procedure for the withdrawal of

minority shareholders in the case of the issuer Transilvania Leasing și Credit IFN S.A. According to the

Central Depository's address dated 25.09.2025, the company's shareholding structure was changed, with

Transilvania Investments ending up owning at that date 100% of the share capital. Thereafter, based on

the F.S.A. Decision No. 1031/October 23, 2025, the shares issued by Transilvania Leasing și Credit IFN S.A.

were withdrawn from trading as of October 29, 2025.

On 25.09.2025, the F.S.A. Decision was received regarding the approval of the announcement on the start

of the procedure for the withdrawal of minority shareholders in the case of the issuer Turism Felix S.A. At

the same time, on March 11, 2026, the Financial Supervisory Authority approved the withdrawal from

trading of the shares issued by the company Turism Felix S.A. and the removal from the F.S.A. records,

considering the completion of the procedure for the withdrawal of shareholders in accordance with art. 44

of Law no. 24/2017 republished, as further amended and supplemented.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 26/150

In August 2025, Transilvania Investments subscribed to 7.5 million bonds issued by PK Development

Holding S.A., with a total value of EUR 7.5 million. This was a premiere for the fund's investment activity,

being the first bond issue financed entirely in partnership with other investment funds.

On December 30, 2025, following early repayment, Transilvania Investments received the full nominal

value of the bonds (EUR 7.5 million), as well as the coupon interest for a period of six months, amounting

to EUR 575,000, in accordance with the provisions of the issue documentation. The investment generated

an attractive effective return, confirming the efficiency and robustness of Transilvania Investments'

investment strategy.

Portfolio structure by sectors at 31.12.2025

Source: Transilvania Investments Obs.: According to IFRS fair values

Portfolio structure by types of financial instruments at 31.12.2025

Source: Transilvania Investments Obs.: According to IFRS fair values

including FIA listed shares

Note: The percentages in the charts above represent the weight of the respective category in the value

of the financial instrument portfolio.

Banks

37.37%

Travel and leisure

21.24%

Financial services

19.59%

Real estate

8.36%

Energy

6.71%

Government securities

4.07%

Automobiles and parts

0.86%

Utilities

0.72%

Telecommunications

0.40%

Industrial goods

and services

0.35%

Others

0.32%

Listed shares*

82.02%

Unlisted shares

and equity

interests

7.84%

Fund units

1.44%

Equity

holdings

4.63%

Government

securities

4.07%

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Annual Report 2025

Pag. 27/150

3.6.4 Portfolio structure by the size of the stakes held in the share capital of the issuers/number of

outstanding fund units at 31.12.2025, compared to the structure recorded at 31.12.2024, is as follows:

% held in the share

capital/number of fund units

issued

No. of issuers in the

portfolio

Transilvania Investments portfolio

Fair value (thousand RON)

2024

2025

2024

2025

2024

2025

Up to 10.00%

1,076,299

1,441,463

61.18

64.22

10.01% - 33.00%

13,421

32,170

0.76

1.43

33.01% - 50.00%

36,332

31,006

2.07

1.38

Over 50.00%

633,180

739,943

35.99

32.97

TOTAL

1,759,232

2,244,582

100.00

Portfolio structure by the share of the stakes held, at fair value, in the share capital of issuers/number

of outstanding fund units, as at 31.12.2025

The fair value of Transilvania Investments portfolio is concentrated within the companies in which it holds

minority stakes (particularly in the shares admitted to trading on a regulated market) and within the

companies where it holds the majority stakes.

As it results from the situation above, as at 31.12.2025, Transilvania Investments is a significant

shareholder (between 10% and 33%) in 10 companies, holds stakes between 33% and 50% in 8 companies

and the majority stake (over 50%) in 20 companies. The list of companies in which Transilvania Investments

holds the majority stake, as at 31.12.2025, is presented in Annex No. 1 to this report.

up to 10%;

64%

between 10% and 33%;

between 33% and 50%;

over 50%;

33%

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 28/150

Source: Transilvania Investments

Note: According to IFRS fair values reported for December 2025 (expressed in RON)

The 8.47% stake held in CEECAT Fund II is calculated by reference to the committed capital.

At 31.12.2025, the financial instruments portfolio value was RON 2,339,866,478, and the total assets under

management amounted to RON 2,438,073,930.

3.6.5 Analysis of the share portfolio in terms of dividends

By analysing the Transilvania Investments portfolio holdings by sectors, in terms of dividends due and

collected during the financial year 2025 from the profits achieved in the financial year 2024, the situation

is as follows:

- RON thousand –

Portfolio structure by sectors

Fair value

31.12.2025

Dividend amount

(profit 2024)

Weight of the sector

dividends in total

dividends (%)

Automobiles and parts

20,083

0.01

Banks

874,434

50,119

64.45

Industrial goods and services

8,298

Constructions and materials

460

Energy

156,993

10,468

13.46

Real estate

195,720

6,861

8.82

Consummer products and services

2,236

Financial services

458,314

8,880

11.42

Technology

4,813

0.10

Telecommunications

9,336

164

0.21

Travel and leisure

496,957

Utilities

16,939

1,181

1.52

TOTAL

2,244,583

77,761

100.00

* including fund units, equity holdings

The main sectors with a significant weight in the income from dividends collected in 2025 from the portfolio

companies are: Banks (64.45%), Energy (13.46%) and Financial services (11.42%).

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 29/150

3.6.6 Dividends due/collected during the period 2015-2025

The situation of dividends due and collected by Transilvania Investments during 2015-2025 is as follows:

Financial year when the

dividends were distributed

Dividends (RON thousand)

Due

Collected

2015

15,755

2016

25,612

25,602

2017

42,431

2018

64,777

2019

1,053

71,053

2020

39,998

2021

32,916

2022

107,806

2023

98,477

2024

71,519

2025

77,761

Total

648,105

648,095

including 2019 quarterly dividends

The balance of due dividends, not collected as at 31 December 2025, is RON 73 thousand, out of which

RON 62 thousand represent outstanding dividends due by companies which are under

bankruptcy/insolvency procedure (dividends afferent to the financial years prior to 2008) and EUR 2,275.00

represent dividend tax to be recovered from the German Tax Authority (the tax-reclaim procedure was

initiated via the depositary BRD-Groupe Societe Generale S.A. Bucharest).

All the outstanding amounts due as dividends for the previous financial years that have not been entirely

collected as at 31.12.2025 were recorded in the statements of claims, submitted within the insolvency

procedures.

The table below presents the situation of dividends resulted from profit distributions afferent to the

financial years 2023 and 2024, recorded as income in 2024 and 2025:

No.

Sector

Dividend income (RON thousand)

2024

2025

Collected

Automobiles and parts

0.03

0.01

Banks

44.530

62.26

50,119

64.45

Energy

13,930

19.48

10,468

13.46

Real estate

3,284

4.59

6,861

8.82

Food, beverages and tobacco

247

0.35

Financial services

5,220

7.30

8,880

11.42

Technology

0.09

0.10

Telecommunications

139

0.19

164

0.21

Travel and leisure

1,800

2.52

10.

Utilities

2,285

3.19

1,181

1.52

TOTAL

107,806

100.00

77,761

100.00

In 2025, the dividend income decreased by RON 30,045 thousand compared to the previous year, mainly

due to the decrease in dividends related to the Travel and leisure (-RON 1,800 thousand), Energy (-RON

3,462 thousand) and Utilities (-RON 1,104 thousand) sectors. On the other hand, there is a significant

increase in dividends related to the Real estate (+RON 3,577 thousand), Banks (+RON 5,589 thousand) and

Financial services (+RON 3,660 thousand) sectors.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 30/150

3.6.7 Mergers, split-up or reorganizations of the Company, its subsidiaries or controlled companies

during the financial year 2025

Since its establishment, the Company has not been subject to mergers, split-up or reorganizations.

By Court Decision No. 3927/04.07.2025, Transilvania Hotels & Travel S.A. entered bankruptcy by general

procedure.

3.6.8 Engagement policy

Transilvania Investments drafted and published on its website the Engagement Policy that describes how

the Company is involved within the investee companies.

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

(i) Monitoring the issuers in which the Company has invested (investee companies) on relevant

matters (including strategy, financial and non-financial performance and risks, capital structure,

social and environmental impact and corporate governance);

(ii) Conducting dialogues with investee companies;

(iii) Exercising voting rights and other rights attached to the shares, in order to capitalize on the rights

deriving from the investment in the portfolio issuers;

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

companies;

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

Investments.

The main actions carried out in 2025 by Transilvania Investments, according to its engagement policy, have

been as follows:

(i) Monitoring the investee companies on relevant matters

As an authorized A.I.F.M., Transilvania Investments Alliance defined its Policies and procedures regarding

the portfolio management, in accordance with the applicable legal regulations. As an integral part of the

investment process, Transilvania Investments Alliance, through its operational departments, carefully

analyse the issuers both prior to the investment and throughout the investment, as part of the process of

monitoring the portfolio companies’ activity. The analysis covers, inter alia, the management quality,

strategy, financial and non-financial performance, risks, capital structure, transparency toward investors,

application of corporate governance principles etc.

The investment decisions consider and integrate the relevant information available, including those having

an impact on sustainability factors.

In accordance with the Engagement Policy, the monitoring of the activity of the investee companies can be

carried out based on the Revenue and Expenditure Budget, the Investment program, the performance

indicators and criteria, periodical and current reports published by the issuers, Financial Auditors’ Reports,

the quarterly, half-year and annual financial statements, and any other relevant public information and

documents relating to the investee companies.

Thus, in 2025, based on the reports of the portfolio companies, the specialized departments of Transilvania

Investments analysed the evolution of the financial indicators of the issuers in the portfolio, the

achievement of the revenue and expenditure budget, the implementation of the investment program, as

well as and the shareholdings positioning in the managed portfolio. Furthermore, the current reports

published by issuers at the BSE were constantly monitored, in order to determine the possible financial

impact on the value of shares issued by these issuers and on the current financial result.

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Annual Report 2025

Pag. 31/150

(ii) Conducting dialogues with investee companies

Transilvania Investments Alliance considers that an effective communication with the investee companies,

within the legal framework in force, is essential. The aim is to ensure value creation/long term development

of the sectors with growth and development potential and of those sectors deemed as being strategic from

the perspective of Transilvania Investments Alliance’s Investment Policy.

In order to achieve this objective, Transilvania Investments Alliance is committed to establishing an

effective communication with the investee companies. Such communication is performed in full

compliance with the corporate governance principles undertaken both at Transilvania Investments

Alliance’s level and at each investee company’s level. Transilvania Investments Alliance encourages the

portfolio companies to adopt a transparent decision-making conduct, with the complete and equidistant

informing of all shareholders, in compliance with the applicable laws.

Transilvania Investments Alliance actively exercises its shareholder rights by casting its vote during the

general meetings of shareholders (directly or by correspondence), by submitting draft resolutions or

addressing questions to the Board of Directors or Executive Board/Supervisory Board with respect to the

items on the agenda of the general meetings of shareholders, as well as by carefully monitoring the

information and reports disclosed by the issuers.

In addition, employees with specific responsibilities within Transilvania Investments Alliance participate in

investors meetings, financial results conferences/teleconferences and other investor events organised by

investee companies.

Thus, throughout 2025, the specialized departments of Transilvania Investments, through their designated

staff, participated in conference calls or physical events of the issuers whose shares are listed on the

regulated market, in which the quarterly/half-yearly or annual financial results and issuer development

strategy for the next period were presented (ex. TLV, BRD, BVB, DIGI, SNP, ONE, PE, M, TTS, AROBS, CMP

etc).

Moreover, Transilvania Investments attended the annual conference organized by BCR, the Romania

Investor Days Conference, organized by Wood & Company, where the Company’s representatives

participated in presentations and discussions both with investee companies, as well as with other issuers

which might be of investment interest, such as: AQ, BRD, TLV, BVB, M, SNP, SNG, SNN, EL, TGN, FP, DIGI,

H2O, PE, TTS etc.

(iii) Exercising voting rights and other rights attached to the shares, in order to capitalize on the

rights deriving from the investment in the portfolio issuers

As an authorized A.I.F.M., Transilvania Investments Alliance defined its Policies and procedures regarding

the portfolio management, in accordance with the applicable legal regulations. The objectives of the

portfolio management and voting policies, as well as the strategies, methods and measures adopted for

the enforcement thereof, are established in compliance with the corporate governance principles adhered

to by the listed companies and by reference to the risk profile of Transilvania Investments Alliance and in

full compliance with the Risk Management Policies and Procedures adopted by the Company.

Throughout 2025, Transilvania Investments actively exercised its voting right in the general meetings of

shareholders of the portfolio companies, with the aim of defending the Company’s interests and those of

its shareholders within the investee companies.

Thus, based on the analyses performed by the specialised departments and approved by the Company's

Executive Board, documents were issued for participation and exercise of voting rights for 104 Ordinary

General Meetings of Shareholders and 57 Extraordinary General Meetings of Shareholders. At the same

time, it was decided not to issue participation/voting documents for 38 Ordinary and Extraordinary

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 32/150

General Meetings of Shareholders, as the items on the agenda did not impact the corporate interests of

Transilvania Investments.

Within the General Meetings of Shareholders of the companies in which it is the majority shareholder,

Transilvania Investments has approved, inter alia, the performance criteria and objectives for 2025 and

2026, based on the specificity of the portfolio company’s activity, the indicators set by the Revenue and

Expenditure Budget and the Investment Programmes for 2025, correlated with the Remuneration policy

set for each company, the appointment of experienced and professionally recognised people for

management and supervisory positions, based on clearly predefined criteria etc.

Moreover, also with regard to the portfolio companies in which it is the majority shareholder, Transilvania

Investments has defined a new business strategy, with a focus on the travel and leisure sector, a sector

holding an important share of the portfolio managed by the Company, which aims to develop plans to

streamline the management of the companies in this sector, so that the increased interest in domestic

tourism is exploited to its full potential. Considering the contribution of the partners specialised in this

sector, new performance criteria have been defined for these companies, criteria that are directly

implemented by Transilvania Investments at the time of substantiating and preparing the voting options

for the general meetings.

As regards the companies with industrial profile, options for restructuring and making their activity more

efficient are considered, by adopting policies that to create a sustainable framework for the companies’

activity, either by restructuring their production activity in order to reduce its impact, or by reconfiguring

their activity to ensure the most efficient use of their resources in the context in which they are placed.

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

companies

In order to promote a better corporate governance, risk management, performance or transparency at the

investee companies’ level, Transilvania Investments Alliance may cooperate with other shareholders in

one-off joint projects. Any collaboration/communication with the shareholders of the same issuer is carried

out in full compliance with applicable laws, regulations and recommendations, as well as with Transilvania

Investments Alliance’s internal regulations.

Communication with the relevant stakeholders of the investee companies is carried out only in the

investors’ interest, in compliance with the above-mentioned conditions, without breaching any legal or

internal regulations. Cooperation/communication can normally take place in formal or informal meetings

with other shareholders or in professional working groups, non-governmental organizations and

associations etc.

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

Investments

As an authorized A.I.F.M., Transilvania Investments Alliance defined its Policies and procedures regarding

the conflict of interests, in accordance with the applicable legal regulations. Through specific instruments

and mechanisms, the Company seeks to actively identify any potential circumstances with a high risk of

causing damages to Transilvania Investments Alliance shareholders, in order to adopt the best preventive

measures.

All decisions regarding the engagement and exercising of the voting rights consider the best interest of

Transilvania Investments Alliance’s investors in terms of portfolio management. In all situations, the legal

rules on conflicts of interest, as well as the internal policies and procedures of the Company are considered.

When establishing the manner of exercising voting rights at the general meetings of shareholders of

portfolio companies, Transilvania Investments considers the exclusive benefit of the Company and its

shareholders, in order to prevent or manage any conflicts of interest arising from the exercise of voting

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Annual Report 2025

Pag. 33/150

rights, as detailed in the Policies and Procedures regarding the Conflict of Interests. Transilvania

Investments evaluates its voting right only as a result of a consistent decision, taking into account the

principles of prevention and management of conflict of interest; in this regard, any tasks that enter into a

conflict of interest are appropriately separated (e.g. the person responsible for managing a portfolio

company will not be part of the management or control bodies of the respective company); In situations

where members of the Executive Board or the Head of the Portfolio Monitoring Department are part of

the Board of Directors/Supervisory Board of a company in the Transilvania Investments portfolio, they will

additionally document the vote expressed individually, namely they will analyse, for each situation, the

principles of prevention and management of conflict of interest, when issues regarding the respective

companies are in question. These substantiations will be previously brought to the attention of the

Compliance Officer, for approval, and quarterly to the attention of the Audit Committee, for continuous

analysis.

3.7. Investment activity in 2025

In 2025, the trading activity on capital markets was aimed at generating profit through transactions carried

out on the domestic market, as well on restructuring the portfolio by increasing the share of the financial

assets with high liquidity degree and attractive dividend bearing.

Given that Transilvania Investments is an alternative investment fund manager, the Company took all the

necessary measures to apply the best execution principle, focusing on reducing costs and using services

provided by intermediaries that have ensured minimum trading fees and have the capacity to execute

trading orders. In this respect, the Company has collaborated with 7 financial investment service

companies for trading shares and with 3 financial institutions for trading government bonds.

Throughout 2025, the trading activity was focused on the fields below:

▪ Transactions with shares listed on the regulated market of the Bucharest Stock Exchange;

▪ Transactions with shares listed on the multilateral trading system of the Bucharest Stock

Exchange (SMT/AeRO);

▪ Transactions with government bonds issued by the Ministry of Finance, denominated in RON;

▪ Transactions with fund units issued by investment funds;

▪ Transactions regarding equity holdings in private equity funds.

An important part among Transilvania Investments’ concerns consisted in the efficient correlation between

portfolio investments and speculative investments for purposes of maximizing the company profit.

The trading activity carried out during the year 2025 resulted in a total volume of RON 589,948.38

thousand, for instruments denominated in RON and EUR 966.19 thousand, for instruments denominated

in EUR.

3.7.1 Investment activity

In 2025, the Company invested in shares from sectors represented in the portfolio managed, namely:

Financial (Banca Transilvania – TLV, Evergent Investments- EVER), Industry (Compa-CMP), Energy (OMV

Petrom – SNP, Premier Energy - PE), Travel and leisure (Turism Felix S.A - TUFE), etc. In addition,

Transilvania Invetments invested in equity holdings in CEECAT FUND II SCSp - a private equity fund with

exposure to companies from emerging Europe, and in ETF funds at the local market level. At the same time,

the Company bought-back own shares, under the buy-back programmes approved through the

Extraordinary General Meetings of Shareholders of 22.04.2024 and 10.03.2025.

The investment activity carried out throughout the year 2025 resulted in a total investment volume of RON

318,006.65 thousand, for instruments denominated in RON, and EUR 966.19 thousand, for instruments

denominated in EUR.

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Annual Report 2025

Pag. 34/150

Investments in shares

The investment activity was focused on high liquidity shares, shares providing attractive dividends or shares

with growth potential over the market average. The investments in shares on the domestic market,

totalling RON 132,344.50 thousand, were made on the BSE’s main market. In 2025, the Company did not

make investments in shares on external capital markets.

Investments in bonds and fund units

During 2025, Transilvania Investments invested in government bonds issued by the Ministry of Public

Finance. Thus, government bonds denominated in RON were purchased on the OTC secondary market,

amounting to RON 97,773.90 thousand, with short maturities of up to one year, as well as government

bonds with 2–3-year maturities.

Additionally, the Company acquired fund units issued by Globinvest Energy&Financials ETF and

Intercapital BET-TR UCITS ETF funds, totalling RON 891.07 thousand.

Investments in equity holdings

For maximizing the profit and diversifying the portfolio, the Company invested in equity holdings within

the private equity fund CEECAT FUND II SCSp. Thus, in 2025, equity holdings amounting to EUR 966.19

thousand representing payments made in the year 2025 were purchased.

CEECAT FUND II SCSp focuses on investments in emerging Europe, mainly on small and medium-sized

companies. Among the companies in the fund’s portfolio, we list the following:

- Gomex d.o.o. - Serbia's leading retail chain with 200 units;

- Hermann Müller Medizintechnic GMBH - world leading manufacturer of sterilization containers and

dental surgery machines, with exports to over 100 countries;

- Goodpack EAD - the largest independent producer of thermoformed food packaging in South-Eastern

Europe;

- Evam Analytics Limited – company that provides real-time data analytics, allowing businesses to take

automated action and achieve business goals. Its platforms are mainly used in the banking and

telecommunications industry, as well as in retail and transportation;

- Modulo Decorative Solutions SRL, Modulo Stone SRL și Modulo SAS - European leader in wall cladding

solutions with stone products;

- TURK Elektronik Para A.S. (“Param”) and TURK Finansman A.S. (“Kredim”)-Turkey's largest

independent provider of non-banking payment services;

- EnduroSat S.a.r.l. (“EnduroSat”) - starting as a hardware solutions provider, EnduroSat is today a

supplier to the space industry, whose main goal is to make space data universally accessible;

- Telelink Business Services Group AD-Sofia (“TBS”) – IT solutions and services provider with presence in

14 countries.

- La Cocoș – a large retail discounter that sells a selected product brand range, at a significant low price

than those of its competitors.

Own shares buy-back

During 2025, the Company carried out buybacks of own shares, through transactions on the Bucharest

Stock Exchange and public tender offer, under the buy-back programmes approved through the E.G.M.S.

Resolution No. 1/22.04.2024 and the E.G.M.S. Resolution No. 1/10.03.2025. Thus, until de 31.12.2025, the

Company bought-back 178,007,641 own shares, worth RON 86,997 thousand. Detailed information on

share buy-back activity is available in Chapter 5 of this Report.

Considering all the above, the financial investments made by Transilvania Investments in 2025 are as

follows:

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Annual Report 2025

Pag. 35/150

Financial investments

Investment value

(RON)

% of total financial

investments (RON)

Total, of which:

318,006,650

100.00%

Shares, total, of which:

132,344,506

41.62%

Acquisitions on the BSE main market, including direct financial

investments

132,341,716

41.62%

Acquisitions on the SMT/AeRO market, including direct

financial investments

2,790

0.00%

Government securities, of which:

97,773,900

30.75%

Acquisition of government securities in RON

97,773,900

30.75%

Fund units, of which:

891,074

0.28%

Acquisition of fund units on the domestic market

891,074

0.28%

Own shares

86,997,170

27.36%

Financial investments

Investment value

(EUR)

% of total financial

investments (EUR)

Total, of which:

966,185,61

100.00%

Equity holdings, total, of which:

966,185,61

100.00%

Acquisition of equity holdings in EUR

966,185,61

100.00%

In addition to the above-mentioned investment activity, the following operations were carried out during

2025:

➢ As a result of the squeeze-out operation, carried out in accordance with the F.S.A. Decision No. 922 of

September 25, 2025, Transilvania Investments Alliance became the sole shareholder (100% of the

share capital) of Turism Felix S.A. Subsequently, on March 11, 2026, the F.S.A. approved the withdrawal

from trading of the shares issued by Turism Felix S.A., given the completion of the shareholder

withdrawal procedure.

➢ In July 2025, the F.S.A. approved the announcement on the start of the procedure for the withdrawal

of minority shareholders in the case of the issuer Transilvania Leasing și Credit IFN S.A. According to

the Central Depository's address dated 25.09.2025, the company's shareholding structure was

changed, with Transilvania Investments ending up owning 100% of the share capital. Thereafter, based

on the F.S.A. Decision No. 1031/October 23, 2025, the shares issued by Transilvania Leasing și Credit

IFN S.A. were withdrawn from trading as of October 29, 2025..

➢ In the case of International Trade Center & Logistic S.A. (participation included in the Exit category),

Transilvania Investments acquired 736,281 shares, increasing its stake in this issuer to 82,444,709

shares, respectively 88.09%.

➢ Also, in order to maximize profit and diversify the portfolio, Transilvania Investments acquired

guaranteed corporate bonds issued by PK Development Holding S.A. Thus, on August 6, 2025, 7.5

million corporate bonds were purchased, each worth 1 euro. PK Development Holding S.A. is a fully

integrated real estate developer active in Central and Eastern Europe, with a focus on Romania. The

company has extensive expertise across the entire real estate development value chain, covering land

acquisition, architectural design, construction, financing, asset management and, where applicable,

sale or lease. Its integrated operating model enables it to control costs efficiently and adapt more easily

to market dynamics.

3.7.2 Divestment activity

During 2025, the divestments aimed at the acceleration of the portfolio restructuring, based on liquidity

criteria, the marking of some speculative operations previously initiated and the sale of some listed high

liquidity shareholdings, conditioned by market situation.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 36/150

Thus, as part of the public tender offer, the stake held in Turism, Hoteluri, Restaurante Marea Neagră S.A.

representing a historical holding in the Company's portfolio was partially sold.

Partial profit markings were also made in the case of some issuers such as OMV Petrom S.A. (SNP), BRD-

Groupe Société Générale (BRD), Banca Transilvania (TLV), Premier Energy (PE), DIGI Communication (DIGI),

etc.

In the case of Romgaz S.A (SNG), Purcari Wineries (WINE) Electrica S.A (EL), Fondul Proprietatea (FP), Cris-

Tim Family Holding (CFH), MedLife (M), the profit was marked in full, and the positions in the portfolio

were closed.

Overall, share sales amounted to RON 230,963 thousand, of which RON 229,529 thousand represent sales

on the main market of the Bucharest Stock Exchange and RON 1,434 thousand represent sales on the AeRO

multilateral system.

Within the government bond portfolio, sales amounted to RON 40,978 thousand.

Thus, during 2025, Transilvania Investments sold shares and government bonds totalling RON 271,941.73

thousand.

Financial divestments

Sales value

(RON)

% of the total sales

(RON)

Total, of which:

271,941,734

100.00%

Shares, total, of which:

230,963,666

84.93%

Sales on the BSE regulated market

229,529,402

84.40%

Sales on the SMT/AeRO market

1,434,265

0.53%

Government securities, of which:

40,978,068

15.07%

Sale of government securities in RON

40,978,068

15.07%

In addition to the above-mentioned divestment activity, the following operations were carried out during

2025:

➢ Following the completion of the squeeze-out operation, through which Transilvania Investments’

shareholding reached 100% of the share capital of Transilvania Leasing și Credit IFN S.A., in November

2025, 100 shares were transferred to Transilvania Investments Alliance Equity S.A. to comply with the

legal requirement regarding the existence of at least two shareholders, according to art. 10 paragraph

(3) of Law No. 31/1990.

➢ On December 30, 2025, in the context of exercising the early redemption option for the guaranteed

corporate bond issue of PK Development Holding S.A., Transilvania Investments recovered its entire

investment, namely the amount corresponding to the 7.5 million bonds held, at a nominal value of

EUR 1 per bond, as well as the interest for the first 6 months, calculated in accordance with the

provisions of the issue prospectus.

3.8. Main results of the assessment of the Company’s activity

According to the balance sheet as at 31 December 2025, the statement of assets, liabilities and

shareholders’ equity is as follows:

-RON thousand-

Indicators

31.12.2025

31.12.2024

Fixed assets - total

2,269,199

1,779,748

Current assets - total

168,434

146,754

Prepaid expenses

441

456

Liabilities - total

165,296

95,289

Provisions - total

930

Shareholders’ equity - total

2,272,777

1,830,739

Transilvania Investments Alliance S.A.

Annual Report 2025

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A key indicator of the performance of an alternative investment fund is the net asset value (NAV), value

which is calculated in accordance with the provisions of the F.S.A. Regulation No. 9/2014.

The statement of the Company’s assets and liabilities, respectively the report on the values of N.A.V. and

N.A.V. per share, is prepared monthly, for the end of the last day of the month, in the format requested by

the F.S.A. (according to Annex 10 to the F.S.A. Regulation No. 7/2020). The net asset value is calculated by

the Company, certified by the depository company BRD — Groupe Societe Generale S.A. Bucharest and

sent to the F.S.A. and Bucharest Stock Exchange, by the 15th of the following month, at the latest, and

published on the company website.

The monthly value of the Company’s net asset is determined as the difference between the total value of

the assets held and the Company’s liabilities and deferred income.

The net asset value as at 31 December 2025, compared to the similar period of the previous year, has

performed as follows:

-RON-

Indicators

31 December 2025

31 December 2024

Evolution (%)

2025/2024

Total assets - calculated value

2,438,073,930

1,926,957,939

+26.52

Total liabilities - calculated value

165,296,355

96,218,442

+72.16

Calculated net asset

RON

2,272,777,575

1,830,739,498

+24.13

RON/share

1,1642

0.8622

+35.00

Source: Transilvania Investments Alliance

Calculated according to the internal procedure, compliant with the F.S.A. Regulation No. 9 / 2014, procedure that can be consulted on

the company’s website: www.transilvaniainvestments.ro..

General valuation elements

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

The structure of the revenues generated by the Company from the current activities, by categories of

activities, and the achievement of the objectives provided by the revenue and expenditure budget (REB)

for the financial year 2025 are as follows:

-RON thousand-

Indicators

REB

Year 2025

Results

Year 2025

Differences

from REB 2025

Achievement

degree %

Dividend income

73,400

77,761

+4,361

105.94%

Bank interest /government securities

interest income

4,000

10,389

+6,389

259.73%

Net gain on the FVTPL portfolio

measurement at fair value (including the

trading activity)

51,700

142,140

+90,440

274.93%

Other operating income

358

+358

Net operating income

129,100

230,648

+101,548

178.66%

Personnel expenses

(17,000)

(15,250)

(-1,750)

89.71%

Stock Option Plan expenses

(4,300)

(5,040)

(+740)

117,21%

Commission expenses

(3,200)

(4,327)

(+1,127)

135.22%

Financing expenses

(7,500)

(35)

(-7,465)

0,46%

Other operating expenses

(13,700)

(14,176)

(+476)

103.47%

Total expenses

(45,700)

(38,828)

(-6,872)

84.96%

Profit before tax

83,400

191,820

(+108,420)

230.00%

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 38/150

According to the data provided, the net operating income achieved in the financial year 2025 is by RON

101.55 million higher than the income provided for in the revenue and expenditure budget for the entire

year 2025.

The operating expenses as at 31.12.2025 totalize RON 38.83 million, being by RON 6.87 million lower than

those provided for in the revenue and expenditure budget for 2025, of which:

• Personnel expenses

RON 15,250 thousand, representing 39.28% of

total expenses (49.20% in 2024);

• Commission expenses, of which:

RON 4,327 thousand, representing 11.14% of

total expenses (8.70% in 2024);

• Trading commissions afferent to share sales

RON 1,054 thousand, representing 2.71% of

total expenses (1.80% in 2024);

• Taxes and duties

RON 508 thousand, representing 1.31% of

total expenses (1.44% in 2024);

• Legal expenses

RON 2,123 thousand, representing 5.47% of

total expenses (1.98% in 2024);

• Sponsorships and patronage

RON 1,033 thousand, representing 2.66% of

total expenses (0.66% in 2024);

• Other operating expenses

RON 10,512 thousand, representing 27.07% of

total expenses (29.77% in 2024);

In the financial year 2025, the cost/revenue ratio, i.e. the share of total expenses in the total revenues, was

16.83% (39.91% in 2024).

The profit before tax as at 31.12.2025 worth RON 191.82 million, is RON 108.42 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 2025 amounts to RON 0.0914, higher

by RON 0.0690 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 its

current and potential shareholders through the investments made by the Company and the increase of the

net asset value per share.

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

Cash and cash equivalents (cash flows) in balance as at 31.12.2025 are worth RON 72,337 thousand, out

of which:

•

Cash available in RON, in bank deposits

RON 2,039 thousand

•

Cash available in RON, in current bank accounts or petty cash

RON 28,757 thousand

•

Cash available in EUR and USD, equivalent in RON, in current bank accounts

RON 41,541 thousand

Assessment of the technical level of the Company

The Company has the appropriate technical equipment to fulfil its activity scope, and it permanently cares

for its renewal and maintenance to ensure the best operating conditions.

Considering the specificity of the activity carried out by Transilvania Investments, as an Alternative

Investment Fund Manager, the IT infrastructure is technically the most important resource of the

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Annual Report 2025

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Company. During 2025, a series of configurations and configuration updates were made to ensure the

proper operation of the IT infrastructure.

Regarding the Integrated Information System available to the Company, in 2025 the operation of all the

modules of the system was ensured. Also, in order to carry out in optimal conditions the current activity of

the Transilvania Investments’ departments, developments and modifications of the Integrated Information

System have been designed in compliance with the IT needs of the Company's departments. In addition,

as a result of legislative changes, new modules have been implemented to meet the new legislative

requirements.

In order to ensure compliance with the requirements of the DORA Regulation (Digital Operational

Resilience Act), the Company has implemented by the deadline imposed by the regulator (January 17,

2025) the strategies, policies and procedures related to the specific regulatory framework.

In November 2025, the annual testing of the Business Continuity Plan (BCP) was carried out, which was

performed under the scenario in which 40–45% of Transilvania Investments' employees at the Brașov

headquarters are unavailable due to a massive illness, as well as a trading day with high volatility on the

European and Romanian markets, caused by a series of important macroeconomic announcements. The

testing of the scenario was successfully carried out, the planned objectives being achieved.

In June 2025, an emergency recovery plan for the company's Data Center (DC) was tested (transfer of IT

System functions from the Primary Data Center to the Secondary Center). The testing was carried out

successfully and achieved its planned objectives.

Other objectives completed during 2025 include: the ISO 27001:2013 certification surveillance audit, valid

until 2026, the audit on the management of operational risks generated by IT systems used as part of the

process of compliance with the F.S.A. Rule No. 4/2018, the audit on Transilvania Investments' activities in

accordance with the DORA Regulation (Digital Operational Resilience Act) - European Union Regulation on

digital operational resilience 2022/2554).

The Company has its own website www.transilvaniainvestments.ro, where it publishes all the information

it is required to make available to shareholders and investors in accordance with the applicable regulations.

Details regarding the information published by the Company are presented in Chapter 7.9 - Relationship

with shareholders and investors. In 2025, the necessary activities were carried out for the maintenance and

updating of the website's content, as well as the necessary structural changes.

Transilvania Investments uses several platforms, such as Bloomberg, Refinitiv and Capital IQ, which provide

access of the Company's departments to up-to-date information and recent databases in carrying out their

activities. These resources allow for detailed analysis of financial markets, assessment of investment

opportunities and monitoring of economic and risk factors, thus contributing to informed and strategic

decision-making.

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

For the proper running of its activity, the Company has the adequate premises and equipment; the supply

of consumables, inventory objects, energy, water, gas and other necessary material is performed through

domestic companies (local sources).

The information regarding the acquisition of financial assets is presented in Chapter 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 Chapter 3.7.2 - Divestment activity.

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Annual Report 2025

Pag. 40/150

Outlook on the Company’s Activity

The year 2025 was characterized by a favourable evolution of the Romanian capital market, within an

economic and financial context that, although still marked by global uncertainties, provided better

premises for increased investment appetite compared to previous years. Against the backdrop of a relative

stabilization of the macroeconomic environment and a gradual improvement in investor sentiment, the

local market benefited from positive dynamics, reflected in the performance of stock market indices and

growing interest in risk assets.

The evolution of stock market indices in 2025 reflected a predominantly positive market environment, with

appreciation trends supported by the financial results of listed companies, capital flows, and improved

perceptions regarding economic prospects. Sectoral performances continued to be differentiated, with

certain sectors – such as energy, financial services, utilities, and technology – benefiting from increased

investor interest, while other sectors evolved more moderately depending on the specific characteristics

of each industry.

Externally, 2025 continued to be influenced by geopolitical factors and by the gradual transition of

monetary policies implemented by major central banks, in the context of easing inflationary pressures.

Although risks related to commodity price volatility and uncertainties surrounding supply chains did not

completely disappear, financial markets demonstrated a greater capacity to absorb external shocks. At the

same time, structural trends such as digitalization and the transition toward a sustainable economy

continued to generate investment opportunities, with a positive impact on certain market segments.

Government bonds within the portfolio of Transilvania Investments Alliance continued to play an important

role in portfolio diversification and risk management, providing stability and flexibility in structuring

investment exposures. In a favourable market context, these instruments contributed to optimizing the

portfolio’s risk–return profile and maintaining an adequate level of liquidity, allowing the capitalization of

opportunities arising in the equity market. Depending on the evolution of macroeconomic conditions and

inflation dynamics, their role remains relevant also from the perspective of capital protection in potential

correction scenarios.

Transilvania Investments Alliance actively managed liquidity conditions and the portfolio structure in line

with the objectives set out in the Investment Policy Statement 2024–2028, the Strategy 2024–2028, and

the Income and Expenditure Budget for 2025. The main directions of action focused on continuing the

restructuring processes of the managed portfolio, maintaining the Company’s status as an investment

entity that measures performance based on fair value, as well as implementing the shareholder

remuneration policy.

The outlook for the coming period remains generally constructive, although it continues to be conditioned

by developments in both the external and domestic environment. While investor interest – including that

of foreign investors – strengthened in 2025, maintaining a healthy investment framework requires a

balanced approach that combines the capitalization of growth opportunities with prudent risk

management. At the same time, the integration of ESG criteria and the strengthening of corporate

governance practices are gaining importance in the structure of investment decisions, contributing in the

medium term to increasing the attractiveness of the Romanian capital market.

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Annual Report 2025

Pag. 41/150

4. TANGIBLE ASSETS

At the end of 2025, the Company owns tangible assets necessary for carrying out its activity under normal

conditions, with a total accounting value (fair value) of RON 23,200 thousand, having the following

structure:

- RON thousand –

Group

Denomination

Fair value

31.12.2025

Constructions

13,247

Technological equipment, means of transportation and measuring and control devices

and equipment

1,788

Furniture, office equipment, human value protection systems etc.

617

Tangible assets in progress and advance payments

Land

7,487

TOTAL

23,200

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 2025, 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 2025.

The main tangible assets owned by the Company are represented by constructions. The Company owns

two buildings, i.e. the main headquarters in Brașov and the Bucharest building, which are located as

follows:

Address

Description

Headquarters

Braşov, str. N. Iorga nr. 2

Building: basement + ground-floor + 3

floors + attic

Bucharest building

Bucharest, str. M. Rosetti nr. 35

Building: ground-floor + floor + attic

Estimated useful life of the Company’s properties

Grupa

Denumirea

Durata utilă de viaţă

estimată (ani)

Constructions

10-50

Technological equipment, means of transportation and measuring and control

devices and equipment, of which:

2.1

- technological equipment

6-10

2.2

- measuring, control and adjusting devices and equipment

3-5

2.3

- means of transportation

4-6

Furniture, office equipment, human value protection systems etc.

3-10

Tangible assets are subject to linear depreciation during the useful life estimated by a technical

commission, considering both their utility for the Company and the provisions of the Government Decision

No. 2139/2004 for the approval of the Catalogue regarding the classification and the normal period of

operation of fixed assets. There are no issues related to the right of ownership over the tangible assets

owned by the Company. The Company does not have any pledged or mortgaged assets.

5. MARKET OF THE SECURITIES ISSUED BY THE COMPANY

Market on which the company’s issued shares are negotiated

As of 1 November 1999, the shares issued by the Company are traded on the Bucharest Stock Exchange,

on the MAIN segment, in the PREMIUM Category. On 14 March 2022, the first trading session of the

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Company’s shares under the new symbol TRANSI (previous symbol SIF3) took place, as a result of the

change in the Company name and of conducting a rebranding process. Currently, the shares issued by

Transilvania Investments Alliance are not traded on other markets.

In accordance with the legal provisions, the record of Transilvania Investments Alliance’s shareholders and

the shares held by them is kept, under a service agreement, by Depozitarul Central S.A., a company

headquartered in Bucharest, 4-8 Nicolae Titulescu, America House Building, East Wing, 1ˢᵗ floor, Sector 1.

Description of own shares buy-back activities

In accordance with the Resolution of the Extraordinary General Meeting of Shareholders of April 24,

2023, between December 8, 2023, and June 11, 2024, the Company bought back 20,000,000 own shares,

of which 12,000,000 shares, in order to reduce the share capital, by cancelling the bought-back shares and

8,000,000 shares, for free distribution to the Supervisory Board members, Executive Board members and

the identified staff, within a Stock Option Plan program, in compliance with the Company’s remuneration

policy.

The Extraordinary General Meeting of Shareholders of December 16, 2024 approved the reduction of the

Company's share capital by RON 1,200,000, from RON 216,244,379.70 to RON 215,044,379.70, following

the cancellation of 12,000,000 own shares purchased by the Company under the buy-back programme

approved through the E.G.M.S. Resolution No. 1/April 24, 2023 (Current Report No. 8701/16.12.2024).

Throught Authorizations No. 81 and 82 of July 28, 2025, the F.S.A. authorized the changes in the Company's

organization and operation following the reduction of the share capital from RON 216,244,379.70 to RON

215,044,379.70, in accordance with the Resolution No. 1/16 December 2024 of the Extraordinary General

Meeting of Shareholders, and the amendment of the significant conditions based on which the Company

was authorized, following the amendment to Article 7 of the Company's Articles of Incorporation, in

accordance with the E.G.M.S. Resolution No. 1/16.12.2024 (Current Report No. 5187/28.07.2025).

In accordance with the Resolution of the Extraordinary General Meeting of Shareholders of April 22,

2024, between June 8, 2024, and March 13, 2025, the Company bought-back 34,003,797 own shares, of

which 24,003,797 shares, in order to reduce the share capital, by cancelling the bought-back shares and

10,000,000 shares, for free distribution to the Supervisory Board members, Executive Board members and

the identified staff, within a Stock Option Plan program, in compliance with the Company’s remuneration

policy.

The Extraordinary General Meeting of Shareholders held on April 28, 2025 approved the reduction of the

Company's share capital by RON 2,400,379.70, from RON 215,044,379.70 to RON 212,644,000, following

the cancellation of 24,003,797 own shares purchased by the Company under the buy-back programme

approved through the E.G.M.S. Resolution No. 1/April 22, 2024 (Current Report No. 2581/28.04.2025).

By Authorizations No. 94 and 95 of September 26, 2025, the F.S.A. authorized the changes in the

organization and operation of Transilvania Investments following the reduction of the share capital from

RON 215,044,379.70 to RON 212,644,000, in accordance with Article 2 of the E.G.M.S. Resolution No. 1/

28.04.2025, as well as the amendment of the significant conditions based on which the Company's

authorisation, following the amendment to Article 7 of the Company's Articles of Incorporation, in

accordance with Article 2 of E.G.M.S. Resolution No. 1/28.04.2025, as follows: "Article 7 – The subscribed

and paid-up share capital is RON 212,644,000 and is divided into 2,126,440,000 registered shares." (Current

report no. 6448/29.09.2025).

The Extraordinary General Meeting of Shareholders of March 10, 2025 approved the Company’s buyback

of its own shares, on the market where the shares are listed and/or through public tender offers, including

public tender offers carried out through exchange offers (the “Buyback Programme”). The Buyback

Programme will envisage the repurchase of a maximum of 185 million own shares, of which 175 million

Transilvania Investments Alliance S.A.

Annual Report 2025

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shares for the reduction of the share capital by cancelling the repurchased shares and 10 million shares

for distribution under a Stock Option Plan program. The programme will run at a minimum price of RON

0.3000/share and a maximum price of RON 0.5000/share and its aggregate amount will be up to RON 92.50

million.

Should the Company carry out public tender offers through exchange offers under the Buyback

Programme, the Company will offer shares issued by THR Marea Neagră S.A., symbol „EFO”, and cash for

the difference.

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

transactions:

16 May 2025 – 27 August 2025 - first stage of the buy-back programme having as subject the buy-back of

shares with the purpose of reducing the share capital by cancelling the bought-back shares - acquisitions

through transactions at the BSE

Number of shares bought back: 9,738,844 shares

Average price: RON 0.3964 /share

Total value of the shares bought back: RON 3,860,439.34

Intermediary: BT Capital Partners

29 August 2025 – 31 January 2026 - second stage of the buy-back programme having as subject the buy-

back of shares with the purpose of reducing the share capital by cancelling the bought-back shares -

acquisitions through transactions at the BSE

Number of shares bought back: 6,861,156 shares

Average price: RON 0.4639 /share

Total value of the shares bought back: RON 3,182,843.64

Intermediary: BT Capital Partners

We mention that, from the date of submission to the F.S.A. of the documentation related to the public

tender offer until the date of completion of the public offer, which took place between November 24,

2025, and December 8, 2025, Transilvania Investments did not carry out any transactions under the second

stage of the buy-back programme.

24 November 2025 – 08 December 2025 - Public Tender Offer having as subject the buy-back of

158,400,000 shares with the purpose of reducing the share capital by cancelling the bought-back shares

Number of shares bought back: 154,633,823 shares

Average price: RON 0.5000 /share

Total value of the shares bought back: RON 77,316,911.50

Intermediary: BT Capital Partners

Overall, Transilvania Investments bought back, under the first two stages and the Public Tender Offer, a

total number of 171,233,823 shares, at an average price of RON 0.4927 per share, for a total value of RON

84,360,194.48, out of the total number of maximum 175,000,000 shares intended for the reduction of the

share capital.

As a result, the difference between the total number of shares subject to the buy-back programme

approved through the EGMS Resolution no. 1/10.03.2025 (maximum 185,000,000 shares) and the total

number of bought-back shares (171,233,823 shares) is 13,766,177 shares, of which 3,766,177 shares

intended for share capital reduction and 10,000,000 shares for distribution under a Stock Option Plan

program.

Detailed information on the buy-back programmes run by the company is available on the website

www.transilvaniainvestments.ro, under Investor Relations/Buy-back notifications section.

Transilvania Investments Alliance S.A.

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Shareholding structure

According to the data provided by Depozitarul Central S.A. Bucharest, the shareholding structure of

Transilvania Investments as at 31 December 2025 was the following:

Shareholders

Number of

shareholders

Number of

shares held

% of

share capital

Individuals, total, of whom:

6,951,281

1,017,717,678

47.86

Residents

6,948,774

1,005,030,060

47.26

Non-residents

2,507

12,687,618

0.60

Legal entities, total, of which:

216

1,108,722,322

52.14

Residents

198

1,094,462,076

51.47

Non-residents

14,260,246

0.67

Total shareholders, of which:

6,951,497

2,126,440,000

100.00

Residents

6,948,972

2,099,492,136

98.73

Non-residents

2,525

26,947,864

1.27

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”, as at 31 December 2025, Transilvania Investments held

in portfolio stakes representing 50% and over 50% of the share capital of 20 companies, as described in

Annex No. 1 to this Report.

As at 31 December 2025, none of these subsidiaries held shares issued by the company (it is not

shareholder of Transilvania Investments).

List of the persons affiliated to the Company

The list of the Company's management staff, respectively the Executive Board members and the

Supervisory Board members and the detailed information regarding them, are presented in Chapter 7.1.

and Chapter 7.2. in the Corporate Governance Statement below.

The list of companies in which Transilvania Investments is the majority shareholder (subsidiaries) as at 31

December 2025 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 2025 is presented in Annex No. 2 to this report.

Related Party Transactions

Transilvania Investments' transactions with related parties were carried out during the normal course of

the Company's activity under normal market conditions and there were no significant transactions in 2025.

Detailed information regarding Transilvania Investments' transactions with related parties is presented in

Note 25 to the Financial Statements prepared as of 31 December 2025, attached 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 2025,

no such obligation is reflected into the annual financial statements.

Transilvania Investments Alliance S.A.

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6. FINANCIAL POSITION AND PERFORMANCE AS AT 31 DECEMBER 2025

In consideration of the amendments to IFRS 10, IRFS 12 and IAS 27, Transilvania Investments complies with

the conditions provided for by the definition of the investment entity and, consequently, the Company does

not consolidate its subsidiaries and prepares only separate financial statements in accordance with I.F.R.S.

The Company has analysed the obligation to submit a corporate income tax report, in order to comply with

the requirements of articles 39.2 – 39.7 of the F.S.A. Rule 39/2015 regarding the publication of corporate

income tax information. As it operates only in Romania, does not consolidate its subsidiaries (as detailed

above) and operates in the territory of a single Member State of the European Union and in no other tax

jurisdiction, the Company has concluded that it is not obliged to publish and ensure access to a report on

corporate income tax information.

Within the process of periodocal revaluation of the Company’s status as an investment entity, Transilvania

Investments has analysed whether the terms for its classification as an investment entity are complied with

also for the year 2025. 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, fair value measurement), and also the extent to which the typical characteristics of an

investment entity are complied with (it holds more than one investment, has more than one investor, non-

affiliated investors – the shares issued by the company do not belong to the company’s subsidiaries, it

owns holdings in equity in the form of equity or similar interests). It was concluded that also for 2025,

Transilvania Investments complies with the conditions of classification as an investment entity.

The statement of financial position as at 31 December 2025 is as follows:

-RON-

Indicators

31.12.2025

31.12.2024

31.12.2023

Cash and cash equivalents

72,337,466

18,507,269

60,202,503

Financial assets measured at fair value through profit or

loss

846,224,255

732,045,656

811,804,885

Government securities measured at fair value through

profit or loss

95,283,919

117,881,986

52,347,521

Financial assets measured at fair value through other

comprehensive income

1,398,358,304

1,027,186,801

875,074,595

Financial assets at amortised cost

637,225

7,554,912

2,955,488

Other assets

688,35

697,556

569,634

Income tax receivables

2,640,990

Intangible assets

62,865

77,016

124,564

Property, plant and equipment

23,200,232

19,203,166

20,018,840

Right of use assets under leases

1,281,313

1,162,589

902,902

Total assets

2,438,073,930

1,926,957,939

1,824,000,932

Financial liabilities

34,485,497

23,044,914

15,071,538

Lease liabilities

1,625,801

1,384,287

1,009,620

Deferred income tax liabilities

122,301,816

68,600,611

57,027,539

Current income tax liabilities

4,734,057

15,055,236

Other liabilities

2,149,183

2,552,792

2,435,052

Provisions for risks and charges

635,838

Total liabilities

165,296,355

96,218,441

91,234,823

Share capital

212,644,000

216,244,380

Retained earnings

444,401,637

232,405,905

390,300,023

Revaluation reserves on financial assets measured at fair

value through other comprehensive income

650,010,133

356,430,952

292,981,541

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 46/150

Revaluation reserve for property, plant and equipment

19,012,537

15,473,665

15,421,454

Other reserves

1,025,743,583

1,020,693,185

815,626,279

Own shares

(85,514,853)

(13,872,296)

(475,749)

Equity-based payments to employees and management

6,480,538

3,363,707

2,668,181

Total equity

2,272,777,575

1,830,739,498

1,732,766,109

Total liabilities and equity

2,438,073,930

1,926,957,939

1,824,000,932

The Statement of profit or loss and other comprehensive income as at 31 December 2025 is as follows:

-RON-

Indicators

31.12.2025

31.12.2024

31.12.2023

Dividend income

77,760,574

71,519,153

98,477,235

Bank interest income

3,039,663

2,081,031

2,684,194

Interest income from government securities classified as

financial assets at fair value through the profit or loss

account

7,349,056

4,684,343

1,913,399

Net gain/(loss) on financial assets at fair value through

profit or loss

142,140,106

4,216,832

153,310,939

Other operating income

358,552

439,592

25,965,457

Net operating income

230,647,951

82,940,951

282,351,224

Personnel expenses, total, of which:

(20,290,447)

(19,687,778)

(18,219,434)

Personnel remuneration expenses

(15,545,117)

(16,288,980)

(16,804,273)

Stock Options Plan Expenses

(5,039,989)

(3,400,572)

(1,415,161)

Income from the reversal of the provision for benefits to

employees, members of the Executive Board and the

Supervisory Board

294,659

1,774

Commission expenses

(4,327,379)

(2,878,939)

(2,489,823)

(Loss)/Reversal of loss from assets impairment

1,274

39,267

1,666,921

Operating expenses

(14,811,452)

(10,555,025)

(12,706,597)

Financing costs

(35,336)

(17,481)

(39,273)

(Loss)/Reversal of loss from provisions

635,838

1,207,201

Total expenses

(38,827,502)

(33,099,956)

(30,581,005)

Profit before tax

191,820,448

49,840,995

251,770,219

Income tax (expense)/benefit

298,082

(1,802,790)

(14,728,512)

Net profit of the year

192,118,530

48,038,205

237,041,707

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

360,491,250

94,551,479

169,769,794

Increase/(Decrease) in the revaluation reserve of property,

plant and equipment, net of deferred tax

3,645,564

52,211

107,94

Other comprehensive income of the year - total

364,136,814

94,603,690

169,877,735

Total comprehensive income of the year

556,255,344

142,641,895

406,919,442

Regarding the Statement of profit or loss and other comprehensive income, please note that, as of 1

January 2015, Transilvania Investments classified its financial investments in subsidiaries and associated

entities as financial instruments measured at fair value through profit or loss and available for sale,

classification that is found in the financial results of the year 2025.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 47/150

Cash flows

The Statement of Cash Flows as at la 31 December 2025 is as follows:

-RON-

Description

31.12.2025

31.12.2024

31.12.2023

Cash flows from operating activities, total, out of

which:

164,521,820

(3,947,658)

36,601,010

Proceeds from clients

7,056

326,179

192,830

Payments to suppliers and employees

(21,997,001)

(18,854,624)

(33,119,041)

Proceeds from government securities reaching

maturity

168,913,468

19,802,250

1,291,483

Proceeds from the sale of holdings

238,320,685

257,822,753

210,586,820

Payments for the purchase of holdings

(285,306,368)

(300,121,126)

(228,643,356)

Profit tax paid

(5,701,852)

(26,159,381)

(5,971,887)

Collected interest

3,039,663

2,081,030

3,194,694

Dividends collected (net of withholding tax)

77,760,575

71,519,152

98,477,235

Payments of contributions, taxes, duties due to the

state budget

(6,918,933)

(7,881,662)

(7,410,703)

Other payments related to the Company functioning

(2,722,457)

(1,883,592)

(1,382,137)

Other investment-related payments (including sales

brokerage fees)

(873,016)

(598,637)

(614,928)

Cash flows from investing activities-total, of which:

(1,963,685)

(468,768)

468,288

Payments for the purchase of tangible and intangible

assets

(2,070,894)

(1,073,477)

Proceeds from the sale of tangible assets

107,209

(468,768)

1,541,765

Cash flows from financing activities-total, of which:

(108,728,118)

(32,278,808)

(24,040,791)

Dividends paid to shareholders (including dividend

tax)

(21,292,132)

(20,797,819)

(19,498,891)

Payments for leasing agreements

(382,872)

(401,210)

(1,154,423)

Payments for own shares redeemed

(87,053,114)

(16,079,779)

(3,387,477)

Net (decrease)/ increase of cash and cash

equivalents

53,830,017

(41,695,234)

13,028,507

Cash and cash equivalents at the beginning of the

financial year

18,507,269

60,202,503

47,173,996

Cash and cash equivalents at the end of the

financial year

72,337,286

18,507,269

60,202,503

7. CORPORATE GOVERNANCE

Transilvania Investments implements the corporate governance principles provided by the Corporate

Governance Code (C.G.C.) of Bucharest Stock Exchange (BSE). The Company discloses, on a regular basis,

its degree of compliance with the C.G.C. principles and recommendations, within the “Apply or Explain”

Statement, which is included in its annual reports.

In 2025, the Company started the process of implementing the requirements of the new BSE Corporate

Governance Code, applicable from January 1, 2025. In this regard, a series of documents were drafted,

including Diversity Policy, Policy on the Selection, Nomination and Assessment of Management Structures,

Whistleblowing Procedure, Policy on Non-Audit Services, Internal Audit Regulations, Code of Ethics and

Conduct, Policy on Transactions with Affiliated Parties.

Moreover, in order to align with the provisions of the new Corporate Governance Code of the BSE, a

number of documents were revised/updated, such as: Transilvania Investments' Corporate Governance

Regulations, the Procedure for the selection, adequacy assessment and nomination of members of the

management structure and persons holding key positions within Transilvania Investments, and the

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 48/150

Corporate Social Responsibility Policy. The documents mentioned above have been approved by the

company's Executive Board and will be submitted to the Supervisory Board for approval once the

Supervisory Board has a functional structure, i.e., it will be composed of at least three members authorized

by the Financial Supervisory Authority.

The statement of Company’s compliance with the provisions of the C.G.C. as at 31 December 2025 is

presented in Annex No. 4 to this Report. This chapter on corporate governance is supplemented by the

Activity of the Supervisory Board in 2025, material which is presented to the shareholders together with

this Report.

In addition, the Annual Report 2025 includes explanations regarding the relevant events that took place in

2025 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 2025 (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 4-year mandate.

The members of the Supervisory Board perform their activity based on the management contracts

approved by the General Meeting of Shareholders, the Board Organisation and Operation Regulation and

the Articles of Incorporation of the Company.

In accordance with the provisions of the Companies Law, all the members of the Supervisory Board are

non-executive members, as none of the members holds an executive position within the Company, the

Company being managed in a two-tier system.

As at 01.01.2025, the Supervisory Board of Transilvania Investments consisted of four members: Mr.

Patriţiu Abrudan - Chairman, Mr. Marius-Petre Nicoară – Deputy Chairman, Mr. Vasile-Cosmin Turcu –

member and Mr. Horia-Cătălin Bozgan - member. The mandate of the Supervisory Board members was

valid until 19 April 2025.

We mention that, on 27 December 2024, a resignation letter from Mr. Constantin Frățilă from his position

as a member of the Supervisory Board was registered with the Company, taking effect on January 1, 2025.

The Ordinary General Meeting of Shareholders of 16.12.2024 approved the election of the new Supervisory

Board of the Company consisting of 5 members, namely Mr. Horia-Cătălin Bozgan, Mr. Marius-Petre

Nicoară, Mr. Vasile-Cosmin Turcu, Mr. Patrițiu Abrudan and Mrs. Adriana Tiron-Tudor, for a 4-year

mandate, between 20 April 2025 and 19 April 2029; the elected members will exercise their duties only

after their authorization by the Financial Supervisory Authority (Current Report no. 8701/16.12.2024).

Through the Authorization no. 42/17.04.2025, the Financial Supervisory Authority authorized the changes

in the significant conditions based on which the Company was authorizez, as a result of the appointment

of Professor Adriana Tiron-Tudor, PhD, as a member of the Supervisory Board, for a 4-year mandate,

starting on 20.04.2025 and until 19.04.2029, in accordance with the Resolution no. 1/16.12.2024 of the

Ordinary General Meeting of Shareholders (Current Report no. 2399/17.04.2025).

Consequently, as at 31 December 2025, the Supervisory Board of Transilvania Investments had only one

member, namely Professor Adriana Tiron-Tudor, PhD, while the other members elected by the Ordinary

General Meeting of Shareholders of 16 December 2024 were still undergoing the authorization procedure

with the Financial Supervisory Authority.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 49/150

Any agreement, understanding or family relationship between members of the Supervisory Board and

another person due to whom that person has been appointed member of the Supervisory Board - not

applicable.

Information regarding the members of the Supervisory Board whose mandates expired on 19 April 2025

and the new member of the Supervisory Board authorized by Authorization No. 42/17.04.2025 issued by

the Financial Supervisory Authority, can be found in the table below.

The CV of the new member of the Supervisory Board is available on the Company’s website, at

www.transilvaniainvestments.ro, in the “About Us” section.

Name, age, seniority

Qualification

Professional experience

Other professional

commitments and

obligations

Member of the Supervisory Board since 20 April 2025

Adriana Tiron-Tudor (57)

Independent

Economist - Faculty of

Economics and Business

Administration, Major in

Finance and Accounting,

Babeș-Bolyai University,

Cluj-Napoca

PhD in Economics, Major in

Accounting, Babeș-Bolyai

University, Cluj-Napoca

Certified Accountant, active

member of CECCAR

Financial Auditor, active

member of CAFR

Professor, PhD Supervisor in

the field of Accounting and

Audit – Faculty of Economics

and Business

Administration, Department

of Accounting and Audit,

Babeș-Bolyai University,

Cluj-Napoca

Manager, ATT Consulting

SRL, Cluj-Napoca

Manager, ATT Training SRL,

Cluj-Napoca

Chair of the Board,

Professional Accountancy

Education Europe

Observer, International

Panel on Accounting

Education (IFAC –

International Federation of

Accountants)

Country Champion –

International Financial

Reporting for Non-Profit

Organizations

Members of the Supervisory Board since 19 April 2025

Patriţiu ABRUDAN (71)

Independent

Chairman as of 28

February 2023

April 2021 - April 2025

Economist – Faculty of

Economic Sciences within

Babes-Bolyai University of

Cluj-Napoca

Master's Degree – Banking

and Capital Markets, Faculty

of Economics and Business

Management, Babes-Bolyai

University of Cluj-Napoca

Experience in banking, as

regional director

Experience in finance-

accounting, commercial and

marketing

N/A

Marius-Petre NICOARĂ

(67)

Independent

Deputy Chairman as of

28 February 2023

April 2021 - April 2025

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

Founder and shareholder of

the Compexit group of

companies

Horia-Cătălin BOZGAN

(53)

Independent

February 2024 - April

2025

Economist - Faculty of

Domestic and International

Commercial and Financial

Banking Relations of the

Romanian American

University of Bucharest

Executive MBA - Maastricht

School of Management –

Netherlands/ Bucharest

Experience in banking and

capital market

BSE authorized accountant

BSE authorized trader

Regional Manager of Banca

Transilvania, Brașov Branch

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 50/150

Vasile-Cosmin TURCU

(55)

Independent

February 2024 - April

2025

Engineer - Faculty of

Chemistry and Chemical

Engineering within Babeș-

Bolyai University of Cluj-

Napoca

Certified Reliability Leader –

American Association of

Asset Management

Professionals

Member in management

boards and CEO of

companies admitted to

trading on the regulated

market

Experience in petro-

chemical and

pharmaceutical sectors,

business partnership

development, business

process optimization,

managerial cultural change

President of the Board of

Directors, THR Marea

Neagră S.A.

Member of the Board of

Directors, Sinteza S.A.

Manager, PROMMENT

SERVICES SRL, Constanța

In order to assess the independence of its members, the Supervisory Board has adopted the criteria

provided by the Corporate Governance Code of Bucharest Stock Exchange. By reference to these criteria,

the Supervisory Board in office until April 19, 2025 included four independent members, as listed in the

table above. Also, the new member of the Supervisory Board, authorized by the F.S.A.., respectively Mrs.

Adriana Tiron-Tudor, is an independent member. 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 when any change regarding their status occurs.

Duties and activities of the Supervisory Board

The duties and responsibilities of the Board members are laid down by law and the Articles of Incorporation

of the Company and are detailed in the „Internal regulations”/„Policies and procedures governing the

operation of Transilvania Investments Alliance S.A. as an A.I.F.M.”.

The main duties of the Supervisory Board are as follows:

- appoints and dismisses the President and the other members of the Executive Board, establishes the

powers and duties of the members of the Executive Board, the terms and conditions of each member's

mandate, including the relevant criteria for monitoring and assessing the results of the activity

performed by the Executive Board and the Company, and regularly evaluates the application and

fulfilment of these criteria;

- continuously monitor the fulfilment by the Supervisory Board members, Executive Board members,

the compliance officer, the risk manager and the internal auditor of the assessment criteria based on

which they have been authorized by the F.S.A., respectively notified to the F.S.A., throughout the

exercise of these functions;

- supervises and is responsible for the strategic management of the Company and the fulfilment of the

established objectives;

- endorses the Company's business plan and evaluates its financial position;

- endorses the annual financial statements of the company after reviewing the report of the Executive

Board;

- oversees the application of corporate governance principles;

- approves, together with the Executive Board, the risk management policy, strategy and procedures;

- analyses the adequacy, effectiveness and updating of the risk management system for the effective

management of the company's assets and the management of the related risks to which the company

is exposed;

- prepares and reviews the remuneration policy of the Company, so that it is in line with business

strategy, long-term goals and interests and includes measures to prevent conflicts of interest;

- approves the annual plan of the internal auditor and compliance officer;

- reviews the adequacy, effectiveness and updating of the internal control system to ensure its

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 51/150

independence from the operational and support organisational structures within the company, which

it controls and monitors;

- endorses, upon the opinion of the Audit Committee, any transaction of the Company with any of the

companies with which it has close relations, the value of which is equal to or higher than 5% of the net

assets of the Company, according to the last financial report;

- endorses the conclusion of any operation with a value higher than the equivalent in RON of EUR

7,500,000 /operation, upon the Executive Board’s request;

- together with the Executive Board, performs a semi-annual valuation of the business continuity and

emergency plans;

- together with Executive Board, approves the Policies and Procedures governing the Internal ICT risk

management and control framework, in accordance with legal provisions;

- analyses and approves, at least annually, the Report on the review of the ICT risk management

framework, after its approval by the Executive Board.

The Supervisory Board is supported in its activity by a Secretary who also holds the position of Secretary of

the Board committees. The Secretary is mainly in charge of facilitating the communication between the

Supervisory Board and its committees, and between the Supervisory Board and the Executive Board and

for summoning and organizing the Supervisory Board meetings.

The Supervisory Board, whose mandate was valid until 19 April 2025, reviewed the Company’s position

and prospects and exercised its prerogatives in accordance with the applicable legislation, 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 by the Supervisory Board

during the period 1 January 2025 – 19 April 2025 are presented in the Activity of the Supervisory Board in

2025, material which is presented to the shareholders together with this Report.

We would like to mention that, before the termination on 19.04.2025 of the mandate of the former

Supervisory Board, the latter adopted a series of measures, implemented by the Executive Board, aimed

at ensuring the proper carrying on of the Company's activity until the new Supervisory Board will be fully

operational, namely it will be composed of at least three members authorized by the FSA. Some of the

measures adopted in this regard by the Supervisory Board, which have been brought to the investors’

attention through the Current Report no. 2400/17.04.2025, are the following:

➢ The Executive Board may issue any norms/decisions/instructions within its competencies.

➢ The interim financial statements shall be approved by the Executive Board and published in

accordance with the Company’s Financial communication calendar, and the shareholders and

investors will be informed that such statements had not been endorsed by the Supervisory Board.

➢ In the event of gradual authorization of the Board members, in a lower number than the minimum

number required (3 members), the Executive Board shall proactively inform the authorized

Supervisory Board members regarding the activities and operations carried out by the Company

for which the Supervisory Board/Advisory Committees would have been consulted to issue an

opinion, until the date of authorization of a fully operational Supervisory Board structure.

➢ The Executive Board shall promptly submit to the authorized operational Supervisory Board the

documents drafted by the Company for which, usually, the Supervisory Board/Advisory

Committees would have been consulted to issue an opinion.

➢ The Executive Board shall inform the first authorized Supervisory Board, through an Activity

Report, about the operational activity carried out during the entire period in which the structure

of the Supervisory Board/Advisory Committees was not functional.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 52/150

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

At 31 December 2025, the member of the Supervisory Board, authorized by the F.S.A. through

Authorization No. 42/17.04.2025, namely Ms. Adriana Tiron-Tudor held 32 shares issued by Transilvania

Investments.

Committees of the Supervisory Board

The Supervisory Board has set up a series of committees in charge with carrying out investigations and

drafting recommendations to the Board, whose activity is carried out under the legal provisions and the

Organisation and Operation Regulation of the Board.

Given that, as of 20 April 2025, the Supervisory Board had only one member authorized by the F.S.A., the

board committees could not be established.

The Supervisory Board committees that operated in 2025, until the expiry of the former Supervisory

Board's mandate (April 19, 2025), were as follows:

Audit committee

The composition of the Audit Committee as at 19 April 2025 was the following: Mr. Patriţiu Abrudan –

Chairman, Mr. Horia–Cătălin Bozgan – member and Mr Vasile-Cosmin Turcu - member. This composition

of the audit committee was set based upon the Resolution of the Supervisory Board of 29 July 2024.

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

- ensures the Company’s relation with the financial auditor, the conclusion and proper enforcement of

the audit contract, according to the resolution of the General Meeting of Shareholders;

- selects the internal auditor and reviews the quality of the reports prepared by the internal auditor

with regard to the application of the legal standards and generally accepted audit standards, assuring

the Supervisory Board that the reports are compliant to the audit plan approved by the Supervisory

Board for each financial year;

- monitors the statutory auditing of the financial statements prepared by the company in compliance

with the applicable laws, as well as any reports prepared upon the shareholders’ request;

- monitors the efficiency of the Company’s internal control system (internal audit, compliance and risk

management system);

- conducts an annual assessment of the internal control system, the effectiveness and

comprehensiveness of the internal audit, compliance and risk management function, the adequacy of

the risk management and internal control reports;

- assesses, together with the compliance officer, the conflicts of interest in relation to the transactions

carried out by the Company and its subsidiaries with the related parties;

- analyses the compliance of the accounting policies adopted by the Company with the applicable

accounting regulations, assuring the Supervisory Board that they determine a fair and accurate

presentation of the transactions carried out by the Company in accordance with its scope of business.

Risk committee

The composition of the Risk Committee as at 19 April 2025 was the following: Mr. Horia–Cătălin Bozgan-

Chairman and Mr. Patriţiu Abrudan – member. This composition of the risk committee was set based upon

the Resolution of the Supervisory Board of 16 December 2024.

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

assesses, on regular basis, the risk management system, based on the quarterly reports on risk

assessment, and makes proposals to improve it;

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 53/150

endorses and submits recommendations regarding the implementation of the main procedures,

internal regulations, investment/divestment and risk management policies and strategies;

makes recommendations to the Supervisory Board regarding its responsibility to approve the

Company's risk appetite and risk tolerance limits.

Nomination committee

The composition of the Nomination Committee as at 19 April 2025 was the following: Mr. Patriţiu Abrudan

- chairman, Mr. Horia–Cătălin Bozgan – member and Mr. Vasile-Cosmin Turcu -member. This composition

of the Nomination Committee was set based upon the Resolution of the Supervisory Board of 29 July 2024.

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

prepares 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

individuals holding key positions, so as to ensure compliance with the applicable legal provisions and

the Company’s Articles of Incorporation, policy that is subject to the approval of the Supervisory

Board;

properly implements the approved selection and assessment policy;

makes recommendations regarding the nomination of the candidates for the Supervisory Board, the

provisional members of the Supervisory Board, the members of the Executive Board and of the

individuals holding key-positions, in compliance with the applicable legislation;

assesses, at least annually, the independence of the Supervisory Board members;

assesses the compliance by the members of the Supervisory Board and Executive Board, the

provisional members of the Supervisory Board and the individuals holding key-positions with the

specific criteria provided by the capital market regulations, in view of their approval by the F.S.A. and

monitors the compliance with such criteria throughout the exercise of the functions.

Remuneration committee

The composition of the Remuneration Committee as at 19 April 2025 was the following: Mr. Marius-Petre

Nicoară – Chairman and Mr. Horia–Cătălin Bozgan – member. This composition of the Remuneration

Committee was set based upon the Resolution of the Supervisory Board of 28 October 2024.

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

- revises, reports, gives advice and prepares the decisions on remuneration, assists the Supervisory

Board in fulfilling its duties and responsibilities regarding the remuneration policy and

monitors/supervises the remunerations of the members of the Executive Board;

- analyses and submits proposals for the Supervisory Board regarding the total annual variable

remuneration package within the company, according to the Remuneration Policy;

- proposes performance objectives for granting cash remuneration or proposes objectives for granting

shares under the Stock Option Plan (S.O.P.) programs;

- annually assesses the performance of the Executive Board members and of the individuals holdings

key functions and makes proposals to the Supervisory Board regarding their remuneration.

Details regarding the activities carried out by the Supervisory Board committees during 1 January 2025 –

19 April 2025 are presented in the Activity of the Supervisory Board in 2025, material attached to this

Report. Additionally, the detailed activities of the Remuneration Committee are presented in the Activity

of the Remuneration Committee in 2025, material annexed to the material on the activity of the

Supervisory Board in 2025 and prepared in accordance with the provisions of the F.S.A. Regulation No.

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2/2016 on the application of corporate governance principles by entities authorized, regulated, and

supervised by the Financial Supervisory Authority.

7.2 Information on the Executive Board

The Executive Board of Transilvania Investments ensures the actual management of the Company. In

accordance with the provisions of the Articles of Incorporation, the Executive Board consists of three

members, who are appointed by the Supervisory Board, one of whom is appointed Executive President

and two of whom are appointed Executive Vice-President.

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

additional 4-year periods.

The members of the Executive Board perform their activity based on mandate contracts (signed on behalf

of the Company by a member of the Supervisory Board appointed for this purpose), the Organisation and

Operation Regulation of the Executive Board and the Articles of Incorporation of the Company.

The members of the Executive Board must meet the requirements stipulated by the law, as well as those

regarding professional competence, relevant experience, integrity, good reputation and governance,

provided by the applicable F.S.A. regulations and included in the Procedure regarding the assessment of

the preliminary and continuous adequacy of the members of the management structure and of the persons

holding key functions within Transilvania Investments. The members of the Executive Board are subject to

authorisation by the Financial Supervisory Authority.

Members of the Executive Board

As at 1 January 2025, the Company’s Executive Board consisted of three members: Mr. Marius-Adrian

Moldovan –Executive President (F.S.A. Authorization No. 88/09.08.2024), Mr. Răzvan-Legian Raț –

Executive Vice-President (F.S.A. Authorization No. 50/19.04.2024), and Ms. Stela Corpacian – Executive

Vice-President (F.S.A. Authorization No. 52/26.04.2024).

On April 14, 2025, Mrs. Stela Corpacian - Executive Vice-President submitted her unilateral decision to

resign as a member of the Executive Board as of April 21, 2025 (Current report no. 2263/14.04.2025).

Consequently, as of 31 December 2025, the Executive Board consisted of two members: Mr. Marius-Adrian

Moldovan – Executive President and Mr. Răzvan-Legian Raț – Executive Vice-President. The mandate of

the Executive Board members is valid until 20 April 2028.

Any agreement, understanding or family relationship between members of the Executive Board and

another person due to whom that person has been appointed member of the Executive Board - not

applicable.

The information on the members of the Executive Board can be found in the table below. The CVs of the

members of the Board are available on the Company website, at www.transilvaniainvestments.ro, in the

Section About us.

Name, age, position,

seniority

Qualification

Professional experience

Other professional

commitments and

obligations

Members of the Executive Board as at 31.12.2025

Marius-Adrian MOLDOVAN

(45)

Executive President

Since August 2024

Position also held during

2020-2021

Economist - Faculty of

International and

Financial Banking

Relations, Romanian

American University

Legal advisor – Faculty

of Law, Romanian

American University

Over 2 decades of

experience in the capital

market, as a fund manager,

head of trading, broker,

investment consultant.

Extensive experience in

tourism, real estate and

industry, as a member of the

President of the Board of

Directors, Turism Felix S.A.

President of the

Supervisory Board, Aro-

Palace S.A

President of the Board of

Directors, FEPER S.A.

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Executive MBA – WU

Executive Academy

Board of companies in these

sectors.

Member of the Advisory

Board, CEECAT (non-

executive and unpaid

position)

Răzvan-Legian RAȚ (42)

Executive Vice-President

Since April 2024

Economist - Faculty of

Economic Sciences,

Dimitrie Cantemir

Christian University in

Cluj-Napoca

Capital market and

management experience

acquired both through

executive positions held in BRK

Financial Group and other

companies, and as a member

of the Board of Directors of the

Bucharest Stock Exchange.

Member/Secretary

General of the Board of

the Bucharest Stock

Exchange S.A.

President of the Board of

Directors, Turism Lotus

Felix S.A.

Member of the Board of

Directors, THR Marea

Neagră S.A.

President of the Board of

Directors, Tușnad S.A.

President of the Board of

Directors, Transilvania

Leasing și Credit IFN S.A.

Members of the Executive Board until 20.04.2025

Stela CORPACIAN (45)

Executive Vice-President

Since August 2022

Economist – Chișinău

Academy of Economic

Studies

Executive MBA – WU

Executive Academy

FCCA, ACCA member

CFA

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

President of the Board of

Directors, FEPER S.A.

(until May 15,2025)

Member of the Board of

Directors, Independența

S.A.

In 2025, in order to meet the obligations on continuous professional training and development, established

by the F.S.A. regulations, the members of the Executive Board and Mrs. Adriana Tiron-Tudor – member of

the Supervisory Board participated in the program “Continuous professional training for management

positions”, organised by AS Financial Markets during 29.09.2025 and 14.11.2025.

Duties and activities of the Executive Board

The duties and responsibilities of the Executive Board members are laid down by law, the Articles of

Incorporation of the Company and are detailed in the „Internal regulations”/„Policies and procedures

governing the operation of Transilvania Investments Alliance S.A. as an A.I.F.M.”.

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

ensures the day-to-day running of the Company's activity in order to fulfil the resolutions adopted by

the General Meeting of Shareholders and/or the Supervisory Board;

is responsible for the management and proper running of the Company’s activities, including for

enforcing the policies and meeting the objectives;

represents the Company in relations with third parties;

establishes the strategy and policies for the development of the Company, including the organisational

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chart, approves the work policies and procedures, the number and type of jobs and the Internal

Regulation;

manages the Company's assets and is responsible to the General Meeting of Shareholders and the

Supervisory Board for the management thereof;

approves the conclusion of any operations of the Company whose value does not exceed the

equivalent in RON of EUR 7,500,000/operation. For operations exceeding the threshold, the

endorsement of the Supervisory Board is requested;

convenes the General Meeting of Shareholders whenever necessary or upon the request of entitled

persons;

reviews and approves annually the risk management policy and the measures, procedures and

techniques for its application, including the risk limit system; they shall be subsequently approved by

the Supervisory Board;

assesses, monitors and at least yearly revises the risk management systems;

approves and reviews on a regular basis the adequacy of the internal procedures for the adoption of

investment decisions, in order to ensure that such decisions are compliant with the approved

investment strategies;

is responsible for the implementation of the policies and practices on remuneration and preventing

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

assesses, together with the Supervisory Board, the business continuity and emergency plans on a semi-

annual basis;

submits to the Supervisory Board reports on the management of the Company on a quarterly basis or

at any time as requested by the Supervisory Board, including financial information and, at the request

of the Board, any data and information on the Company's activity.

Meetings of the Executive Board and participation of its members

During 01.01.2025 - 31.12.2025, 111 meetings of the Executive Board took place. Mr. Marius-Adrian

Moldovan-Executive President and Mr. Răzvan-Legian Raț- Executive Vice President attended all meetings,

while Ms. Stela Corpacian- Executive Vice President attended 37 meetings (until the end of her mandate

on April 20, 2025).

The main activities performed by the Executive Board in 2025, without limitation thereto, were the

following:

- adoption of decisions relating to the portfolio management (sale/acquisition of holdings including

by public tender offers and participation to share capital increase, requests to convene/supplement

the agenda of general meetings of shareholders, submission of draft resolutions in respect to the

items on the agenda of the general meetings of shareholders, approval of the voting options for the

general meetings of shareholders of portfolio companies, approval of the submission of candidacies

for election to the position of member of the Board of Directors, approval of the Exit Strategy

Implementation Plan, financial analysis of the Company’s subsidiaries, analysis of the

implementation by the Company's subsidiaries of the Policies for ensuring an efficient management

of the company, participation in corporate events);

- approval of the fair values of the financial instruments in the portfolio;

- convening of the ordinary and extraordinary general meetings of the Company's shareholders of

10.03.2025, 28.04.2025 and 07.10.2025, approval of the procedures regarding the organization and

conducting of the meetings and the materials related to the agenda;

- approval of the reports, interim and annual financial statements prepared by the Company in

accordance with the applicable legal regulations; approval of the Company's Sustainability Report

for 2024;

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- approval the Internal ICT risk management and control framework, the Digital Operational

Resilience Strategy, setting up of the Commission for monitoring the agreements with ICT third-

party service providers, and defining the composition and duties thereof;

- review of the annual report on the activity carried out by the Compliance Officer in 2024 (including

the report on the activity on the anti-money laundering, terrorist financing and the administration

of international sanctions on capital market) and the investigation plan for 2025, and review of the

report on the risk management activity carried out in 2024;

- approval of the methods of implementation of the share buy-back programme approved through

the E.G.M.S. Resolution No. 1/10.03.2025; approval of the conduct of the Tender Offer, the offer

price and the afferent documentation in order to be submitted to the F.S.A.;

- approval of the payment modalities for dividends afferent to the year 2024 and the signing of the

contract with the paying agent, updating of the Shareholder Remuneration Policy;

- approval of the updated rules regarding the evaluation of Transilvania Investments' financial assets,

revision of the Procedure on the anti-money laundering, terrorist financing and the administration

of international sanctions on capital market;

- annual analysis of the fulfilment of the criteria defining Transilvania Investments as an investment

entity;

- analysis of the internal audit reports, approval of the action plans and deadlines for the

implementation of the internal auditor's recommendations;

- analysis of monthly and quarterly activity reports of the company's departments and adoption of

decisions to improve their efficiency; analysis of the fulfilment of performance indicators (KPIs) for

2024 and approval of performance indicators for 2025; approval of the Stimulation and Reward Plan

for identified personnel for 2025;

- approval of the risk reports prepared quarterly by the Risk Management Department, analysis of the

portfolio prudential diversification risk diagram and of the information regarding the market and

liquidity risk, prepared monthly by the Risk Management Department; analysis of the results of

stress tests/crisis simulations under normal and exceptional market conditions;

- approval of the revised Business Continuity Plan/BCP of Transilvania Investments and of the

Executive Board's response plan regarding the implementation of the measures ordered by the

Supervisory Board related to BCP; assessment of the implementation of the BCP;

- preparation of quarterly reports on the Company running by the Executive Board and submitting

them to the Supervisory Board, for information purposes;

- submission of information, reports and answers to the Financial Supervisory Authority upon request

of the latter.

We mention that during the period 20.04.2025 - 31.12.2025, the activity of the Executive Board was carried

out in compliance with the measures ordered by the Company's Supervisory Board prior to the expiry of

its mandate (as presented in Chapter 7.1. above), aiming to ensure the continuity of the Company's activity

in good conditions until the new Supervisory Board has a functional structure, namely a minimum of 3

members authorized by the Financial Supervisory Authority.

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

At 31 December 2025, the members of the Executive Board held together 2,340,000 shares issued by the

Company, representing 0.1100% of the share capital of Transilvania Investments, the individual

shareholdings being as follow: Mr. Marius-Adrian Moldovan – 1,620,000 shares (0.0762% of the share

capital), and Mr. Răzvan-Legian Raț – 720,000 shares (0.0339% of the share capital).

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7.3 Diversity issues at the level of the management structure

Transilvania Investments promotes and supports diversity within the management structure regarding

gender aspects and in terms of education and professional experience, age, disabilities and ensures equal

opportunities and fair treatment in terms of access to a position within the management bodies.

Given that the Company is an entity regulated by the Financial Supervisory Authority, the candidates

nominated for positions on the Supervisory Board and the Executive Board are assessed in terms of

competence and professional experience, integrity, good reputation and governance, as provided for in

the F.S.A. Regulation No. 1/2019 on the assessment and approval of members of the management structure

and persons holding key positions within entities regulated by the F.S.A.

From the presentation in Chapters 7.1. and 7.2. of this Report, it can be seen that on December 31, 2025

the Company's management bodies (Supervisory Board and Executive Board) consisted of three members,

namely two executive members (members of the Executive Board, namely the Executive President and an

Executive Vice-President) and one non-executive member (member of the Supervisory Board). The

executive members are men, and the non-executive member is a woman. Therefore, on the reference date

of December 31, 2025, only one woman was a member of the Company's management bodies, serving as

a member of the Supervisory Board.

We would like to remind that the Ordinary General Meeting of Shareholders of December 16, 2024

approved the election of the Company's new Supervisory Board, consisting of five members, namely Mr.

Horia-Cătălin Bozgan, Mr. Marius-Petre Nicoară, Mr. Vasile-Cosmin Turcu, Mr. Patrițiu Abrudan, and Mrs.

Adriana Tiron-Tudor, for a four-year mandate, between April 20, 2025 and April 19, 2029, with the duties

of Supervisory Board member to be exercised after obtaining the decision of approval issued by the

Financial Supervisory Authority. On December 31, 2025, only one member of the Supervisory Board was

authorized by the FSA, namely Mrs. Adriana Tiron-Tudor.

Although the Company recognizes and promotes the importance of gender diversity within the

management bodies, currently the Company has not achieved any of the objectives set out in art. 109

para. (1) of Law no. 11/2025 amending and supplementing Law no. 24/2017 on issuers of financial

instruments. Among the reasons, we can identify aspects such as the low number of female candidates for

management positions (Supervisory Board and Executive Board) with relevant experience in the specific

field in which Transilvania Investments operates or certain particularities of the field of activity that,

traditionally, attract more male candidates than women.

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

mention:

➢ approval by the Extraordinary General Meeting of Shareholders on 16.12.2024, at the proposal of

the Company's Executive Board, of the amendment and revision of the Company's Articles of

Incorporation, by including provisions regarding the promotion of diversity in all its forms within

the selection and nomination process of the Supervisory Board members, including gender equity,

taking into account the candidates' competences, experience and integrity;

➢ approval by the Ordinary General Meeting of Shareholders on 16.12.2024 of the election of the

Supervisory Board of the Company, consisting of 5 members, including a female person. The

members elected by the general meeting of shareholders will exercise their duties after obtaining

the approval decision issued by the Financial Supervisory Authority.

Additionally, within the context of implementing the provisions of the new Corporate Governance Code of

the Bucharest Stock Exchange, Transilvania Investments has developed a Diversity Policy that establishes

the rules and mechanisms for promoting diversity and inclusion at the level of the Supervisory Board and

the Executive Board, and which aims to achieve the following objectives:

➢ increasing diversity in management structures and among employees;

➢ promoting equal opportunities and combating discrimination;

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➢ ensuring a balanced representation of gender, age, and professional skills;

➢ increasing the transparency of the recruitment and promotion process;

➢ creating an inclusive and supportive work environment for professional development.

The diversity policy establishes the overall objective in terms of gender diversity, namely at least 33% of

the total members of the Supervisory Board and the Executive Board, or at least 40% of the total members

of the Supervisory Board belong to the underrepresented gender, in compliance with the principle of equal

opportunity and gender neutrality, in conditions of equivalent competence.

In the same context, the Policies and procedures regarding the selection, suitability assessment, and

nomination of members of the management structure and persons holding key positions were revised, by

including the provision that the nomination process will be carried out in accordance with the principle of

diversity, both individually and collectively, with a view to establishing balanced, competent, and

representative management structures.

The Diversity Policy and the Policies and Procedures regarding the selection, suitability assessment and

nomination of members of the management structure and persons holding key positions were approved by

the Executive Board and will enter into force following their approval by the Supervisory Board. We note

that, as of the date of this report, the Supervisory Board consisted of a single member authorized by the

F.S.A., while the other four members elected by the Ordinary General Meeting of Shareholders of 16

December 2024 are currently undergoing the authorization process.

The Company will implement active measures to monitor and assess the progress made in achieving the

gender diversity objectives and will report annually on the outcomes in terms of gender representation

within its management bodies, taking into account the deadlines and legal provisions in force.

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

The remuneration of the Supervisory Board and Executive Board members, as well as the other categories

of identified personnel, is done in accordance with the Company’s Remuneration policy approved by the

Ordinary General Meeting of Shareholders. The remuneration policy was drafted in compliance with the

provisions of Law no. 74/2015 on alternative investment fund managers, the ESMA Guide 232/2013 and

Law no. 24/2017 on issuers of financial instruments and market operations. The remuneration policy is

available on the Company website, along with the result of the shareholders' vote.

According to the company’s remuneration policy, the remuneration of the members of the Supervisory

Board and of the Executive Board, as well as of the other identified personnel categories, as they are

defined in the remuneration policy, has a fixed component and it may also include a variable component

of the remuneration and/or other benefits.

The fixed monthly remuneration of the members of the Supervisory Board who held office until April 19,

2025, was approved by the Ordinary General Meeting of Shareholders on April 22, 2024, as follows: 3.56

average gross salaries per Company for the Chairman, 2.84 average gross salaries per Company for the

Vice-Chairman, and 2.43 average gross salaries for the other members of the Supervisory Board.

The fixed monthly remuneration of the members of the Supervisory Board, elected by the Ordinary General

Meeting of Shareholders of December 16, 2024, were approved by the latter as follows: 2.65 average gross

salaries per Company for the Chairman and 2.25 average gross salaries for the other members of the

Supervisory Board. In accordance with the terms of the management contracts, approved by the same

O.G.M.S., the members of the Supervisory Board serving on advisory committees are granted an additional

remuneration of 10% of the individual gross monthly remuneration, irrespective of the number of

committees which they are part of.

The limits of the fixed monthly remuneration of the Executive Board members, stipulated in the Company’s

Remuneration policy, approved by the Ordinary General Meeting of Shareholders of April 22, 2024, are as

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follows: between 3 and 6 company-average gross salaries for the President of the Executive Board and

between 2.5 and 5 company-average gross salaries for the Vice-Presidents of the Executive Board. The

effective level of remuneration is laid down in the mandate contracts.

Starting 2021, the Company has adopted a variable remuneration system based on qualitative and

quantitative performance criteria. The variable remuneration of the members of the Executive Board and

the persons holding key functions (compliance officer and risk manager) is approved by the Supervisory

Board and the variable remuneration of the personnel identified by the Remuneration Policy is approved

by the Executive Board in accordance with the legal provisions in force. The variable remuneration of the

Supervisory Board members is approved by the general meeting of shareholders.

In accordance with the Remuneration Policy, the variable remuneration shall not exceed 1.2% of the

average total assets value afferent to the year for which the variable remuneration is determined, value

calculated and reported in accordance with the legal provisions in force.

According to the Remuneration Policy, starting with the year 2022, the variable remuneration is granted

exclusively in the form of shares issued by the Company, with an initial component of 60% and a component

of 40% subject to the deferral period of 3 years.

During 2025, the variable remuneration granted to the Supervisory Board members and the Executive

Board members, as well as the other identified personnel categories consisted of:

1. shares issued by the Company, based on the Incentive and reward plan for the identified personnel

through free share grants („Stock Option Plan”) for the year 2021 (last deferred instalment);

2. cash, based on the Remuneration policy valid for the year 2021, according to the provisions of the

Incentive and reward plan for the identified personnel through free share grants (‘Stock Option Plan

(„Stock Option Plan”) for the year 2021 (last deferred instalment).

Please note that the variable remuneration stipulated in the Remuneration policy valid on the approval

date of the SOP 2021 (policy approved through the O.G.M.S. Resolution no. 1/28 April 2021),

comprised of 50% shares issued by the Company and 50% cash, having an initial component of 50%

and a 50% component subject to the deferral period).

3. shares issued by the Company, based on the Incentive and reward plan for the identified personnel

through free share grants („Stock Option Plan”) for the year 2022 (2

deferred instalment);

4. shares issued by the Company, based on the Incentive and reward plan for the identified personnel

through free share grants („Stock Option Plan”) for the year 2023 (1

deferred instalment).

We would like to emphasise that the deferred instalments referred to in points 1, 3 and 4 above were

not allocated to the Supervisory Board members, the Executive Board members and persons holding

key positions due to the lack of a functional structure of the Supervisory Board starting with 20 April

2025, the latter being the competent body for issuing decisions on variable remuneration for the

above-mentioned persons.

5. shares issued by the Company, based on the Incentive and reward plan for the identified personnel

through free share grants („Stock Option Plan”) for the year 2024 (initial component).

On 16 October 2025, the Company published the Information Document on the allocation of free

shares to the identified personnel of Transilvania Investments Alliance S.A., namely 7,000,000 shares,

representing 0.3255% of the share capital, shares representing the variable remuneration related to

the Stock Option Plan for the year 2024 (initial component) for the Executive Board members, the

Compliance Officer, the Risk Manager, and other individuals enrolled in the Incentive and reward plan

for the identified personnel through free share grants („Stock Option Plan”) for the year 2024.

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The allocation of the above-mentioned shares was based on E.G.M.S. Resolution No. 1/22.04.2024,

whereby the shareholders approved the buy-back of 10,000,000 shares for distribution free of charge

to the Supervisory Board members, the Executive Board members, and the identified personnel within

a 2024 Stock Option Plan.

Transilvania Investments submitted to the F.S.A. and published on its website the statement regarding

the shares transferred into the account of the persons discharging managerial responsibilities, in

accordance with the provisions of Regulation (EU) No. 596/2014 and Regulation (EU) No. 522/2016.

The variable remuneration for the year 2024 for the members of the Supervisory Board was approved

by the O.G.M.S. of 28 April 2025 and consists of a total number of 3 million shares to be allocated

under the Stock Option Plan for 2024 and in accordance with the Remuneration Policy.

Considering that, as of April 20, 2025, the Supervisory Board of Transilvania Investments had a

structure that did not allow for statutory decisions to be made, as it consisted of only one authorized

member (out of the five members elected by the O.G.M.S. on December 16, 2024), the shares

representing the variable remuneration for 2024 have not yet been allocated to the members of the

Supervisory Board whose term of office ended on April 19, 2025.

Also, given the situation described above, the variable remuneration for 2024 for the members of the

Executive Board was approved by the Ordinary General Meeting of Shareholders of October 7, 2025,

and consists of 3,600,000 shares, of which 2,400,000 shares are for the Executive President and

1,200,000 shares for the Executive Vice-President. According to the Remuneration Policy and the

Incentive and reward plan for the identified personnel through free share grants („Stock Option Plan”)

for the year 2024, the initial component of variable remuneration represents 60%, and the difference

of 40% is subject to a three-year deferral period. In addition, the Ordinary General Meeting of

Shareholders of October 7, 2025, empowered the Executive Board to conduct an annual performance

assessment of key personnel, namely the compliance officer and risk manager, and to determine their

variable remuneration for 2024.

Information regarding the remuneration paid in 2025 to the members of the Supervisory Board and the

Executive Board is available in Chapter 7.5 below, in the Remuneration Report for 2025 (Annex 6 to this

report) and in the financial statements as at 31 December 2025.

7.5 Information on the total remuneration paid by Transilvania Investments in 2025 to employees,

persons discharging managerial responsibilities and persons whose professional activities have a

material impact on the risk profile of the A.I.F.M.

Indicators/gross amounts

Expenses afferent

to 2025 (RON)

Amounts paid in

2025 (RON)

Amounts to be

paid or deferred

in 2026 (RON)

Number of

beneficiaries

1. Remuneration granted to all

Transilvania Investments Alliance

personnel

12,527,210

14,138,805

2,657,856

Fixed remuneration

11,920,990

Variable remuneration except for

performance fees, of which:

606,221

2,217,815

2,657,856

- Cash

294,658

- Other forms (shares)

311,562

1,923,157

2,657,856

Variable remuneration paid as

performance fees

2. Remuneration granted to the

identified personnel

12,527,210

14,138,805

2,657,856

A. Supervisory Board members, of

which:

1,382,414

1,372,420

Fixed remuneration

1,238,654

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Variable remuneration except for

performance fees, of which:

143,760

1,372,420

- Cash

143,760

- Other forms (shares)

1,372,420

Variable remuneration paid as

performance fees

B. Executive Board members, of

which:

2,639,081

3,467,901

802,691

Fixed remuneration

2,561,031

Variable remuneration except for

performance fees, of which:

78,050

906,870

802,691

- Cash

78,050

- Other forms (shares)

828,820

802,691

Variable remuneration paid as

performance fees

C. Control functions (risk and

compliance), of which:

899,328

1,037,218

86,730

Fixed remuneration

895,718

Variable remuneration except for

performance fees, of which:

3,611

141,501

96,730

- Cash

3,611

- Other forms (shares)

137,890

96,730

Variable remuneration paid as

performance fees

D. Identified personnel according

to Transilvania Investments

Alliance Remuneration Policy, of

which:

7,606,387

8,251,272

386,014

Fixed remuneration

7,225,586

Variable remuneration except for

performance fees, of which:

380,801

1,025,685

386,014

- Cash

69,239

- Other forms (shares)

311,562

956,447

386,014

Variable remuneration paid as

performance fees

During 2025, the Company paid variable remunerations in the form of shares representing deferred

instalments afferent to the years 2021, 2022 and 2023 for employees, 60% of the variable remuneration

afferent to the year 2024 for the identified personnel, as well as the variable remuneration in the form of

cash, representing the third deferred instalment afferent to the year 2021.

It should be noted that staff changes during 2025 (incoming staff – 5, leaving staff - 2) did not impact

the level of remuneration afferent to the financial year 2025.

7.6 Situation of 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 2025 financial year, the Company was involved in several litigations which, according to

the Company’s management assessment, are not expected to have a significant adverse effect on the

Company’s results and financial position, as they are reflected in the annual financial statements prepared

for the 2025 financial year.

During the 2025 financial year, the number of litigations involving the Company and former members of

the management structures was relatively limited.

As of 31 December 2025, six litigations were recorded between the Company and its management

structures (four carried over from the previous year and two newly initiated), namely: one claim action

filed by Mr. Constantin Frățilă, seeking payment of the indemnities related to his position as member of

the Supervisory Board, which were not collected during the period in which his approval was withdrawn

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by the F.S.A.; one claim action filed by a former member of the Executive Board for indemnities due upon

the expiry of the mandate without renewal; an action for annulment and one for the suspension of a

resolution of the Supervisory Board initiated by Mr. Constantin Frățilă, an appeal against the dismissal

decision filed by Mr. Radu-Claudiu Roșca and an action for annulment of the O.G.M.S. resolution of 28 April

2025 initiated by Mr. Radu-Claudiu Roșca.

The statements of litigations in which Transilvania Investments Alliance was involved throughout 2025

having as subject matters claims, appeal against the dismissal decision, annulment of the O.G.M.S.,

annulment of the Supervisory Board resolutions or the Financial Supervisory Authority decisions is set out

in the Annex no. 7 to this Report.

Other existing litigations concerned the defence of the interests and other patrimonial rights of the

Company, with the most relevant ones relating to the case against Hoteluri Restaurante Sud S.A.

During the year 2025, the Financial Supervisory Authority carried out a permanent inspection, following

which Decisions No. 821 and No. 825 of 26.08.2025 were issued, decisions which were appealed in court.

7.7 General Meeting of Shareholders and Shareholder’s 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.

Within 24 hours as of the date the general meeting of shareholders is gathered, the Company sends to the

B.S.E. and the F.S.A. the current report on the resolutions adopted by the General Meeting of Shareholders.

The G.M.S. resolutions are published in the Official Gazette of Romania, Part IV, and on the company’s

website.

Shareholders rights in respect to the general meetings of the shareholders

Transilvania Investments encourages the shareholders to participate in the general meetings and

endeavours to facilitate their participation in the meetings and the full exercise of their shareholders rights.

The shareholders rights regarding the general meeting of shareholders are stipulated in the legal

regulations, i.e. the Company Law no. 31/1990, Law no. 24/2017 and the applicable F.S.A. 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 before the date on which 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.

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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 to be approved 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 2025, five general meetings of shareholders took place, as follows:

The Extraordinary General Meeting of Shareholders of 10 March 2025, during which the shareholders

mainly approved the following:

- the buy-back by the Company of its own shares, on the market where the shares are listed and/or

through public tender offers, including public tender offers made through public exchange offers (the

"Buy-back Programme"). The Buy-back Programme will consider the redemption of a maximum

number of 185 million own shares, of which 175 million shares for the reduction of the share capital

by cancelling the bought-back shares and 10 million shares for distribution under a Stock Option Plan.

The program will be carried out at a minimum price of RON 0.3000/share and a maximum price of RON

0.5000 /share and will have an aggregate value of up to RON 92.50 million.

If the Company carries out public tender offers through public exchange offers, the Company will offer,

in exchange for up to 150 million of its own shares, shares of THR Marea Neagră, symbol "EFO," and

the difference in cash.

contracting by the Company of one or more loans totalling up to RON 200 million, for a term not

exceeding 5 years, in order to finance the Company's investments.

The E.G.M.S. Resolution No. 1 of 22.04.2024 is available on the Company website,

www.transilvaniainvestments.ro, under E.G.M.S. April 2025 section.

The Ordinary General Meeting of Shareholders of 28 April 2025, during which the shareholders mainly

approved the following:

- the annual financial statements prepared for the financial year 2024, based on the reports presented

by the Executive Board, the Supervisory Board and the Financial Auditor, including the remuneration

report for the year 2024;

- the distribution of the net profit for the financial year 2024 and fixing the gross dividend per share in

the amount of RON 0.0150/share;

- the achievement degree of the performance indicators for 2024;

- the variable remuneration for 2024 for the Supervisory Board;

- the liability discharge of the Supervisory Board members (with the exception of the liability discharge

of Mr. Constantin Frățilă - member of the Supervisory Board until 31 December 2024) and Executive

Board members for the activity carried out in the financial year 2024;

- the revenue and expenditure budget for the year 2025;

- the appointment of Deloitte Audit S.R.L. as financial auditor for the purpose of ensuring Transilvania

Investments Alliance S.A.'s sustainability reporting;

- the date of October 20, 2025 as the registration date (ex-date October 17, 2025) and October 28, 2025

as the payment date.

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The O.G.M.S. Resolution No. 1 of 28.04.2025 is available on the Company website,

www.transilvaniainvestments.ro, under O.G.M.S. April 2025 section.

The Extraordinary General Meeting of Shareholders of 28 April 2025, during which the shareholders

mainly approved the following:

- reduction of the Company’s share capital by the amount of RON 2,400,379.70, from RON

215,044,379.70 to RON 212,644,000, following the cancellation of 24,003,797 own shares bought back

by the Company under the buy-back programme approved through the E.G.M.S. Resolution No.

1/22.04.2024, and the corresponding amendment of Article 7 of the Articles of Incorporation regarding

the value of the share capital.

The E.G.M.S. Resolution No. 1 of 28.04.2025 is available on the Company website,

www.transilvaniainvestments.ro, under E.G.M.S. April 2025 section.

The Ordinary General Meeting of Shareholders of 7 October 2025, during which the shareholders mainly

approved the following:

- variable remuneration for 2024 for the members of the Executive Board;

- authorization of the Executive Board to carry out the annual performance assessment of key function

holders, namely the Compliance Officer and the Risk Manager, and to determine their variable

remuneration for the year 2024.

The O.G.M.S. Resolution No. 1 of 07.10.2025 is available on the Company website,

www.transilvaniainvestments.ro, under O.G.M.S. October 2025 section.

The Extraordinary General Meeting of Shareholders of 7 October 2025, during which the shareholders

mainly approved the following:

- the closure of the Company’s branch/office in Bucharest, Ana Tower building

- the Company’s Exit strategy.

The E.G.M.S. Resolution No. 1 of 07.10.2025 is available on the Company website,

www.transilvaniainvestments.ro, under E.G.M.S. October 2025 section.

In addition, the Company received on December 5, 2025 a request to convene the extraordinary general

meeting of shareholders, submitted by a group of shareholders holding together 7.058787% of the share

capital of Transilvania Investments Alliance, namely Mamaia North Investments S.A., Consulting &

Constructions Investments S.A., Alexa Business & Investments S.R.L., COMCM S.A., Arion Irina Elena, Cociu

Maria Alexandra, Frățilă Mihaela and Frățilă Constantin (Current Report no. 8029/08.12.2025). The analysis

performed by the Executive Board revealed that the convening request did not meet the formal and

substantive conditions that would give rise to the obligation to convene an extraordinary general meeting

and, therefore, the Executive Board decided not to give effect to the convening request, respectively not

to convene the extraordinary general meeting of shareholders (Current Report no. 8480/30.12.2025).

7.8 Shareholder remuneration policy

The Company's strategy regarding the remuneration of its shareholders focuses on the implementation of

a balanced remuneration policy that addresses both direct remuneration (dividend gain) and indirect

remuneration (capital gain facilitated by the reduction of the trading discount).

With regards to 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 programmes, in line

with the medium to long-term investment objectives.

The dividend policy is adapted to and reflects the general and specific conditions of the environment in

which the Company operates, namely the macroeconomic context (regional, national), the state and

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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 profit is submitted annually to the General Meeting of Shareholders for

approval. The Company's proposal for profit distribution/dividend distribution is presented to the

shareholders by the Company's Executive Board.

In the event that, in full accordance with the general macroeconomic and investment context, the

Company identifies investment opportunities that could lead to an increase in the net asset value and in

the market price of TRANSI shares, the Company may consider proposing to allocate the entire profit to

legal reserves and/or other own financing sources, based on the resolution of the general meeting of

shareholders. The grounds for this decision will be set out in the annual proposal for the profit distribution.

For the period 2024-2028, in close correlation with the level of available liquidities, the status of the

portfolio restructuring, and the resources needed to carry out the investment programs, the Company

considers a mix of complementary instruments for the remuneration of the capital invested in TRANSI

shares, as follows:

➢ distribution of cash dividends with an attractive return by reference to the average trading price

recorded in the financial year for which the dividend is calculated;

➢ carrying out of share buy-back programmes, followed by the cancellation of shares and reduction

of the Company's share capital, subject to approval of the Company's shareholders.

The shareholders remuneration in 2025 considered the implementation of both components of the above-

mentioned mix of instruments, namely distribution of dividends and running of a share buy-back

programme for the purpose of reducing the share capital.

Also, through the new Strategy for the period 2024-2028, approved by the Ordinary General Meeting of

Shareholders of 22.04.2024, strategy which entered into force on 30.04.2024, the Company seeks the

annual increase in the net asset value per share by at least 6% (increase calculated before the distribution

of dividends and/or other forms of shareholder remuneration) and the annual reduction of the trading

discount by at least 7%.

In terms of dividend distribution, the Ordinary General Meeting of Shareholders of April 28, 2025 approved

the distribution from the net profit achieved in the financial year 2024 of a gross dividend amounting to

RON 0.0150/share, representing a dividend payout ratio of approximately 68% of the net profit (a level

higher than the one set out in the Shareholder Remuneration Policy).

The payment of 2024 dividend payment started on October 28, 2025 (the payment date). The shareholders

entitled to collect these dividends are the shareholders registered in the Shareholders' Register on October

20, 2025, set as the record date. The payment of dividends afferent to the financial year 2024 is subject to

the general provisions on limitation, being time-barred within 3 (three) years from the date of the

commencement of payment, the last day of the payment being 27.10.2028. The Company informed the

shareholders on the terms and payment methods of the dividends through the Communique regarding the

payment of dividends for the financial year 2024, available on the Company’s website

www.transilvaniainvestments.ro, under the News and Investor Relations sections. This information is also

available on the Depozitarul Central’s website www.roclear.ro.

At 31.12.2025, the dividends related to the financial years 2022 and 2023 were also available for payment

via Depozitarul Central and Banca Transilvania. The payment of dividends is subject to the general

provisions on limitation, being time-barred within three years from the date of the commencement of

payment. Thus, the last payment day of the dividends afferent to the financial year 2022 is 22.06.2026,

and the last payment day of the dividends afferent to the financial year 2023 is 21.07.2027.

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In terms of share buy-back programmes, during December 2023 - April 2024, the Company bought-back 12

million shares representing 0.5549% of the share capital under the EGMS Resolution no. 1/24.04.2023, for

the purpose of reducing the share capital by cancelling the bought-back shares. The E.G.M.S. of December

16, 2024 approved the reduction of the Company’s share capital due to the cancellation of the bought-

back shares and, through Authorization no. 81/28.07.2025, the Financial Supervisory Authority authorized

the changes in the Company's organization and operation as a result of the share capital reduction from

RON 216,244,379.70 to RON 215,044,379.70, in accordance with the E.G.M.S. Resolution no. 1/16.12.2024.

Under the E.G.M.S. Resolution No. 1/22.04.2024, during June-November 2024, the Company bought-back

24,003,797 own shares, representing 1.11% of the share capital for the purpose of reducing the share

capital by cancelling the bought-back shares. The Extraordinary General Meetings of Shareholders of April

28, 2025 approved the reduction of the share capital due to the cancellation of the bought-back shares.

Through Authorization no. 94/26.09.2025, the Financial Supervisory Authority authorized the changes in

the Company's organization and operation as a result of the share capital reduction from RON

215,044,379.70 to RON 212,644,000, in accordance with the E.G.M.S. Resolution No. 1/April 28, 2025.

Based on the E.G.M.S. Resolution No. 1/10.03.2025, during 16.05.2025-31.01.2026, Transilvania

Investments bought-back, under the first two stages of the buy-back programme and the Public Tender

Offer, 171,233,823 shares, from a maximum number of 175,000,000 own shares intended to the reduction

of the share capital.

By carrying out buy-back programmes to reduce the share capital, the Company aims to increase the

TRANSI shares liquidity, with the purpose of generating value for TRANSI shareholders. At the same time,

the running of buy-back programmes complies with the objectives of the Company's strategy in terms of

maximizing the returns achieved by the shareholders and reducing the trading discount between the

market price and the unitary net asset value.

7.9 Relation with shareholders and investors

In order to facilitate the relation with the shareholders and investors, Transilvania Investments publishes on

its website www.transilvaniainvestments.ro, under section “Investor Relations”, the most important

information, both in Romanian and English, such as: the financial communication calendar, current and

periodical reports, financial statements, information on dividends, information on the transactions carried out

by the persons discharging managerial responsibilities, as well as by the persons in close connection with the

latter, reports regarding the net asset value and net asset value per share etc.

Furthermore, in the above-mentioned section, the Company publishes a monthly newsletter which contains

news on the company's activity, the structure of the managed portfolio, the performance of TRANSI shares

etc. The interested persons can subscribe to it directly from the Company's website.

In addition, the Company publishes on its website, under the section “About us”, information/documents

of interest such as: the Articles of Incorporation, the internal regulations, resumes of the members of the

Supervisory Board and Executive Board, shareholding structure, shareholder remuneration policy,

remuneration policy for management structures, social responsibility policy, forecast policy,

communication policy etc.

On 07.05.2025, Transilvania Investments published the Key Information Document (KID), updated as at

30.04.2025 based on the audited financial statements for the year 2024, approved by the Ordinary General

Meeting of Shareholders of 28.04.2025. The document provides information on the fund's past

performance and performance scenarios, the latter being updated monthly. The document can be found

at www.transilvaniainvestments.ro, under the Corporate Governance section.

A new version of the Fund Rules, updated with regard to subchapter 3.10 item 1.3 which was supplemented

with the provisions provided by art. 113, letter b), point 2 of F.S.A. Regulation no. 9/2014, was published

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on 30.07.2025. The document is available on the Company's website www.transilvaniainvestments.ro, in

the Corporate Governance section (Current Report no. 5236/30.07.2025).

Throughout 2025, the Company fulfilled its obligations regarding transparency, information and reporting,

provided by the legal regulations and the Corporate Governance Code of B.S.E., both as an issuer traded on

B.S.E. and as an Alternative Investment Fund Manager (A.F.I.M.). and Retail Investor Alternative Investment

Fund (F.I.A.I.R.). Thus, during the period under review, current reports, press releases and periodic reports

were drawn up and made available to shareholders and investors through publication on the B.S.E. and F.S.A.

websites and on the Company's website. The reports and press releases have been disseminated both in

Romanian and English.

Transilvania Investments makes all the efforts to ensure that the shareholders’ rights, as they are granted by

the applicable laws, are observed, and it offers an equal and non-discriminatory treatment to all its

shareholders. As concerns the shareholders’ rights regarding the general meetings, during the period under

review, the Company has made available to the shareholders on its website, in sections dedicated to such

corporate events, both in Romanian and English language, all the documents necessary for the shareholders

to be informed and able to exercise their right to vote in the General Meetings of Shareholders of 10.03.2025,

28.04.2025 and 07.10.2025, namely: convening notices, draft resolutions of the general meetings, materials

pertaining to the agenda, voting procedures, special power of attorney forms, correspondence ballot forms,

situation of the voting rights, resolutions of the General Meeting of Shareholders, including the detailed result

of the vote. The shareholders had been able to exercise their right to participate and vote in the general

meetings in person, by representative, by correspondence and by electronic means.

The Company continued in 2025 the implementation of best practices in investor communication, in

accordance with the criteria established by the Romanian Association for Investor Relations (A.R.I.R.).

Thus, on 12.11.2025, Transilvania Investments voluntary published its second sustainability report, namely the

Sustainability Report for 2024, prepared in accordance with the European Sustainability Reporting Standards

(ESRS) and the European Corporate Sustainability Reporting Directive (CSRD). The anticipated integration of

the requirements of the CSRD directive and the ESRS standards reinforces Transilvania Investments'

commitment to a transparent and accountable reporting, highlighting the Company’s efforts to incorporate

sustainability at the heart of corporate strategy and communication. The Sustainability Report for 2024 can be

consulted on the website www.transilvaniainvestments.ro, in Investor Relations/Reports/Non-Financial

Reporting section.

Moreover, the Company organized on 06.05.2025, 20.05.2025, 19.08.2025 and 21.11.2025, conference calls

for investors and analysts, for the presentation of the financial results recorded in the financial year 2024, Q1

2025, H1 2025 and Q3 2025. The materials presented to investors and the audio recordings are available on

the Company’s website www.transilvaniainvestments.ro, in the Investor Presentations section.

Transilvania Investments has also organized on 23.10.2025 the fourth edition of the Investor Day which took

place at the Aro-Palace Hotel in Brașov. The main themes of this edition focused on investment growth

strategies, the financial results of the first half of 2025 and the repositioning of the Transilvania Investments

portfolio, all united under the same clear direction the team continues to follow: maximizing shareholder value

and strengthening long-term performance. The topics presented during the event were made available to all

interested parties on the Company's website www.transilvaniainvestments.ro, in the Investor Presentations

section.

The actions taken by the Company in 2025 resulted, for the second consecutive year, in the highest possible

Vektor score (investor communication indicator for listed companies) awarded by the Romanian Association

for Investor Relations (10/10), a result that places us in the group of 25 issuers listed on the Main Market that

obtained the highest score. This performance reconfirms the company's sustained efforts to maintain an open

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dialogue with investors and to provide clear, complete and timely information through accessible channels and

consistent communication. More details are available here:

https://transilvaniainvestments.ro/en/10-10-in-the-vektor-evaluation-for-transilvania-investments/

Communication with shareholders and investors is carried out through a specialized structure – the Corporate

Governance Department - that provide shareholders and investors with the information necessary for them to

exercise their position as shareholder. The Representatives of the Corporate Governance Department can be

contacted as follows:

- by phone: 0268 401141 and 0800 800 112 (free telephone line, available on business days, 900 -1100);

- by e-mail: actionari@transilvaniainvestments.ro, investitori@transilvaniainvestments.ro;

- by the contact form available on the Company website, www.transilvaniainvestments.ro.

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

The relevant events recorded throughout 2025 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,

Activity of the Supervisory Board in 2025;

• Duties of the Executive Board and of the individuals holding key functions: references in chapter 7.2 -

Information on the Executive Board of the company, chapter 7.11 - Principles and rules regarding the

internal control system, internal audit and risk management;

• Conflicts of Interest and their management: chapter 7.11 - Principles and rules regarding the internal

control system, internal audit and risk management;

• Risk management and the risk management function: references in chapter 7.11 - Principles and rules

regarding the internal control system, internal audit and risk management and chapter 7.12 -

Evaluation of the company's risk management activity;

• Transparency provisions - the information referred to in art. 481 of the Regulation can be found on the

website www.transilvaniainvestments.ro, under the sections About us/Management, Investor

relations/Reports (current and regular reporting) and Corporate governance.

7.11 Principles and Rules regarding the internal control system

Transilvania Investments has implemented an adequate control system which is independent of the

company’s operational structures, and whose main task is to pro-actively exercise control in order to

prevent non-compliance by the Company and its staff of legal and internal regulations.

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

function.

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

characteristics:

• the heads of the departments are responsible at the level of each organizational structure for

ensuring compliance, prudential limits of all operations carried out within the departments they

coordinate, and for identifying and reporting operational risks to the risk management function;

• the analysis, evaluation, monitoring and management of risks, the formulation of resolution

proposals and the establishment of control measures are carried out by the risk management

function and the compliance function;

• the management of the internal control process is also ensured by the compliance function that

provides support to the operational structures in the exercise of responsibilities. The results of the

internal control process are reported to the Supervisory Board and notified to the Executive Board;

• the assessment of the effectiveness of the control system is carried out by the internal audit;

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• the internal control system and its effectiveness are monitored and assessed by the Audit

Committee, through periodic reports that are presented to the Supervisory Board.

The Compliance Department is hierarchically and functionally independent of the other organizational

structures of the Company and is subordinated to the Supervisory Board.

Within the Compliance Department, the Compliance Officer operates, who is subject to authorization by

the Financial Supervisory Authority (F.S.A.) and registered in the F.S.A. public register. The Compliance

Officer ensures the compliance verification function, which is established and maintained at the Company

level on a permanent and effective basis.

At Transilvania Investments Alliance, by management decision, the Compliance Officer also has

responsibilities regarding the Company’s obligations in applying legislation for the prevention and

combating of money laundering, the financing of terrorism through the capital market (ML/TF), and the

implementation of international sanctions (IS).

The objective of the Compliance Department is to monitor and control Transilvania Investments and its

employees' compliance with legal provisions and the company's internal procedures, aiming to prevent

situations of legal and internal non-compliance.

In 2025, the key function of Compliance Officer was exercised by Mrs. Mihaela-Corina Stoica, based on

F.S.A. Authorization No. 238/25.11.2021 and by Mr. Dragoș-Ionuț Bosînceanu, based on the F.S.A.

Authorization 48/24.04.2025 Starting from 17.12.2021, Mrs. Mihaela-Corina Stoica also holds the position

of Compliance Officer for ML/TF/IS. After the reporting period, the individual employment contract of Mrs.

Mihaela-Corina Stoica was terminated by agreement of the parties, effective on 02.02.2026.

In 2025, the Compliance Officers carried out activities related to ensuring compliance with legal provisions

and the Policies and Procedures governing the operation of Transilvania Investments Alliance as an A.I.F.M.

The Compliance Officers also monitored the achievement of the objectives outlined in the 2025

Investigation Plan, approved by the Supervisory Board. Additionally, the following compliance aspects

were verified: alignment of the company’s activities with national and EU legislation, as well as internal

regulations; compliance with the reporting deadlines related to the company's operations; implementation

of mechanisms for preventing and managing conflicts of interest; endorsement of the company’s reports

and marketing and communication materials, ensuring compliance with transparency requirements;

management of authorization processes in relation to the Financial Supervisory Authority (including

changes in the company's organizational structure and operations); monitoring the organization and

running of General Meetings of Shareholders and other corporate events; compliance with internal

procedures and legal requirements concerning anti-money laundering (AML), counter-terrorist financing

(CTF), and the enforcement of international sanctions in the capital market.

As a result, the compliance control carried out by the Compliance Officers was conducted based on the

Investigation Plan approved by the Supervisory Board, considering the compliance risk management,

primarily for the following categories of activities:

- monitoring and periodic assessment of the Company's policies and procedures, as well as the

measures implemented to address any instances of non-compliance with the Company's obligations;

- exercising due diligence to prevent and proposing measures to remediate any instances of non-

compliance with applicable laws, capital market regulations, or the Company's internal procedures;

- providing consultancy and assistance to relevant personnel responsible for carrying out activities in

compliance with the requirements imposed on the Company, in accordance with applicable

regulations;

- ensuring that the Company and its employees are informed about the legal framework applicable to

the capital market, as well as the prevention of money laundering and terrorist financing;

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- endorsing all documents submitted by the Company to the F.S.A. for obtaining the authorizations

required by F.S.A. regulations, as well as reviewing and approving all reports that the Company submits

to the F.S.A. and capital market entities, in accordance with applicable regulations;

- analysing and approving all informational and promotional materials of the Company;

- maintaining direct communication with the F.S.A., with access to any correspondence between the

Supervisory Board and the Executive Board addressed to the F.S.A.;

- regularly monitoring and verifying the application of legal provisions relevant to the Company's

activities, as well as internal rules and procedures, while maintaining records of identified

irregularities;

- verifying the proper segregation of assets across the entities under management;

- verifying the efficiency of the IT system and internal procedures;

- acting to prevent conflicts of interest, and in the event of their occurrence, monitoring their

management. If non-compliance or violations of legal provisions arise, immediately informing the

Supervisory Board and the Executive Board;

- ensuring the implementation within the Company of measures to prevent fraudulent practices and

market abuse, including monitoring personal transactions involving the Company's issued shares

and/or other financial instruments that the Company intends to trade or has traded;

- verifying compliance with legal provisions on the prevention of money laundering and terrorist

financing, while maintaining communication with ONPCSB (National Office for Prevention and

Combating of Money Laundering) and F.S.A.;

- verifying compliance with the regulatory framework regarding international sanctions in the capital

market within Transilvania Investments;

- preparing and submitting reports to ONPCSB;

- managing training programs related to AML (Anti Money Laundering), CTF (Terrorist Financing

Prevention), and International Sanctions (IS);

- ensuring compliance with the protection of all shareholders' interests and rights, as well as

monitoring the resolution of complaints and petitions submitted by them, in accordance with legal

provisions;

- verifying the Company's compliance with corporate governance rules established by legal provisions

and/or committed to under agreements/codes to which the Company has adhered, and its own

corporate governance regulation;

- providing compliance approvals regarding the investment decision-making process and the

appointment of members as administrators in portfolio companies;

- preparing and submitting Compliance Function Reports to the F.S.A.;

- participating in the implementation of projects and any other activities within the Company, as

decided by the Company's Management.

Additionally, the Compliance Officers provided the necessary support during the inspections conducted by

the Financial Supervisory Authority (F.S.A.) at Transilvania Investments Alliance in 2025 and ensured the

monitoring of the implementation of measures and recommendations issued by the F.S.A., as well as those

issued by the internal auditor, namely KPMG Audit S.R.L. and Forvis Mazars Romania S.R.L. respectively.

During 2025, following the inspections carried out, the FSA issued Decision no. 821/26.08.2025 by which

the Company was imposed a fine, and Decisions no. 822/26.08.2025 and 825/26.08.2025 by which the

Company was ordered to implement the measures provided for in the plan of measures annexed to these

decisions.

In April 2025, a governance operational risk alert was issued at the Company level, since only one member

of the Supervisory Board was authorized by the F.S.A., namely Ms. Adriana Tudor-Tiron, the mandates of

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the other members expiring on April 19. Prior to the expiry of the members' mandates, the Supervisory

Board adopted the necessary measures to ensure the continuation of the Company's activity in good

conditions until the authorization of all members of the Supervisory Board, these aspects being brought to

the investors’ attention through a Current Report which was sent to the B.S.E. and published on

17.04.2025. The actions taken at the level of the Company were carried out in accordance with the Business

Continuity Plan (BCP), which was amended to accommodate the newly created situation caused by the

lack of a functioning Supervisory Board.

Regarding the control system, the Company submitted to the F.S.A. the Reports on the Control System for

H2 2024 and H1 2025, accompanied by the status of implementation of the measures and

recommendations issued by the compliance officer, risk manager, internal auditor, financial Auditor, and

IT Auditor, in accordance with F.S.A. Rule No. 4/2018.

Regarding the complaint management process, it is internally regulated through the Complaint Resolution

Procedure. In 2025, no complaints were registered with the Company, and information regarding their

management was reported to the F.S.A. as part of the quarterly and annual reporting process.

Regarding compliance with the conflict of interest framework, the control mechanisms for potential

conflicts of interest, and the measures for addressing identified deficiencies, we note that within

Transilvania Investments Alliance, the policies and procedures related to conflict of interest, including

those concerning personal transactions, are detailed in Chapter VI of the Policies and Procedures governing

the Operation of Transilvania Investments Alliance as an A.I.F.M. (PPAFIA). At the Company level, specific

responsibilities are assigned, and actions are undertaken to prevent and manage conflicts of interest,

ensuring that their impact is either eliminated or minimized so that the interests of Transilvania

Investments and its investors/shareholders are not negatively affected.

Individuals with supervisory and control responsibilities within Transilvania Investments act to prevent

conflicts of interest by ensuring compliance with legal regulations and internal procedures, keeping them

up to date, and providing guidance to relevant personnel when necessary. In the event of a conflict of

interest, those responsible for supervision and control monitor how the situation is managed and may take

measures such as issuing recommendations, escalating the matter to the Executive Board, the Audit

Committee, or the Supervisory Board, and informing the Financial Supervisory Authority (F.S.A.), with the

goal of preventing such situations in the future.

The actions taken by the Company in 2025 to achieve the main investment objectives, as defined in the

2024 – 2028 Strategy and Investment Policy Statement, approved by the General Meeting of Shareholders

in April 2024 - namely maximizing the aggregate returns achieved by the current and potential

shareholders through the investments performed by the Company, in compliance with applicable

legislation and internal regulations, and the increase in the net asset value per share through a high-

performance management focused on value-added creation, in conditions of active and prudent

management of the assets from the business lines (trading, tourism, real estate and private equity), - were

compliant with the applicable regulatory framework.

The investment activity carried out in 2025 was aligned with the Company's Strategy for the 2024 - 2028,

focusing on issuers with high liquidity and actively traded on financial markets, regardless of the trading

environment (local or international). This approach aimed to maintain an adequate liquidity profile of the

managed portfolio, targeting both short-term and longer-term investment horizons.

Regarding investment and divestment operations, the internal regulatory framework and competency

limits were duly complied with, ensuring the necessary conditions for achieving the Company’s objectives.

These objectives include increasing the value of managed assets through a diverse range of investment

instruments and maximizing shareholder returns, directly contributing to the growth of net assets.

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As a result, the compliance risk assessed by the Compliance Officer in 2025 was predominantly "low" for

most activities. However, instances of "high" compliance risk were recorded, determined by the situation

occurred at the level of the stake held by Nova Tourism Consortium S.A. (a company 99.99% owned by

Transilvania Investments) in Hoteluri Restaurante Sud S.A., respectively the change in the percentage of

the share capital held, from 90.61% to 48.24%.

The Risk Management Department is hierarchically and functionally independent of the other

organizational structures of the Company and is subordinated to the Supervisory Board.

Within the Risk Management Department, the Risk Manager operates, who is subject to authorization by

the Financial Supervisory Authority (F.S.A.). In 2025, the Risk Manager key function was exercised by Mr.

Alexandru Gavrilă, based on the F.S.A. Authorization No. 231/11.11.2021.

The Risk Management Department has the following main responsibilities:

• Proposes and implements the risk management policy and strategy, as well as procedures, models,

processes, and effective risk management measures, to ensure the identification, measurement,

management, and continuous monitoring of all relevant risks associated with the investment strategy

to which Transilvania Investments is or may be exposed;

• Continuously identifies risks and quantifies them to assess their impact;

• Continuously identifies and quantifies risks to assess their impact, ensuring that the Company's risk

profile, as communicated to shareholders, complies with the quantitative and qualitative risk limits

established for each type of risk;

• Monitors compliance with risk limits and timely notifies the Executive Board and the Supervisory Board

of Transilvania Investments if it determines that the Company's risk profile does not comply with these

limits or if there is a significant risk that the risk profile may become non-compliant with these limits;

• Applies the procedure for calculating the leverage, ensuring that exposure remains within the limits

established by the risk management policy, where applicable;

• Reports quarterly to the Executive Board and the Supervisory Board of Transilvania Investments up-

to-date information regarding compliance with the Company's risk profile, as communicated to

shareholders, risk limits, and their consistency. Additionally, ensures compliance with prudential risk

management regulations, specifically indicating whether corrective measures have been or will be

implemented in the event of existing or anticipated deficiencies;

• Reports quarterly to the Executive Board and the Supervisory Board of Transilvania Investments up-

to-date information on the current level of risks the company is exposed to, as well as any existing or

foreseeable breaches of risk limits, ensuring that timely and appropriate measures can be taken.

Throughout 2025, the risk management activities were carried out based on the Policies and Procedures

governing the Company's operation as an A.I.F.M., specifically concerning risk management.

The risk management system includes a set of analyses, diversification diagrams for financial instruments

in the portfolio, risk identification and assessment, as well as proposals and recommendations aimed at

mitigating the effects of risks associated with the Company's investment and general activities.

Throughout 2025, the Risk Manager prepared Quarterly Reports on the significant risks to which the

Company's activities were exposed. At Transilvania Investments, financial and operational risks were

assessed, monitored, and managed to mitigate their impact. The quarterly reports included a series of

recommendations aimed at ensuring that the Company's activities remained aligned with the risk profile

communicated to investors.

Additionally, the Risk Manager prepared monthly the synthetic diagram outlining Transilvania Investments'

exposures to various assets and financial activities, in accordance with Law No. 243/2019. Throughout

2025, the holdings in different financial instruments fell within the limits provided for by the applicable

legislation.

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In accordance with the risk management policies and procedures, Transilvania Investments conducted

stress tests under both normal and exceptional market conditions to assess market risk, as well as under

normal and exceptional liquidity conditions to evaluate liquidity risk.

Within stress simulations, the impact of stress scenarios under both normal and exceptional conditions

was estimated for each financial instrument in the portfolio to which the respective stress factor could be

applied. These effects were then aggregated to determine the cumulative impact of a given factor on total

assets, net assets, and the net asset value per share (NAV per share). The stress test results were presented

to the management structures and will be considered when defining the investment/divestment program

for the 2026 financial year, as well as in the implementation of the investment strategy and the timing of

investments.

In addition, the Risk Management Department issued risk opinions regarding Transilvania Investments'

intention to acquire/sell certain portfolio shares and regarding the revision of the Policies and Procedures

governing the Company's operation as an A.I.F.M. in the context of the Company’s obligation to assess,

monitor and review the risk management systems on an annual basis. Also, the Risk Management

Department organized training programs within its sphere of competence, addressed to all the company's

employees.

The internal audit function is separate and independent from other functions and activities of the

Company. The internal audit activity is carried out based on a contract concluded with an individual or legal

entity auditor. The internal audit function is subordinated to the Supervisory Board. The internal auditor is

selected by the Audit Committee, appointed by the Supervisory Board, and notified to the Financial

Supervisory Authority (F.S.A.).

In the financial year 2025, the internal audit function was carried out by Forvis Mazars Romania S.R.L.,

which was appointed by the Supervisory Board through Resolution No. 2/29.11.2024, for a two-year

mandate, covering the period 01.01.2025 – 31.12.2026. The Company notified the Financial Supervisory

Authority (F.S.A.) of the appointment of the new internal auditor through Letter No. 8726/16.12.2024.

The internal auditor has the following main responsibilities:

- Establishing, implementing, and maintaining an audit plan to examine and assess the adequacy and

effectiveness of the internal control systems and mechanisms, and of the A.I.F.M. procedures.;

- Verifying the Company's compliance with its policies, programs, and management practices, in

accordance with legal provisions;

- Assessing the adequacy and implementation of financial and non-financial controls established and

executed by the Company's management, aiming to increase operational efficiency;

- Assessing the adequacy of financial and non-financial data/information intended for the Company's

management;

- Protecting balance sheet and off-balance sheet assets and identifying methods to prevent fraud;

- Periodically reviewing the fulfilment of the risk management function;

- Submitting the Annual Internal Audit Plan for approval by the Supervisory Board, conducting the audit

missions included in the plan, and reporting upon completion of each mission on internal audit issues

as well as the adequacy of measures taken to address any identified deficiencies;

- Issuing recommendations based on the results of the audit activities and verifying the Company's

compliance with the issued recommendations;

- Continuously coordinating its activities with the financial auditor to ensure the proper fulfilment of

audit objectives.

The internal auditor's activity is carried out based on the Annual Internal Audit Plan, which is endorsed by

the Audit Committee and approved by the Supervisory Board. The internal audit missions included in the

2025 Internal Audit Plan were focused on the activities of the Portfolio Monitoring, Risk management, IT

and Compliance Departments.

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7.12 Assessment of the Company’s activity regarding the risk management

The risk management activity is reflected in the Company's organizational and operational structure and

covers both general risks and specific risks, as provided by Law no. 74/2015 on alternative investment fund

managers, F.S.A. Regulation no. 9/2014 on the authorisation and operation of Investment Management

Companies, Undertakings for Collective Investment in Transferable Securities and of the Depositaries of

Undertakings for Collective Investment in Transferable Securities, amended and supplemented, F.S.A.

Regulation no. 10/2015 regarding the management of the alternative investment funds, F.S.A. Rule no.

4/2018 regarding the management of operational risks generated by computer systems used by entities

authorized/endorsed/registered and/or supervised by the Financial Supervisory Authority, Law no.

243/2019 on the regulation of alternative investment funds, as well as amending and supplementing

regulations. Starting with 2025, the Internal ICT risk management and control framework was adopted,

and the Company effectively adhered to the requirements imposed by the European Digital Resilience

Regulation (DORA) materialized.

In the process of identifying and assessing the financial risks, as well as the indicators used in risk

management, the following were also considered: EU Directive 2011/61 on alternative investment fund

managers (DAFIA), EU (delegated) Regulation no. 231/2013 supplementing Directive 2011/61/EU of the

European Parliament and Council with regard to the derogations, general operating conditions,

depositories, leverage effect, transparency and supervision, Directive no. 2013/36/EU on the access to the

activity of credit institutions and prudential supervision of credit institutions and investment companies

(on capital adequacy) and EU Regulation no. 575/2013 on prudential requirements for credit institutions

and investment companies.

Upon selecting the approach regarding the financial and operational risks management, the following were

considered: the authorisation of the company acting as Alternative Investment Fund Manager (A.I.F.M.)

and the company’s classification in the provisions of the EU Directive 2011/61 on alternative investment

fund managers (DAFIA - transposed into national legislation by Law no. 74/2015), the references in DAFIA

to Directive 2013/36/EU, the risk management requirements set out in the EU Regulation no. 231/2013, as

well as the elements of similarity and difference between a financial investment company and other

financial institutions.

The Company’s management analyses and approves on annual basis the risk management policy and the

measures, procedures and techniques for the enforcement of said policy, including the risk limits system;

it also assesses, monitors and revises, at least once a year, the risk management systems, according to the

provisions of EU Regulation 231/2013.

The Executive Board of Transilvania Investments is constantly seeking to minimize the potential adverse

effects associated with the financial risks the company is exposed to, through an active policy of prudential

diversification of the portfolio and using one or more techniques to mitigate the risk depending on the

dynamics of trading venues and market price trends related to financial instruments held by the Company.

Also, the Executive Board seeks to continuously achieve the highest level of diversification of exposures to

both categories of financial assets / transactions and the exposure structure to financial risks. For this

purpose, the exposure diversification policy is implemented on the following levels:

- portfolio diversification by avoiding excessive exposure to a borrower, category of financial asset,

issuer, category of financial transactions, country or geographic region;

- financial risks diversification which aims to avoid excessive exposure to a certain type of financial risk.

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.

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Transilvania Investments implemented a risk management system that includes policies, procedures and

measures for identifying, measuring and managing risks. The risk management policies and procedures are

integral part of the “Policies and Procedures regarding the Transilvania Investments’ Operation as an

A.I.F.M.”. According to the internal policies and procedures, the internal risk management system

integrates competencies and responsibilities across the entire organizational structure (Supervisory Board,

Executive Board, Risk Management Department, Compliance Department, Internal Auditor, operational

departments). Procedures are in place for the management and monitoring of all relevant risk categories

of the Company (market risk, credit risk, investment concentration risk, liquidity risk, operational risk,

sustainability risks).

At company level, the Risk Management Department - which is operationally and hierarchically separated

from the other operational departments of Transilvania Investments, including from the portfolio

management function, so that to allow the independent and efficient performance of the risk management

activities and the avoidance of conflicts of interests - monitors the risks related to the activity, some of

them being:

Market risk

The market risk is monitored on sub-categories: position risk, foreign exchange risk, commodity risk and

long-term interest risk. At the company level, the market risks are at a low level considering the impact

they may have over the assets held within the quantitative approach based on capital requirements.

Market risk indicators relevant to Transilvania Investments are also used within an approach based on

internally set limits, such as VaR (Value at Risk) for the portfolio of assets listed on a regulated market and

VUAN volatility.

Throughout 2025, the maximum internally set limit of the VaR indicator was 25%; this limit was not

exceeded in the period under review. We note that the VaR indicator also falls within the forecasted level

estimated in the 2025 crisis simulation (which considered both the reaction of the market value of the

share portfolio listed on a regulated market to a decline in local capital market indices, as well as to a

decline of an issuer with a significant portfolio share (TLV).

Given the current investment context, characterized by a high degree of unpredictability, we believe that

a high level of volatility can characterize a series of trading environments.

Throughout 2025, market crisis simulations were carried out in accordance with the Policies and

Procedures governing the company’s operation as an A.I.F.M.

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

Considering that the Company, due to its activity, has long-term exposures to securities issued by financial

and non-financial entities, the company management constantly seeks the level of the credit risk to which

Transilvania Investments is exposed remains at a prudent and manageable level.

Thus, the Company Management uses, on a case-by-case basis, in accordance with the issuer’s

characteristics, proper instruments for diminishing the credit risk, and permanently monitor its financial

evolution.

Until now, the Company has not used financial derivatives to reduce the credit risk associated with the

exposure to a debtor.

Liquidity risk

The Company monitors both the liquidity risk related to the financial instruments portfolio and the risk

related to the coverage of the liquidity needs, the latter being monitored on the following sub-categories:

risk of not covering the current liquidity requirement, without considering the uncashed dividends (net

LCR), risk of not covering the liquidity requirements, by considering the uncashed dividends (gross LCR),

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risk of long-term asset funding from resources other than permanent resources. Throughout 2025, the

level of these indicators fell within the limits set internally by Transilvania Investments. As at 31.12.2025,

the Company has no loans contracted.

During 2025, the Company carried out crisis simulations, in accordance with the Policies and Procedures

governing the company operation as an A.I.F.M., updated with the provisions of the F.S.A. Rule no. 39/2019

on enforcing the ESMA guide regarding the cash crisis simulations in UCITS and A.I.F.s.

Concentration risk

The concentration risk monitoring considers to all assets in the Company’s portfolio. The Company

monitors both the risk related to concentration on categories of assets, entities, and the exposures

recorded by Transilvania Investments to various financial operations from the perspective of the

requirements provided by the legislation in force. By carrying on the portfolio restructuring, the Company

avoids high exposures to an issuer.

Operational risk

The operational risks take into consideration the potential losses caused by either the use of certain

improper processes, internal systems or human resources that cannot fulfil their duties in a proper manner,

or external events and actions, the legal risk being also included under this category. The Company

continuously monitors its IT internal systems, internal processes, human resources and legal processes.

These risks register low levels and are being managed by the organizational departments of the Company,

in accordance with the Company’s risk management policy.

In accordance with the legal provisions on the management of operational risks generated by computer

systems used by the entities regulated, authorized/approved and/or supervised by the F.S.A., Transilvania

Investments carried out throughout 2025 the internal assessment of such risks.

Sustainability risks

Regulation (EU) 2019/2088 lays down rules for financial market participants and financial advisors on

transparency in relation to the integration of sustainability related disclosures in the financial services

sector, the consideration of adverse sustainability impacts in their activities and the provision of

sustainability information in relation to financial products.

According to the Strategy and Investment Policy Statement approved by the shareholders, the Company

aims to gradually introduce ESG factors in the pre-investment analysis.

Currently, the Company does not integrate sustainability risks into its investment decisions but considers

it important to periodically reassess the facts.

Also, sustainability risks are currently considered irrelevant, and if they were to materialize, the impact

would be insignificant for the Company. Whenever the Company deems it necessary and appropriate, the

ESG Policy will be subject to revisions, the result of which will be communicated to investors, in accordance

with the legal regulations in force.

The Company makes available to its shareholders and relevant stakeholders the status and impact of the

implementation of ESG factors in its investment policy, respectively at the level of its overall activity, in full

accordance with the applicable legal framework and its status as an investment entity by publishing annual

sustainability reports.

In accordance with art. 4 para. 1(b) of Regulation (EU) 2019/2088 of the European Parliament and of the

Council of 27 November 2019 on sustainability disclosures in the financial services sector, considering

arguments such as:

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currently, the information available from credible sources, necessary to determine whether an

economic activity qualifies as sustainable and contributes substantially to one or more of the

sustainability objectives, may be incomplete,

the small number of issuers that are obliged/choose to disclose non-financial information,

difficulty in obtaining data from issuers or inaccurate information provided by them,

the lack of certainty as to the possibility of a correct and complete risk assessment based on this

information,

the complexity of the requirements of the applicable regulations requires time to adapt the

processes for analysing and reporting sustainability risks,

the Company has informed its current and potential investors that it does not consider the adverse effects

of investment decisions on sustainability factors.

At the level of the Company, during the fourth quarter of 2025, steps were taken to prepare the Annual

Sustainability Report (with reference to the European Sustainability Reporting Standards - ESRS), which

included, among other things, information on risks that have a material influence or that can reasonably

be expected to have a significant influence on the Company's development, short-, medium- or long-term

financial position or financial performance.

By reference to the provisions of the Sustainability Risk Management Procedure, within the Double

Materiality Analysis, in the context of the CSRD, the outside-in perspective, called financial materiality, is

the relevant one for the Company. The application of the procedure involved the consultation of

stakeholders in the assessment process of the material subjects, namely: the Trading, Portfolio Monitoring,

Financial (which also includes HR attributions), Corporate Governance, Risk Management and Compliance

departments. The analysis highlighted that no high or very high scoring risks were identified at the level of

the Company.

Investment limits

Regarding the monitoring of exposures to a particular category of financial assets, to an issuer or to a

certain category of transactions, the following indicators are constantly monitored by the company:

1. The value of holdings of securities and/or money market instruments issued by the same issuer, except

for securities or money market instruments issued or guaranteed by a Member State, by the local

public authorities of the Member State, by a third country or international public bodies to which one

or more Member States are part. The value of holdings in the same issuer cannot exceed 10% of the

total assets held. The 10% limit may be raised up to 40% provided that the total value of the securities

held in each of the issuers in which the company holds up to 40% does not exceed 80% of the total

value of its assets. On 31.12.2025, the 23.24% of total assets held at Banca Transilvania complies with

the legal regulations as the total value of securities held in each issuer in which it holds over 40% of

the total assets held accounts for 55.64% of its total assets.

2. The value 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 31.12.2025, the level of Transilvania

Investments’ holdings of financial instruments in this category is 1.26%, representing the shareholding

in the Bucharest Stock Exchange group (Bucharest Stock Exchange, CCP.RO, Central Depository

Bucharest).

3. The exposure to counterparty risk in a transaction with derivatives traded outside regulated markets

cannot exceed 20% of the total assets held. During 2025, Transilvania Investments has not invested in

derivatives traded outside the regulated market.

4. The global exposure to derivatives cannot exceed the total value of the asset. During 2025, Transilvania

Investments has not invested in derivatives traded outside regulated markets.

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5. The value of the current accounts and cash, in domestic and foreign currencies, cannot exceed 20% of

total assets managed. On 31.12.2025, their level was 1.79% of the total assets.

6. The value of bank deposits opened and held with the same bank cannot exceed 30% of the total assets

held. On 31.12.2025, their level was 0.90%.

7. The value of equity securities not admitted to trading on a trading venue or on a stock exchange in a

third country, issued by a single A.I.F. addressed to retail investors cannot exceed 20% of the total

assets. On 31.12.2025, their level was 0.44%.

8. The value of equity securities not admitted to trading on a trading venue or on a stock exchange in a

third country, issued by a single A.I.F. addressed to professional investors cannot exceed 10% of the

total assets. On 31.12.2025, their level was 4.50%.

9. The value of equity securities not admitted to trading on a trading venue or on a stock exchange in a

third country, issued by other open-ended A.I.F. cannot exceed 50% of the total assets held. On

31.122025, their level was 0.44%.

10. The value of equity securities issued by a single UCITS authorized by the FSA, or by a national

competent authority from another Member State cannot exceed 40% of the total assets. The value of

equity securities issued by a single UCI admitted to trading, authorized by the FSA or a national

competent authority from another Member State cannot exceed 40% of the total assets. On

31.12.2025, their level was 0.88% and 9.63%, respectively.

11. The value of financial instruments loans granted cannot exceed 20% of the total assets and the loans

cannot exceed 12 calendar months, in accordance with the regulations issued by the FSA regarding

trading margin and loan transactions. Transilvania Investments did not grant such loans during 2025.

12. The value of securities, money market instruments not admitted to trading on a trading venue or on a

stock exchange in a third country cannot exceed 40% of total assets held. On 31.12.2025, their level

was 7.52%.

13. The value of equity interests issued by limited liability companies cannot exceed 20% of the total

assets. On 31.12.2025, their level was 0.01%.

14. The value of greenhouse gas emission certificates cannot exceed 10% of the total assets. On

31.12.2025, Transilvania Investments has no such holdings.

15. The company cannot grant cash loans, cannot participate/subscribe to syndicated loans, cannot secure

cash loans in favour of a third party, except for entities belonging to the same group as the R.I.A.I.F.

which is set up as an investment company, not exceeding 10% of its assets, and cannot purchase

directly or indirectly, partially or totally, portfolios of loans issued by other financial or non-financial

institutions, except for investments in financial instruments issued by internationally-recognized

financial institutions, credit institutions or non-banking financial institutions authorized by the NBR or

other central banks from a Member State or from third countries.

The monthly analyses of the types of exposures showed that, throughout 2025, the portfolio of financial

instruments managed by Transilvania Investments has complied with the requirements of Law no.

243/2019.

The risk analyses performed at the end of 2025 indicate the following risk profile of Transilvania

Investments:

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The leverage ratio indicator, determined according to the provisions of the Regulation (EU) No. 231/2013

supplementing Directive 2011/61/EU with regard to general operating conditions, depositaries, leverage,

transparency and supervision, recorded at 31.12.2025 a low level according to the materiality threshold,

calculated by both methods. Given that Transilvania Investments does not hold positions on derivative

financial instruments, the value of the leverage ratio indicator, calculated according to the commitment

method, does not differ from the value calculated according to the gross method (there is no compensation

between long and short positions; leverage ratio according to the gross method = 1.0592, leverage ratio

according to the commitment method = 1.0727).

Gross Method= (Total Assets Exposure - Cash and Cash equivalents - Reinvested Loans Adjustments) / Net

Asset Value

31.12.2025

Total assets

Net assets

Cash and Cash Equivalents

2,438,073,929.64

2,272,777,574.55

30,796,109.64

Leverage Ratio according to the Gross Method

1.0592

Commitment Method = Total Assets Exposure / Net Asset Value

31.12.2025

Total assets

Net assets

2,438,073,929.64

2,272,777,574.55

Leverage Ratio according to the Commitment Method

1.0727

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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 position.

All the tools and techniques of risk assessment and management used by the Company were developed

and implemented to ensure an effective management of the risks incurred by Transilvania Investments

and implicitly, by reaching this goal, to obtain an average risk profile in line with the business strategy

approved by the Supervisory Board and implemented by the Executive Board.

8 E.S.G. ASPECTS AT TRANSILVANIA INVESTMENTS

General framework

Transilvania Investments has developed a policy regarding the integration of sustainability risks into the

investment decision-making process.

According to the current ESG Policy, the Company does not integrate sustainability-related risks into its

investment decisions but considers it important to periodically reassess the actual situation.

However, within the investment decision-making process, relevant available information may be

considered and integrated, including those indicating potential negative effects on sustainability factors.

In principle, such information may be regarded as favourable to refraining from investing or to exiting an

existing investment, as applicable.

At the same time, the Company does not consider the negative effects of investment decisions on

sustainability factors, as, given the structure and specifics of the managed portfolio, there is no publicly

available information to analyse the impact of investment decisions on sustainability factors.

Among the reasons for not integrating sustainability risks into investment decisions and not considering

the negative effects of investment decisions on sustainability factors, we mention:

- Currently, the available information from credible sources, necessary to determine whether an

economic activity qualifies as sustainable and substantially contributes to one or more

sustainability objectives, may be incomplete.

- The small number of issuers that are required or choose to publish non-financial information.

- The difficulty in obtaining data from issuers or the provision of inaccurate information by them.

- The lack of certainty regarding the possibility of accurately and comprehensively assessing risks

based on this information.

- The complexity of applicable regulatory requirements necessitates time for the adaptation of

analysis and reporting processes for sustainability risks.

According to the 2024-2028 Strategy, approved by shareholders in April 2024, Transilvania Investments will

gradually revise the company's policies and procedures regarding ESG matters. By the end of the Strategy’s

reference period, the Company will integrate sustainability-related risks into its investment decisions and

will consider the negative effects of investment decisions on sustainability factors. The timing of

considering these effects depends on the extent to which the companies held in its portfolio and those of

interest for future investments provide sufficient and adequate information for a relevant analysis or are

assessed based on an ESG rating.

According to the 2024-2028 Investment Policy Statement (I.P.S.), also approved by shareholders in April

2024, the Company aims to gradually introduce non-financial reporting in accordance with industry

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 82/150

standards. This implementation will be based on the nature, size, and complexity of its operations, as well

as the nature and scope of its activities, in compliance with applicable legislation and its own regulations.

In November 2025, Transilvania Investments published the Sustainability Report for the year 2024,

prepared in accordance with the European Sustainability Reporting Standards (ESRS) and the European

Corporate Sustainability Reporting Directive (CSRD). The early integration of the requirements set forth by

the CSRD directive and ESRS standards strengthens the Company’s commitment to transparent and

responsible reporting, as well as to embedding sustainability at the core of its corporate strategy and

communication.

The ESRS standards constitute the mandatory framework for sustainability reporting starting from the 2024

financial year, with gradual applicability depending on company size. These standards cover areas such as

organizational governance, environmental impact, social aspects, and stakeholder relationships, providing

a solid framework for identifying, measuring, and reporting the significant impact companies have on

people and the environment, as well as the effects of sustainability on corporate development and

performance through the concept of “double materiality.” On July 31, 2023, the European Commission

adopted an additional delegated act that includes 12 ESRS standards, two of which are cross-cutting

standards (ESRS 1 General Requirements and ESRS 2 General Disclosures), while the remaining ten are

thematic standards covering environmental, social, and governance aspects.

Currently, at the level of the regulatory framework, these standards are undergoing a review process, with

the Company continuously monitoring the legislative process to align with both the new simplified

framework and the new implementation deadlines.

Aspects Related to the Transilvania Investments Portfolio

Each financial market participant is part of the ESG transformation and must rethink their strategies with

sustainability as a key objective. The collective efforts to integrate ESG, along with the quantity and quality

of available data, are part of the continuous development of Transilvania Investments.

For the year 2025, the following holdings in the Transilvania Investments portfolio as at 31.12.2025 had a

published score that can guide investors regarding certain positive aspects of sustainability.

Name

Market

ESG Score*

Combined LSEG

2025 Vektor

Score

% of total

assets

BANCA TRANSILVANIA S.A.

BVB - REGS

A-

23.24%

BRD - GROUPE SOCIETE GENERALE S.A.

BVB - REGS

10.83%

EVERGENT INVESTMENTS S.A.

BVB - REGS

9.58%

OMV PETROM S.A. BUCURESTI

BVB - REGS

B-

5.17%

BURSA DE VALORI BUCURESTI S.A.

BVB - REGS

1.14%

S.N.G.N. TRANSGAZ S.A.

BVB - REGS

0.80%

S.P.E.E.H. HIDROELECTRICA S.A.

BVB - REGS

0.69%

DIGI Communication N.V.

BVB - REGS

D+

0.38%

Premier Energy PLC

BVB - REGS

0.29%

ONE UNITED PROPERTIES

BVB - REGS

0.16%

AROBS

BVB - REGS

0.13%

CCL CEECAT Fund II SCSp

Not listed

4.44%

BT MAXIM

Not listed

0.80%

Other companies

42.33%

Data sources: https://www.lseg.com/en/data-analytics/sustainable-finance/esg-scores#company-esg-scores,

https://www.lseg.com/content/dam/data-analytics/en_us/documents/methodology/lseg-esg-scores-methodology.pdf ,

https://www.bvb.ro, https://www.ceecat.com/ https://www.btassetmanagement.ro/bt-maxim

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 83/150

*data published for FY 2023/2024

Interpretation Vektor Score: 10 maximum score

The private equity sector is well represented in the Transilvania Investments portfolio through the equity

holding in CCL CEECAT Fund II SCSp, a financial product that promotes environmental and social

characteristics. Additionally, the BT Maxim investment fund is a financial product that promotes

environmental or social characteristics, or a combination of these characteristics.

A core component of future ESRS reporting is the double materiality analysis. This analysis determines the

material sustainability aspects (impact, risks, and opportunities) that a company must disclose. Transilvania

Investments conducted such analysis for the first time for the year 2023 and revised the analysis for the

report afferent to the financial year 2024. In the context of CSRD, the double materiality analysis assesses

both the inside-out perspective (impact materiality), which examines the impact that Transilvania

Investments has on the environment, society, and the economy, and the outside-in perspective (financial

materiality), which evaluates the impact that society and the environment have on the Company.

Environmental Aspects at the Entity Level (E - environmental)

The Company’s exclusive business activity consists of operations specific to closed-end investment

companies, with its main field of activity classified under CAEN Code 649 – Other financial service activities,

except insurance and pension funding. As such, the Company’s operations do not have a direct significant

impact on the environment. However, Transilvania Investments remains continuously committed to

environmental protection aspects.

Thus, the Company continuously monitors utility consumption, and its investments in building,

installations, and related equipment are made also considering their impact on reducing such

consumption. In 2024, the Company initiated a project to replace the windows of the Company's

headquarters building in Brașov, project which was completed in 2025. At the same time,

renovation/redevelopment works for office and common spaces were started, with the effect of both

increasing energy efficiency and making office areas more efficient.

To protect the environment, as part of Transilvania Investments' responsible development policy, the

Company complies with Romanian legislation and European regulations governing workplace

environmental protection, waste management, and the safeguarding of operational spaces. The Company

has established procedures regulating the recovery and recycling of waste generated from its activities.

Given the nature of the Company’s operations, the primary waste generated consists of paper waste.

Employees deposit these materials in designated areas, and a staff member responsible for facility

management ensures their periodic collection for recycling. Additionally, sorted hazardous and non-

hazardous waste, including Waste Electrical and Electronic Equipment (WEEE), is handed over to

specialized recycling companies for recovery and proper disposal.

In its activities, Transilvania Investments identified environmental impacts that can have either negative or

positive effects, including:

- The Company's energy consumption, particularly in its offices, contributes to overall carbon emissions.

Reducing energy consumption and improving efficiency have a direct positive impact on environmental

sustainability.

- Operational infrastructure generates emissions. The Company’s carbon footprint impacts the

environment and influences compliance with the EU’s carbon emission reduction targets.

- Inefficient waste disposal can lead to environmental degradation, particularly by contributing to

landfills. Recycling and reducing waste generation are crucial to minimizing environmental impact.

- Water consumption in office operations contributes to the Company’s environmental footprint,

impacting local water resources.

- Procuring eco-friendly materials for daily operations (e.g., office supplies) can have a positive impact

on supply chain sustainability and help reduce indirect environmental damage.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 84/150

Social Aspects at the Entity Level (S – social)

For Transilvania Investments, the well-being and development of its workforce is a core aspect of its

sustainability efforts. As an investment fund manager, the Company recognizes that its employees are key

to delivering long-term value. The Company’s approach focuses on promoting a diverse, inclusive, and

supportive workplace culture, as well as initiatives for professional growth, employee engagement, and

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

financial and sustainability objectives.

Transilvania Investments guarantees equal opportunities and fair treatment for all job applicants and

employees, ensuring a work environment free from discrimination or harassment, whether direct or

indirect. The Company does not discriminate on the basis of race, citizenship, ethnicity, colour, language,

religion, social origin, genetic traits, beliefs, gender, sexual orientation, political opinion, family status or

responsibilities, trade union membership or activities, disadvantaged group affiliation, chronic illnesses, or

any other criterion that aims to restrict or deny the recognition, enjoyment, or exercise of rights derived

from the Company’s collective labour agreement.

At the same time, the Company recognizes the freedom of opinion of each of its employees. The

relationships between the Executive Board and the Company’s employees are based on communication,

engagement, and team spirit, with no conflictual elements.

Employees carry out their activities based on the collective labour agreement, individual employment

contracts, internal regulations, job descriptions, and internal procedures. The Company does not have a

trade union; instead, employees are represented in the negotiation of the collective labour agreement by

a representative elected by the employees, in accordance with the law.

At the end of 2025, the total number of employees was 41, of which 37 employees with higher education

degrees, and 4 employees with secondary education. The average number of employees for the year 2025

was 40.25.

A part of the Company’s employees holds international certifications, while a significant number have

completed postgraduate and master’s studies in fields such as financial-banking management, accounting,

internal audit, financial analysis, valuation, business administration, finance-banking-capital markets,

business law, human resources management, and cybersecurity.

Transilvania Investments actively promotes employee training and professional development, focusing on

two key components: continuous professional training and development, as part of the Company’s overall

growth strategy. This activity is carried out through training and development plans, which include both

employee participation in conferences, seminars, and courses, as well as support for their personal

professional development efforts. A part of employees with higher education degrees continued to attend

professional training programs throughout 2025, aiming to enhance their skills and improve both individual

and collective performance.

Additionally, in line with the Company’s strategy to strengthen its organizational culture and enhance

employee performance, in December 2025 Transilvania Investments organized a team-building program

consisting in a training course designed to develop the team's communication skills, delivered by a

specialized trainer.

Transilvania Investments places great importance on employee health, providing them with medical

subscriptions through a contract with a healthcare service provider. Additionally, the Company offers meal

vouchers and subscriptions to the Bookster platform/service. Furthermore, employees who contribute to

the “Pensia Mea” voluntary pension fund benefit from a Company-paid contribution, covering half of their

monthly due contribution.

Regarding community responsibility, Transilvania Investments engages in sponsorship and patronage

activities, either directly or through specialized associations and foundations. The Company prioritizes the

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 85/150

following areas: education, health and social assistance, sports, culture, environment, and humanitarian

actions.

The Company continued its engagement in the aforementioned areas throughout 2025, providing financial

support for the following purposes:

- supporting the participation of high school students in an international festival of engineering, science

and technology;

- financial support of sports associations and clubs of chess, equestrian dressage, football for children

and juniors, motor racing, etc., in order to train athletes and participate in national and international

competitions/championships;

- support for the organisation of cultural and sporting events;

- supporting a nursing home for the purchase of a generator necessary for the continuation of the

home’s daily activity in the event of a power outage;

- sponsoring and organizing, in partnership with the Institute of Financial Studies and the Association

of Fund Managers, conferences and summits on topics in the fields of financial services and

investment fund management, supporting projects in the field of capital markets regarding

possibilities for improving the applicable legal framework;

- financial support for the implementation of the Project "Rehabilitation of the drinking water network

of the Vulcan Clinical Hospital of Psychiatry and Neurology";

- financial support for the development of therapies for adults with ASD in a day centre;

- financial support for the organization of the charity event Donors' Circle and the financing of several

projects participating in this event;

- organizing charitable actions for the benefit of children in placement centres in Brasov County, on the

occasion of June 1st and Christmas.

In 2025, Transilvania Investments concluded 24 sponsorship contracts, amounting to RON 1,033,000.

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

effects, including:

- The Company's policies on employee well-being directly affect workforce morale and productivity,

impacting social structures such as work-life balance and mental health.

- By promoting diversity and inclusion, Transilvania Investments creates a more inclusive workplace that

influences perceptions of fairness and equality in business.

- Through its CSR initiatives, the Company plays a role the development of the community,

strengthening the local economy.

- Prioritizing employee health and safety not only affects staff well-being, but also the Company’s

contribution to healthier work environments across the industry.

- Providing continuous training enhances employees’ skills, positively affecting their career growth and

societal progress through increased employability.

Governance Aspects at the Entity Level (G – governance)

Transilvania Investments implemented a corporate governance system that complies with the provisions

of the Corporate Governance Code of the Bucharest Stock Exchange (B.V.B.), applicable to companies

whose shares are admitted to trading on the regulated market. Additionally, the Company promotes the

development of corporate governance by applying best practices and ensuring prudent management, in

accordance with the provisions of the F.S.A. Regulation No. 2/2016 regarding the application of corporate

governance principles by entities authorized, regulated, and supervised by the Financial Supervisory

Authority.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 86/150

In 2025, the Company started the process of implementing the requirements of the new BSE Corporate

Governance Code, applicable from January 1, 2025. In this regard, a series of documents were drafted,

including Diversity Policy, Policy on the Selection, Nomination and Assessment of Management Structures,

Whistleblowing Procedure, Policy on Non-Audit Services, Internal Audit Regulations, Code of Ethics and

Conduct, Policy on Transactions with Affiliated Parties.

Similarly, in order to align with the provisions of the new Corporate Governance Code of the BSE, a number

of documents were revised/updated, such as: Transilvania Investments' Corporate Governance

Regulations, the Procedure for the selection, adequacy assessment and nomination of members of the

management structure and persons holding key positions within Transilvania Investments, and the

Corporate Social Responsibility Policy.

The above-mentioned documents have been approved by the company's Executive Board and will be

submitted to the Supervisory Board for approval once the Supervisory Board has a functional structure,

i.e., it will be composed of at least three members authorized by the Financial Supervisory Authority.

The Executive Board of Transilvania Investments, with the approval of the Supervisory Board, has adopted

the Company's Corporate Governance Regulation. This regulation defines the policies, practices, and

governance structures that support the Board in fulfilling its primary responsibility—ensuring the efficient

management of the Company for the benefit of its shareholders.

The Company periodically publishes, within its annual reports, the "Apply or Explain" Statement and the

"Statement on the Application of Corporate Governance Principles." These documents outline the

Company's level of compliance with the principles and recommendations of the Bucharest Stock Exchange

(B.V.B.) Corporate Governance Code, as well as with the provisions of A.S.F. Regulation No. 2/2016.

Transilvania Investments' policy on preventing and combating money laundering and terrorist financing

aims to ensure full compliance with legal requirements and to take all reasonable measures to prevent the

Company from being involved in money laundering or terrorist financing activities. This policy also covers

internal procedures and mechanisms for implementing international sanctions.

Transilvania Investments conducts its own risk assessment to identify, evaluate, and manage the risk of

money laundering and terrorist financing at multiple levels, including clients, services, and products

offered, as well as across the Company’s overall activities. This approach ensures a clear understanding

and proper management of the risks to which the Company may be exposed.

The Company is fully committed to conducting its activities with integrity and transparency. In this regard,

members of the management and supervisory structures, as well as Company employees, are strictly

prohibited from receiving or offering bribes or financial incentives of any kind, including to government

officials, employees of state-owned or state-controlled companies, or in any transactions conducted by the

Company. Additionally, soliciting or accepting bribes or financial incentives is strictly forbidden.

The Company has an Engagement Policy that outlines how it interacts with the companies in which it

invests. This includes monitoring activities, performance, and risks, establishing a dialogue with issuers,

exercising voting rights and other shareholder rights, cooperating with other shareholders, communicating

with relevant stakeholders, and managing actual and potential conflicts of interest related to Transilvania

Investments' engagement.

The Company has developed a Social Responsibility Policy based on the principle of coherence between

social programs, business conduct, relationships with shareholders and employees, and environmental

responsibility, ensuring the sustainable development of both the Company and the community in which it

operates. The Company is committed to ensuring that all its activities are conducted ethically, following

best practices in corporate governance.

Transilvania Investments, in compliance with applicable legal regulations, has developed a Conflict of

Interest Policy, which establishes the main guidelines for the activities carried out by the Company or on

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 87/150

its behalf, including those performed by a delegate, sub-delegate, external evaluator, or counterparty, as

well as the identification of circumstances that constitute or may give rise to a conflict of interest with a

significant risk of harming investors. It also defines the procedures that must be followed or adopted to

prevent, manage, and monitor such conflicts. Additionally, the Company has implemented procedures to

prevent fraudulent practices, including those that impact the stability and integrity of the capital market,

with a strong emphasis on preventing insider trading, market manipulation, and ensuring compliance with

accepted market practices.

In its activities, Transilvania Investments has identified governance-related impacts that can have either

negative or positive effects, including:

- High levels of transparency in governance consolidate shareholder trust and can serve as a model for

ethical business conduct in Romania’s financial sector.

- By upholding high ethical standards and anti-corruption practices, the Company contributes to building

trust in the financial services sector.

- The Supervisory Board ensures that the Company adheres to best practices, positively influencing

corporate governance standards at the market level.

- Effective stakeholder engagement (e.g., shareholders, regulatory authorities) enhances corporate

governance practices and strengthens the Company's position as a transparent entity.

In the face of current global challenges, Transilvania Investments reaffirms its commitment to contributing

to a more responsible, inclusive, and sustainable economy. In recent years, the Company has adopted an

integrated approach to the economic, social, and environmental impact it has, aiming to create a solid

foundation for continuous growth and the ongoing improvement of its sustainability standards.

Marius-Adrian MOLDOVAN

Executive President

Răzvan-Legian RAȚ

Executive Vice-President

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 88/150

Annex no. 1

LIST

of companies in which Transilvania Investments Alliance holds the majority stake (subsidiaries) as at 31.12.2025

No.

Sole

Registration

Code

Company name

Headquarters

Nominal

value

Share capital

TRANSI

RON/share

No. of

Value (RON)

No. of shares

Value (RON)

OPERATIONAL COMPANIES

1102041

ARO-PALACE SA

Brasov

0.10

403,201,571

40,320,157.10

345,704,600

34,570,460.00

85.74

23058338

CASA ALBA INDEPENDENTA S.A.

Sibiu

2.50

1,466,729

3,666,822.50

782,468

1,956,170.00

53.35

752

FEPER SA

Bucuresti

0.10

363,782,186

36,378,218.60

312,123,729

31,212,372.90

85.80

18846755

GRUP BIANCA TRANS SA

Brasov

0.10

10,860,620

1,086,062.00

8,983,920

898,392.00

82.72

2577677

INDEPENDENŢA SA

Sibiu

2.50

2,871,694

7,179,235.00

1,530,636

3,826,590.00

53.30

8012400

INTERNATIONAL TRADE&LOGISTIC CENTER SA

Brasov

0.10

93,592,860

9,359,286.00

82,444,709

8,244,470.90

88.09

1122928

MECANICA CODLEA SA

Codlea

0.10

74,200,875

7,420,087.50

60,156,150

6,015,615.00

81.07

49303350

NOVA TOURISM CONSORTIUM S.A.

Brasov

10.00

9,035,155

90,351,550.00

9,035,154

90,351,540.00

99.99

1108834

ROMRADIATOARE SA

Brasov

1.63

15,000,000

24,450,000.00

11,477,141

18,707,739.83

76.51

790619

SEMBRAZ SA

Sibiu

2.00

791,377

1,582,754.00

719,900

1,439,800.00

90.97

46047311

TRANSILVANIA INVESTMENTS ALLIANCE EQUITY SA

Brasov

10.00

1,271,000

12,710,000.00

1,270,989

12,709,890.00

99.99

7800027

TRANSILVANIA INVESTMENTS ALLIANCE REAL ESTATE SA

Brasov

100.00

153,720

15,372,000.00

153,410

15,341,000.00

99.80

32947925

TRANSILVANIA INVESTMENTS RESTRUCTURING SA

Brasov

10.00

150,000

1,500,000.00

149,997

1,499,970.00

99.99

9845734

TRANSILVANIA LEASING&CREDIT IFN SA

Brasov

0.10

514,724,667

51,472,466.70

514,724,567

51,472,456.70

99.99

1849307

TRATAMENT BALNEAR BUZIAŞ SA

Buzias

0.10

158,500,000

15,850,000.00

145,615,772

14,561,577.20

91.87

559747

TURISM COVASNA SA

Covasna

0.10

473,154,433

47,315,443.30

439,760,355

43,976,035.50

92.94

108526

TURISM FELIX SA

Baile Felix

0.10

491,187,962

49,118,796.20

491,187,962

49,118,796.20

100.00

2980547

TURISM, HOTELURI, RESTAURANTE MAREA NEAGRĂ SA

Eforie Nord

0.10

196,794,514

19,679,451.40

148,271,078

14,827,107.80

75.34

4241753

TUŞNAD SA

Baile Tusnad

0.10

301,802,818

30,180,281.80

250,123,400

25,012,340.00

82.88

SUBTOTAL

464,992,612.10

425,742,324.03

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 89/150

II.

NON-OPERATIONAL COMPANIES

1112290

ORGANE DE ASAMBLARE SA (faliment L85/2014)

BRAŞOV

0.10

13,568,408

1,356,840.80

12,984,511

1,298,451.10

95.70

SUBTOTAL

1,356,840.80

1,298,451.10

TOTAL

466,349,452.90

427,040,775.13

Executive President

Executive Vice-President

Marius-Adrian Moldovan

Răzvan-Legian Raț

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 90/150

Annex no. 2

LIST

of companies in which Transilvania Investments Alliance has a significant influence (associates) as at 31.12.2025

No.

Sole

Registration

Code

Company name

Headquarters

Nominal

value

Share capital

TRANSI

RON/share

No. of shares

Value (RON)

No. of shares

Value (RON)

I. OPERATIONAL COMPANIES

14662474

APOLLO ESTIVAL 2002 S.A.

Neptun

0.10

5,932,994

593,299.40

2,350,890

235,089.00

39.62

742395

DORNA TURISM SA

Vatra Dornei

2.50

1,423,717

3,559,292.50

455,793

1,139,482.50

32.01

1118838

DUPLEX SA

Fagaras

2.50

121,978

304,945.00

32,772

81,930.00

26.87

803115

EMAILUL SA

Medias

2.50

2,522,118

6,305,295.00

729,551

1,823,877.50

28.93

2423562

NEPTUN-OLIMP SA

Neptun

0.10

73,315,286

7,331,528.60

30,194,757

3,019,475.70

41.18

14686600

SERVICE NEPTUN 2002 SA

Neptun

0.10

9,111,701

911,170.10

3,610,420

361,042.00

39.62

2577839

SOFT APLICATIV ŞI SERVICII SA

Sibiu

2.50

168,495

421,237.50

51,996

129,990.00

30.86

14630120

TOMIS ESTIVAL 2002 SA

Neptun

0.10

1,319,636

131,963.60

522,893

52,289.30

39.62

26261034

TURISM LOTUS FELIX SA

Baile Felix

0.10

1,266,999,819

126,699,981.90

484,853,142

48,485,314.20

38.27

SUBTOTAL

146,258,713.60

55,328,490.20

II. NON-OPERATIONAL COMPANIES (bankruptcy)

14662490

PRAHOVA ESTIVAL 2002 SA

Neptun

0.10

3,252,029

325,202.90

1,288,584

128,858.40

39.62

8008670

ROMAGRIBUZ VERGULEASA SA

Buzău

2.50

752,408

1,881,020.00

280,631

701,577.50

37.30

15688146

TRANSILVANIA HOTELS & TRAVEL SA

Bucuresti

2.50

3,034,448

7,586,120.00

1,123,180

2,807,950.00

37.01

SUBTOTAL

9,792,342.90

3,638,385.90

TOTAL

156,051,056.50

58,966,876.10

Marius-Adrian Moldovan

Executive President

Răzvan-Legian Raț

Executive Vice-President

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 91/150

Annex no. 3

LIST

of non-operational companies as at 31.12.2025

No.

Company name

Headquarters

Nominal

value

Share capital

TRANSI

RON/share

No. of shares

Value (RON)

No. of shares

Value (RON)

No. of shares

BANKRUPTCY - LAW 85/2006 & LAW 85/2014

ICIM SA

Brasov

2.50

828,578

2,071,445.00

29,748.00

74,370.00

3.59

ORGANE DE ASAMBLARE SA

Brasov

0.10

13,568,408

1,356,840.80

12,984,511.00

1,298,451.10

95.70

PRAHOVA ESTIVAL 2002 SA

Neptun

0.10

3,252,029

325,202.90

1,288,584.00

128,858.40

39.62

ROMAGRIBUZ VERGULEASA SA

Buzau

2.50

752,408

1,881,020.00

280,631.00

701,577.50

37.30

TRANSILVANIA HOTELS & TRAVEL SA

Bucuresti

2.50

3,034,448.00

7,586,120.00

1,123,180.00

2,807,950.00

37.01

SUBTOTAL

13,220,628.70

5,011,207.00

Executive President

Executive Vice-President

Marius-Adrian Moldovan

Răzvan-Legian Raț

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 92/150

Annex no. 4

“Comply-or-Explain” Statement regarding compliance with the provisions of the BSE Corporate Governance Code

as at 31.12.2025

Section

Principle

Prov.

No.

Provision (detailed)

Yes

Partial

Explanation (text and url link if document is on

website)

A: GOVERNING BODIES

A: GOVERNING

BODIES

A.1. The Board should ensure the

Company’s long-term success and

sustainability for the best interest of

the Company and its shareholders and

taking into account the interests of

other stakeholders. The Board should

clearly define and disclose the full

scope of its roles and responsibilities.

A.1.,1

The Board should have an internal regulation that formalises

and clearly states its roles and responsibilities. The articles of

association, Board’s internal regulation and other internal

regulations should clearly delineate the roles and

competencies among the Board, general meeting of

shareholders (GMS) and executive management.

The roles and responsibilities of the Board are

provided for in the Policies and Procedures

governing the Company’s operation as an A.I.F.M.

and in the Corporate Governance Regulation

A: GOVERNING

BODIES

A.1. The Board should ensure the

Company’s long-term success and

sustainability for the best interest of

the Company and its shareholders and

taking into account the interests of

other stakeholders. The Board should

clearly define and disclose the full

scope of its roles and responsibilities.

A.1.,2

Board’s internal regulation should include, among others, the

Board’s responsibilities as well as fiduciary duties of directors

to act on a fully informed basis, in good faith, with due

diligence and care, and in the best interest of the Company, its

shareholders and taking into account the interests of other

stakeholders in line with legal requirements.

The Company applies the provisions of the

Corporate Governance Regulation and developed,

as a result of the implementation of the new BSE

Corporate Governance Code, a Code of Ethics and

Conduct detailing the fiduciary responsibilities of

the Board members. The Code of Ethics and

Conduct was approved by the Executive Board and

will enter into force after its approval by the

Supervisory Board.

A: GOVERNING

BODIES

A.1. The Board should ensure the

Company’s long-term success and

sustainability for the best interest of

the Company and its shareholders and

taking into account the interests of

other stakeholders. The Board should

clearly define and disclose the full

scope of its roles and responsibilities.

A.1.,3

To sustain the Company’s long-term viability and success, the

Board should:

• Oversee the development and approve the Company’s

strategy and ensure that it also integrates sustainability

aspects, including environmental and social (E&S)

considerations and climate-related risks and opportunities;

• Appoint and dismiss CEO and other executives to whom

executive management responsibilities were delegated

(called executive management) and ensure their

succession planning;

• Oversee the management performance, management role

in addressing material sustainability risks and opportunities

and align the remuneration of executive management with

the long-term interests and sustainability of the Company,

according to the provisions of the Company’s

remuneration policy;

In accordance with the responsibilities of the

Board set out in point A.1.1 above.

The Company's strategy integrates sustainability

aspects; the alignment of executive management

remuneration with sustainability aspects will be

achieved gradually, in accordance with the

Company's Strategy.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 93/150

• Ensure there is a sound framework for internal controls and

risk management;

• Ensure that the Company has in place procedures to enable

effective communication with shareholders and other

stakeholders.

GOVERNING

BODIES

A.1. The Board should ensure the

Company’s long-term success and

sustainability for the best interest of

the Company and its shareholders and

taking into account the interests of

other stakeholders. The Board should

clearly define and disclose the full

scope of its roles and responsibilities.

A.1.,4

Duration of appointment of Board and executive management

should be set clearly and should, to the extent possible, foster

stability and predictability.

The term of office of the Supervisory Board and

Executive Board members is provided for by the

Company's Articles of Incorporation.

A: GOVERNING

BODIES

A.2. The Board should have an

appropriate balance of skills,

experience, gender diversity,

knowledge and independence to

enable it to effectively perform its

duties and responsibilities.

A.2.,1

The Board should have at least five members.

According to the Company's Articles of

Incorporation, the Supervisory Board consists of 5

members. On 31.12.2025, the Board consisted of a

single member authorized by the F.S.A., the other

four members, elected by the OGMS of 16.12.2024,

being in the process of authorization.

A: GOVERNING

BODIES

A.2. The Board should have an

appropriate balance of skills,

experience, gender diversity,

knowledge and independence to

enable it to effectively perform its

duties and responsibilities.

A.2.,2

The Board should have in place a policy on Board and

executive management diversity and should ensure that

diversity requirements in terms of gender, age, experiences

and skills are incorporated in the Nomination Policy.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed a Diversity Policy and the Policy for the

selection, nomination and assessment of the

management structures, documents that have

been approved by the Executive Board, and will

enter into force after their approval by the

Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members elected by the

OGMS of 16.12.2024 being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

A: GOVERNING

BODIES

A.2. The Board should have an

appropriate balance of skills,

experience, gender diversity,

knowledge and independence to

enable it to effectively perform its

duties and responsibilities.

A.2.,3

The Board should develop a Board profile which specifies the

desired characteristics and traits of its members including

factors such as independence, diversity, integrity, specific

skills and experience, industry knowledge, ability and

willingness to devote adequate time and effort to Board

responsibilities in the context of the needs of the Board and

its committees and their exercise of the Board’s strategic and

oversight roles. The Board profile can be part of the

Nomination Policy.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Policy for the selection, nomination

and assessment of the management structures,

document that has been approved by the Executive

Board, and will enter into force after its approval by

the Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members elected by the

OGMS of 16.12.2024 being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 94/150

A: GOVERNING

BODIES

A.2. The Board should have an

appropriate balance of skills,

experience, gender diversity,

knowledge and independence to

enable it to effectively perform its

duties and responsibilities.

A.2.,4

The majority of the members of the Board should be non-

executives. At least a third of the Board members should be

independent. Each independent member of the Board should

submit a declaration regarding his/her independence at the

time of his/her nomination for election or re-election as well

as when any change in his/her status arises, as per the criteria

of independence defined in law and in Appendix A to the Code.

According to the Company's Articles of

Incorporation, the Supervisory Board consists of 5

members, out of which at least two members must

be independent. On 31.12.2025, the Board

consisted of a single (independent) member

authorized by the F.S.A. The other four members

elected by the OGMS of 16.12.2024, who are

currently in the process of authorization, are also

independent.

A: GOVERNING

BODIES

A.2. The Board should have an

appropriate balance of skills,

experience, gender diversity,

knowledge and independence to

enable it to effectively perform its

duties and responsibilities.

A.2.,5

The Nomination and Remuneration Committee (or the entire

Board if there is no Nomination and Remuneration

Committee) should assess whether the directors can be

considered independent under the factors taken into account,

by examining whether there are any business or other

personal relationships that could materially affect the

independence and objectivity of the director and his/her

ability to act in the best interests of the Company, its

shareholders and stakeholders.

Following the implementation of the new BSE

Corporate Governance Code, the Company revised

its Corporate Governance Regulation as regarding

the assessment of the independence of the Board

members, which was approved by the Executive

Board, and will enter into force after its approval by

the Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members elected by the

OGMS of 16.12.2024 being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

A: GOVERNING

BODIES

A.2. The Board should have an

appropriate balance of skills,

experience, gender diversity,

knowledge and independence to

enable it to effectively perform its

duties and responsibilities.

A.2.,6

The positions of Chairperson and Chief Executive Officer (CEO)

are recommended to be held by different individuals.

In the two-tier management system, the

supervisory function is separate from the executive

function.

GOVERNING

BODIES

A.2. The Board should have an

appropriate balance of skills,

experience, gender diversity,

knowledge and independence to

enable it to effectively perform its

duties and responsibilities.

A.2.,7

If the Chairperson and CEO functions are performed by the

same person, it is recommended that the Board appoints an

independent Vice-Chairperson.

Not applicable.

In the two-tier management system, the

supervisory function is separate from the executive

function.

A: GOVERNING

BODIES

A.3. The Board should ensure that a

formal, rigorous and transparent

procedure is put into place regarding

the nomination of new members to

the Board.

A.3.,1

The Company should develop and disclose a board nomination

policy (“Nomination Policy”) that should define the processes

and procedures for the nomination, election or replacement

of a director. The Nomination Policy, approved by the

competent governance body, shall describe how the Company

receives and evaluates nominations from shareholders

(including minority shareholders) or from members of the

Board, including in relation to the board profile, independence

and diversity.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Policy for the selection, nomination

and assessment of the management structures,

document that has been approved by the Executive

Board, and will enter into force after its approval by

the Supervisory Board.

GOVERNING

BODIES

A.3. The Board should ensure that a

formal, rigorous and transparent

procedure is put into place regarding

A.3.,2

The Board, through its Nomination and Remuneration

Committee, if established, should monitor the nomination

process of candidates for the position of Board member.

The responsibilities of the Nomination Committee

with regard to the nomination process are set out

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 95/150

the nomination of new members to

the Board.

in the Company's internal regulations and

Corporate Governance Regulations.

GOVERNING

BODIES

A.3. The Board should ensure that a

formal, rigorous and transparent

procedure is put into place regarding

the nomination of new members to

the Board.

A.3.,3

The Company should disclose to shareholders information on

the experiences and CV of the director candidates that they

require to make an informed decision on the appointment or

reappointment of the directors including the following:

• candidates’ professional commitments and engagements,

including executive and non-executive positions in

companies, public authorities, not-for-profit bodies or

other organisations;

• any existing or potential conflicts of interest including

whether they have business, family or other relationships

that could affect their performance as directors on the

Board;

• which shareholder or member of the Board proposed each

candidate for the Board positions.

It applies on the occasion of each process of

appointment or renewal of the mandate of the

members of the Board, according to the internal

procedures regarding selection, nomination and

evaluation.

A: GOVERNING

BODIES

A.4. The Board should establish

committees which should assist the

Board in the performance of its key

responsibilities, dealing with strategic

challenges and in managing sensitive

issues with high potential for conflicts

of interest.

A.4.,1

The Board shall establish an Audit Committee to enhance its

oversight capability over the financial reporting, internal

control framework, internal and external audit processes, and

compliance with applicable laws and regulations. Where a

separate risk management committee is not required by law

or already established, the Audit Committee will also include

oversight responsibilities for the efficiency of the risk

management framework.

According to the legal provisions and the Articles

of Incorporation, the Supervisory Board has the

obligation to set up an audit committee.

A: GOVERNING

BODIES

A.4. The Board should establish

committees which should assist the

Board in the performance of its key

responsibilities, dealing with strategic

challenges and in managing sensitive

issues with high potential for conflicts

of interest.

A.4.,2

The Audit Committee is recommended to be composed of

non-executive directors. The majority of the Committee

members is recommended to be independent, including the

Committee chairperson. The Audit Committee, as a whole,

should have competencies relevant to the Company’s area of

operations. The Committee and its members should comply

with the applicable national and European legislation.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members, elected by the OGMS of 16.12.2024,

being in the process of authorization. The audit

committee, which operated until 19.04.2025, met

the requirements.

A: GOVERNING

BODIES

A.4. The Board should establish

committees which should assist the

Board in the performance of its key

responsibilities, dealing with strategic

challenges and in managing sensitive

issues with high potential for conflicts

of interest.

A.4.,3

The Boards of Premium Tier companies should set up a

Nomination and Remuneration Committee formed of non-

executive directors. The majority of the Committee members

is recommended to be independent, including the Committee

chairperson. The Board may also establish a separate

Nomination Committee and a separate Remuneration

Committee if the Board composition accommodates it and if

this is justified given the Company’s size and complexity of its

business and governance structures.

According to the legal provisions and the Articles of

Incorporation, the Supervisory Board has the

obligation to set up the Nomination and

Remuneration Committee.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members elected by the OGMS of 16.12.2024 being

in the process of authorization. The Nomination

and Remuneration Committees, which operated

until 19.04.2025, met the requirements.

A: GOVERNING

BODIES

A.4. The Board should establish

committees which should assist the

Board in the performance of its key

responsibilities, dealing with strategic

A.4.,4

In addition to its specific responsibilities as provided under this

Code, the Nomination and Remuneration Committee should:

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Policy for the selection, nomination

and assessment of the management structures and

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 96/150

challenges and in managing sensitive

issues with high potential for conflicts

of interest.

i. Review and recommend to the Board the size and

composition of the Board and lead the development and

ongoing review of the Board profile;

ii. Identify individuals qualified to become Board members

and members of the executive management, if requested;

evaluate the candidates for executive management roles;

evaluate the candidates proposed by the shareholders or

by Board members for a director role and inform the GMS

accordingly;

iii. Make recommendations to the Board concerning

committee appointments (other than the Nomination and

Remuneration Committee);

iv. Coordinate an annual evaluation of the Board, directors

and committees in line with provisions set out in Principle

A.5.;

v. Assist the Board in fulfilling its responsibilities related to

the Company’s remuneration policy;

vi. Assist the Board in the development of the succession

plans for executive management, as well as the emergency

succession plans and CEO search process, as required;

vii. vii. Oversee the administration of the Company’s

compensation and benefits plans.

revised the Policies and procedures for the

selection, adequacy assessment and nomination of

members of the management structure and of the

persons holding key functions, documents that

have been approved by the Executive Board and

that will enter into force after their approval by the

Supervisory Board.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members elected by the OGMS of 16.12.2024 being

in the process of authorization.

A: GOVERNING

BODIES

A.4. The Board should establish

committees which should assist the

Board in the performance of its key

responsibilities, dealing with strategic

challenges and in managing sensitive

issues with high potential for conflicts

of interest.

A.4.,5

The role and responsibilities of Board committees should be

defined in separate internal regulation (operating regulations)

and disclosed on the Company’s website. If the Company

chooses not to establish any of the Board committees not

required by law, the corresponding tasks and responsibilities

shall be done by the Board and should be adequately stated in

the Board’s internal regulation.

The roles and responsibilities of the Board

committees are provided for in the Policies and

Procedures governing the Company’s operation as

an A.I.F.M. and in the Corporate Governance

Regulation

A: GOVERNING

BODIES

A.4. The Board should establish

committees which should assist the

Board in the performance of its key

responsibilities, dealing with strategic

challenges and in managing sensitive

issues with high potential for conflicts

of interest.

A.4.,6

The evaluation of independence for the members of the

committees, including when the members of the committees

are appointed by the GMS, shall be carried out according to

the same procedure applicable to the independent members

of the Board.

All members of the Supervisory Board committees

are members of the Board, and the assessment of

their independence is carried out based on the

independence criteria provided by the BSE

Corporate Governance Code.

A: GOVERNING

BODIES

A.4. The Board should establish

committees which should assist the

Board in the performance of its key

responsibilities, dealing with strategic

challenges and in managing sensitive

issues with high potential for conflicts

of interest.

A.4.,7

The chairpersons of the Audit Committee and Nomination and

Remuneration Committee should not be the Chairperson of

the Board or of any other committee, unless this is justified by

the size of the Board.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members elected by the OGMS of 16.12.2024 being

in the process of authorization. The Committees

that operated until 19.04.2025 partially met this

provision. This provision will be implemented at the

time of setting up the new committees.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 97/150

A: GOVERNING

BODIES

A.5. The Board should set up robust

Board operating procedures as well as

Board evaluation and continuous

development mechanisms to improve

directors’ skills and their ability to

effectively deliver their

responsibilities.

A.5.,1

The Board Chairperson is primarily responsible for ensuring

that the Board functions properly. The Board’s internal

regulation should contain the role and responsibilities of the

Board Chairperson and the Board Chairperson, at a minimum,

should:

• Determine the agenda of the Board meetings, chair such

meetings and ensure that minutes are kept of such

meetings;

• Ensure the Board receives accurate, timely, useful, succinct

information to enable the Board to make sound decisions;

• Ensure the Board has sufficient time for consultation and

decision-making;

• Enable the Committees to function properly and that there

is effective communication with Board committees,

including actionable, insightful reports of committees back

to the full Board;

• Ensure the performance of the Board is evaluated and

discussed at least once a year and disclosed as per

provision D.1.3;

• Ensure that the Board has proper working relationship with

the executive management. The CEO and the Chairman of

the Board (if positions are held by different individuals)

shall meet regularly;

• Address and manage internal disputes and conflicts of

interest concerning Board members.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members, elected by the OGMS of 16.12.2024,

being in the process of authorization.

A: GOVERNING

BODIES

A.5. The Board should set up robust

Board operating procedures as well as

Board evaluation and continuous

development mechanisms to improve

directors’ skills and their ability to

effectively deliver their

responsibilities.

A.5.,2

The Board should meet as often as necessary but not less than

six (6) times a year.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members, elected by the OGMS of 16.12.2024,

being in the process of authorization. The

Supervisory Board that operated until 19.04.2025

met 10 times.

A: GOVERNING

BODIES

A.5. The Board should set up robust

Board operating procedures as well as

Board evaluation and continuous

development mechanisms to improve

directors’ skills and their ability to

effectively deliver their

responsibilities.

A.5.,3

The Board can request to designate the Corporate Secretary

who should assist the Board in complying with its obligations

under law, Board internal regulation and other policies. The

Corporate Secretary should be a senior officer in the Company

tasked with assisting the Board and its committees in

organising their activities, in preparing for the meetings,

annual Board and committee performance evaluation and

director training programs, if the case.

Following the implementation of the new BSE

Corporate Governance Code, the Company revised

its Corporate Governance Regulation in respect of

the Secretary’s responsibilities regarding the

annual performance assessment of the Board and

its committees and the training programs for the

Board members, document that has been

approved by the Executive Board and that will

enter into force after its approval by the

Supervisory Board.

A: GOVERNING

BODIES

A.5. The Board should set up robust

Board operating procedures as well as

Board evaluation and continuous

A.5.,4

The Board should clearly define the rights and responsibilities,

scope of authority and other issues related to the Corporate

Secretary.

The rights and responsibilities of the Secretary of

the Supervisory Board are set out in the Board's

Rules of Organisation and Functioning.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 98/150

development mechanisms to improve

directors’ skills and their ability to

effectively deliver their

responsibilities.

A: GOVERNING

BODIES

A.5. The Board should set up robust

Board operating procedures as well as

Board evaluation and continuous

development mechanisms to improve

directors’ skills and their ability to

effectively deliver their

responsibilities.

A.5.,5

The Board and its committees should develop and approve an

annual internal work plan identifying topics to address during

the year before the end of the previous year. The plan should

take into account decisions that need to be proposed to the

GMS, reporting by management and internal control

functions, the required frequency of Board and Committee

meetings, and should be reviewed by the Chairperson,

assisted by the Corporate Secretary.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members, elected by the OGMS of 16.12.2024,

being in the process of authorization. The provision

will be implemented after the authorization of the

new Board members.

A: GOVERNING

BODIES

A.5. The Board should set up robust

Board operating procedures as well as

Board evaluation and continuous

development mechanisms to improve

directors’ skills and their ability to

effectively deliver their

responsibilities.

A.5.,6

The Board should conduct an annual evaluation of the

composition, activity and dynamics of the Board and its

committees, individually and as a whole, and which should be

coordinated by the Nomination and the Remuneration

Committee.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Policies and procedures for the

selection, adequacy assessment and nomination of

members of the management structure and of the

persons holding key functions, document that has

been approved by the Executive Board and that will

enter into force after its approval by the

Supervisory Board.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members, elected by the OGMS of 16.12.2024,

being in the process of authorization. The provision

will be implemented after the authorization of the

new Board members.

A: GOVERNING

BODIES

A.5. The Board should set up robust

Board operating procedures as well as

Board evaluation and continuous

development mechanisms to improve

directors’ skills and their ability to

effectively deliver their

responsibilities.

A.5.,7

The Nomination and Remuneration Committee should share

the results of the Board evaluation with the whole Board and

should then set follow up actions, if any, including professional

development and training plans for the Board to fill gaps.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members elected by the OGMS of 16.12.2024 being

in the process of authorization. The provision will

be implemented after the authorization of the new

Board members.

A: GOVERNING

BODIES

A.5. The Board should set up robust

Board operating procedures as well as

Board evaluation and continuous

development mechanisms to improve

directors’ skills and their ability to

effectively deliver their

responsibilities.

A.5.,8

The Board’s internal regulation should require Company

orientation (induction) programmes for newly appointed

directors, ensured by internal staff of the Company. The

Board’s internal regulation can also include references for

ongoing director education program, if needed. The

implementation of any orientation and ongoing trainings

programmes for directors (as per the Board decision) is made

under the oversight of the Nomination and Remuneration

Committee, with the support of the Corporate Secretary.

Based on the results of the annual board evaluation, the

Nomination and Remuneration Committee jointly with the

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Policies and procedures for the

selection, adequacy assessment and nomination of

members of the management structure and of the

persons holding key functions, documents that has

been approved by the Executive Board and that will

enter into force after its approval by the

Supervisory Board.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 99/150

Board Chairperson shall develop professional development

programmes focusing on the areas where capacity should be

built among Board members.

members, elected by the OGMS of 16.12.2024,

being in the process of authorization. The provision

will be implemented after the authorization of the

new Board members.

GOVERNING

BODIES

A.6. Executive management is

responsible for day-to-day

management of the Company. The

Board should ensure that the

executive management is capable of

effectively running the Company and

that its composition, competence,

roles and management incentives

support the successful

implementation of Company’s

strategy and plans.

A.6.,1

Executive management should run the Company and be

accountable to the Board. Division of responsibilities between

the Board and the executive management and between

different members of the executive management should be

clearly articulated in the Company’s by-laws and the internal

regulations of the Company.

The Company is managed in two-tier system, and

the responsibilities of the Supervisory Board are

different from those of the Executive Board, which

are provided for in the Internal Policies and

Procedures governing the Company’s operation as

an AIFM and in the Corporate Governance

Regulation.

A: GOVERNING

BODIES

A.6. Executive management is

responsible for day-to-day

management of the Company. The

Board should ensure that the

executive management is capable of

effectively running the Company and

that its composition, competence,

roles and management incentives

support the successful

implementation of Company’s

strategy and plans.

A.6.,2

When Board Chairperson and CEO roles are exercised by one

individual, the different responsibilities of the Board

Chairperson and CEO should be clearly defined and

distinguished in the Company by-laws.

Not applicable

In the two-tier management system, the

supervisory function is separate from the executive

function.

A: GOVERNING

BODIES

A.6. Executive management is

responsible for day-to-day

management of the Company. The

Board should ensure that the

executive management is capable of

effectively running the Company and

that its composition, competence,

roles and management incentives

support the successful

implementation of Company’s

strategy and plans.

A.6.,3

The Board should ensure that the executive management is

comprised of persons with adequate knowledge, skills,

diversity and experience to support successful Company

performance and that there are measures in place to provide

for the orderly succession of executive management.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed a Diversity Policy and the Policy for the

selection, nomination and assessment of the

management structures, documents that have

been approved by the Executive Board and that will

enter into force after their approval by the

Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members elected by the

OGMS of 16.12.2024 being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

A: GOVERNING

BODIES

A.6. Executive management is

responsible for day-to-day

management of the Company. The

Board should ensure that the

executive management is capable of

effectively running the Company and

A.6.,4

The Board, with the support of the Nomination and

Remuneration Committee, should annually evaluate executive

management’s performance, the effectiveness of its

cooperation with the Board, including the information

provided to the Board.

The Board, with the support of the Nomination and

Remuneration Committee, annually assesses the

performance of the executive management in

accordance with the applicable regulatory

framework, as well as the achievement of

performance indicators. The Executive Board

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 100/150

that its composition, competence,

roles and management incentives

support the successful

implementation of Company’s

strategy and plans.

provides the Supervisory Board with quarterly

activity reports.

B: RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.1. The Company should have an

adequate and effective internal

control framework and an enterprise

risk management framework, taking

into account its strategy, size,

complexity of operations and risk

profile including potential

environmental and social impact of its

activities.

B.1.,1

The Board determines the nature and extent of the risks the

Company is willing to take necessary for the achievement of

Company’s strategic objectives (i.e., the Company’s risk

appetite) and should ensure there are clear structures, policies

and procedures in place that identify, evaluate, report,

manage and monitor significant and emerging risks, including

risks related to sustainability, cybersecurity and the use of

digital technologies. The Board should explain in the annual

report the mechanisms and processes in place to identify and

manage risks.

The Supervisory Board approves the parameters

specific to the risk profile defined at the level of

the Company. The annual report explains the

mechanisms and processes implemented for the

identification and management of risks.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.1. The Company should have an

adequate and effective internal

control framework and an enterprise

risk management framework, taking

into account its strategy, size,

complexity of operations and risk

profile including potential

environmental and social impact of its

activities.

B.1.,2

The Board should adopt a formal risk management policy, to

ensure accurate, complete and timely identification,

measurement and reporting of risks, adequate and feasible

risk control measures as well as integration of an E&S risks into

the risk management framework in support of the Company’s

strategy implementation.

The risk management policy is part of the Policies

governing the Company’s operation as an A.I.F.M.

which are approved by the Supervisory Board.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.1. The Company should have an

adequate and effective internal

control framework and an enterprise

risk management framework, taking

into account its strategy, size,

complexity of operations and risk

profile including potential

environmental and social impact of its

activities.

B.1.,3

The Board and Audit Committee should understand emerging

information technology and artificial intelligence-related

changes so to mitigate cybersecurity risks. Time should be

given to the AI risks and opportunities and cybersecurity on

Board agenda to ensure understanding of cyber protection.

The Company will report regularly (at least

annually) to the Supervisory Board on emerging

changes in information technology and artificial

intelligence. At the same time, the participation of

Board members in professional training programs

in the field of cybersecurity and changes related to

information technology and artificial intelligence is

envisaged.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members, elected by the OGMS of 16.12.2024,

being in the process of authorization. The provision

will be implemented after the authorization of the

new Board members.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.1. The Company should have an

adequate and effective internal

control framework and an enterprise

risk management framework, taking

into account its strategy, size,

complexity of operations and risk

B.1.,4

The Company is recommended to establish a risk management

function responsible for ensuring accurate, complete and

timely identification of the risks, ensuring that adequate and

feasible risk control measures are in place and monitoring the

risk management procedures. The risk management function,

through the Chief Risk Officer (CRO), where present, should

At the level of the Company, the Risk Management

Department is established, within which the risk

manager operates, who is subordinated to the

Supervisory Board. His responsibilities are

stipulated in the Company's internal regulations

and Corporate Governance Regulation.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 101/150

profile including potential

environmental and social impact of its

activities.

have a direct communication and functional reporting to the

Board and Audit Committee (if there is no separate Risk

Committee).

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.1. The Company should have an

adequate and effective internal

control framework and an enterprise

risk management framework, taking

into account its strategy, size,

complexity of operations and risk

profile including potential

environmental and social impact of its

activities.

B.1.,5

The Board with the assistance from the Audit Committee

should at least annually assess the adequacy and effectiveness

of Company’s risk management and internal control

framework (including operational and compliance controls)

and make relevant recommendations. The assessment should

consider the effectiveness and scope of the internal audit

function, the adequacy of risk management and compliance,

internal control reports, if they are required by applicable

legislation, to the Audit Committee, management’s

responsiveness and effectiveness in dealing with identified

internal control failings or weaknesses and submission of

relevant reports to the Board.

The Board, with the support of the Audit

Committee, assess at least annually the adequacy

and effectiveness of the Company's risk

management and internal control framework on

the basis of the reports of the Executive Board and

key functions.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.1. The Company should have an

adequate and effective internal

control framework and an enterprise

risk management framework, taking

into account its strategy, size,

complexity of operations and risk

profile including potential

environmental and social impact of its

activities.

B.1.,6

The Company should develop and make available on a free of

charge basis on the Company’s website a whistle-blowing

mechanism which would enable employees and stakeholders

to make reports about suspected breaches or wrongdoings as

per the applicable legislation in place.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Whistleblowing Procedure that has

been approved by the Executive Board and that will

enter into force after its approval by the

Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members elected by the

OGMS of 16.12.2024 being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.2. The Audit Committee should

assist the Board with ensuring the

integrity of financial and non-financial

reporting, establishing an effective

risk management and internal control

framework and maintaining an

appropriate relationship with the

Company’s external auditors.

B.2.,1

In addition to its responsibilities mentioned in legislation and

elsewhere in the Code, the Audit Committee should:

• Review the Company’s internal controls and risk

management frameworks;

• Oversee the development and application of the

Company’s policies on conflicts of interests and related

party transactions;

• Ensure independence and review the effectiveness of the

Company’s internal audit function and make a

recommendation to the Board;

• Oversee the internal audit function;

• Oversee the preparation of sustainability-related reports

and information included in them, unless this task is

assigned to another committee;

• Oversee the framework for ensuring the Company’s

compliance with applicable legal and regulatory

requirements and internal regulations of the Company (like

the procedures for reporting breaches of the law or the

The responsibilities of the Audit Committee are

those provided for by the applicable law and are

included in the Policies and Procedures governing

the Company's operation as an A.I.F.M. and the

Corporate Governance Regulation.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 102/150

Company’s Code of Conduct), unless this task is assigned to

another committee.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.2. The Audit Committee should

assist the Board with ensuring the

integrity of financial and non-financial

reporting, establishing an effective

risk management and internal control

framework and maintaining an

appropriate relationship with the

Company’s external auditors.

B.2.,2

Whenever the Code mentions reviews or analysis to be

exercised by the Audit Committee, these should be followed

by regular (at least annual) or ad-hoc reports to the Board.

The Audit Committee regularly draws up

recommendations that are submitted to the

Supervisory Board. It reports periodically (annually)

on the activity carried out in accordance with its

duties, a report that will also include the

recommendations made and addressed to the

Supervisory Board regarding the internal control,

internal audit and financial audit system. The

annual report is sent to the F.S.A. within 6 months

from the end of the financial year and, whenever

necessary.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.2. The Audit Committee should

assist the Board with ensuring the

integrity of financial and non-financial

reporting, establishing an effective

risk management and internal control

framework and maintaining an

appropriate relationship with the

Company’s external auditors.

B.2.,3

The Audit Committee should monitor the independence and

objectivity of the external auditor. The Committee should

approve a policy on the provision of permitted non-audit

services by the external auditor in line with legal requirements

and enforce implementation of that policy. Committee’s

findings regarding the independence of the external auditor

should be disclosed in the annual report.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Policy on the Provision of Non-Audit

Services by the External Auditor that has been

approved by the Executive Board and that will

enter into force after its approval by the

Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members elected by the

OGMS of 16.12.2024 being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.2. The Audit Committee should

assist the Board with ensuring the

integrity of financial and non-financial

reporting, establishing an effective

risk management and internal control

framework and maintaining an

appropriate relationship with the

Company’s external auditors.

B.2.,4

The Audit Committee should discuss the annual audit work

plan with the external auditor covering the scope and

materiality of the activities to be audited. The audit committee

should meet the external auditor as needed to discuss issues

identified and to monitor the quality of the services provided.

The responsibilities of the Audit Committee are set

out in the Company's Policies and Procedures

governing the Company’s operation as an A.I.F.M.

and the Corporate Governance Regulation.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.3. The Board should ensure the

independence of the internal audit

function. Company’s internal audit

function should provide independent

and objective assurance on the

effectiveness of risk management

framework and internal control

framework.

B.3.,1

The Board should ensure that the internal audit has the

authority, resources and procedures adequate to assist the

Board in ensuring effectiveness and efficiency of the

Company’s risk management and internal control framework.

The rights and obligations of the internal auditor

are set out in the audit contract concluded by the

latter with the Company.

B: RISK

MANAGEMENT

AND INTERNAL

B.3. The Board should ensure the

independence of the internal audit

function. Company’s internal audit

function should provide independent

B.3.,2

To ensure fulfillment of the core functions of the internal audit

function, the head of the function should be appointed by and

report functionally directly to the Board via the Audit

Committee, who shall be tasked with approving his/her

The responsibilities of the Audit Committee are

those provided for by the Policies and Procedures

governing the Company's operation as an A.I.F.M.

and the Corporate Governance Regulation.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 103/150

CONTROL

FRAMEWORK

and objective assurance on the

effectiveness of risk management

framework and internal control

framework.

appointment and dismissal. This is without prejudice to

administrative reporting to the CEO and sharing information

with the Company’s executive management, in line with legal

requirements and professional standards.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.3. The Board should ensure the

independence of the internal audit

function. Company’s internal audit

function should provide independent

and objective assurance on the

effectiveness of risk management

framework and internal control

framework.

B.3.,3

The internal audit function should be established in line with

applicable legal requirements and industry standards (e.g.,

Institute of Internal Auditors). The internal audit authority,

composition, remuneration, annual budget, working

procedures and other relevant matters shall be regulated in

separate internal audit’s internal regulation approved by the

Board, following the recommendation of the Audit

Committee.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Internal Audit Regulation that has

been approved by the Executive Board and that will

enter into force after its approval by the

Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members, elected by the

OGMS of 16.12.2024, being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

B: RISK

MANAGEMENT

AND INTERNAL

CONTROL

FRAMEWORK

B.3. The Board should ensure the

independence of the internal audit

function. Company’s internal audit

function should provide independent

and objective assurance on the

effectiveness of risk management

framework and internal control

framework.

B.3,4

The Audit Committee should agree an annual internal audit

work plan with the internal auditor, receive internal audit

reports, updates on key audit issues, monitor implementation

of recommendations of the internal audit and provide

necessary guidance.

The Audit Committee reviews the Annual Internal

Audit Plan and makes the recommendation for the

approval of the plan by the Supervisory Board.

C: PERFORMANCE, MOTIVATION AND REWARD

PERFORMANCE,

MOTIVATION

AND REWARD

C.1. Members of the Board shall

receive remuneration corresponding

to the volume and weight of powers

and their responsibilities, rather than

the performance of management or

the Company. The structure and

amount of director’s remuneration

should enable the Company to attract,

retain and motivate the competent

and qualified directors.

C.1.,1

Board members should receive remuneration, as per the

Remuneration Policy of the Company. Members who also

serve on Board committees should receive additional

remuneration for this work. But in no circumstances should

the remuneration be linked to the number of board or

committee meetings.

The remuneration of the members of the

Supervisory Board is established annually by the

General Meeting of Shareholders. The

management contracts, approved by the General

Shareholders' Meeting, provide for the granting of

additional remuneration to the members who are

part of the advisory committees, amounting to 10%

of the individual gross monthly remuneration,

regardless of the number of committees to which

they are part of.

PERFORMANCE,

MOTIVATION

AND REWARD

C.2. The Board shall ensure there is a

formal and transparent policy and

procedure for determining the

remuneration of executive

management that aligns with the long-

term interests of the Company and the

Company’s strategy. This policy shall

be presented, subject for approval, to

C.2.,1

The Board should determine the annual remuneration of the

executive management, based on the recommendations of

the Nomination and Remuneration Committee and in

accordance with the Company’s remuneration policy. The

remuneration policy should be prepared in accordance with

the relevant legal requirements.

The annual remuneration of the Executive Board

members is established based on the

recommendations of the Nomination and

Remuneration Committee and in accordance with

the Company's Remuneration Policy.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 104/150

the GMS in line with legal

requirements.

PERFORMANCE,

MOTIVATION

AND REWARD

C.2. The Board shall ensure there is a

formal and transparent policy and

procedure for determining the

remuneration of executive

management that aligns with the long-

term interests of the Company and the

Company’s strategy. This policy shall

be presented, subject for approval, to

the GMS in line with legal

requirements.

C.2.,2

Levels of remuneration for executive management members

and key performance indicators taken into account when

determining variable (performance-based) part of the

remuneration should be set in advance and be measurable

and appropriate in relation to the agreed strategy and risk

appetite, the economic environment within which the

Company operates, and the pay and conditions of employees

within the Company. In particular, they should include

indicators related to non-financial performance and

appropriate sustainability objectives.

Currently, no sustainability targets are set for the

members of the Executive Board; in accordance

with the 2024-2028 Strategy the Company will

gradually review the company's policies and

procedures in the field of E.S.G., so that, by the end

of the reference period of the Strategy, the

Company will integrate sustainability-related risks

into its investment decisions and will take into

account the negative effects of investment

decisions on sustainability factors.

PERFORMANCE,

MOTIVATION

AND REWARD

C.2. The Board shall ensure there is a

formal and transparent policy and

procedure for determining the

remuneration of executive

management that aligns with the long-

term interests of the Company and the

Company’s strategy. This policy shall

be presented, subject for approval, to

the GMS in line with legal

requirements.

C.2.,3

Company’s shares and/or share purchase options should

represent a significant part (e.g., not less than 10%) of the

executive management member’s total variable

remuneration.

According to the Remuneration Policy, the variable

remuneration consists exclusively of shares issued

by the Company.

D: DISCLOSURE AND INVESTOR RELATIONS

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,1

The Company should make sure to provide accurate, complete

and timely financial and operational information, including

quarterly, half-yearly and annual reports, as well as current

reports. Companies should ensure all relevant information is

easily accessible to investors, including through the Company

website and other public information sources, as the case may

be.

Information for shareholders and investors is

available in the Investor Relations section of the

Company's website

www.transilvaniainvestments.ro

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,2

The Company is recommended to have an Investor Relations

(IR) function and should appoint a dedicated person in charge

of IR function. The contact details of the person or persons

charged of the IR function shall be available on the Company’s

website. The IR function will report directly to the CEO/CFO,

underscoring its significance within the Company's hierarchy

and emphasizing its central role in managing and

communicating the Company’s capital market engagements

and status. The Company should organise induction and

regular training/courses, if needed, for the IR function,

tailored to its specific needs and responsibilities.

The Company has set up a Department that is

responsible for investor relations, the contact

details are available on the Company's website.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

D.1.,3

The Company should include on its corporate website a

dedicated Investor Relations section, with all relevant

information of interest for investors, available both in

Romanian and English.

Information for shareholders and investors is

available in the Investor Relations section of the

Company's website

www.transilvaniainvestments.ro

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 105/150

adequate systems for financial and

sustainability reporting.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,3

The company should include on its Investor Relations section:

• Main corporate regulations: updated articles of

association, GMS procedures, board’s internal regulation

and board committees’ internal regulations.

The documents are available in the Corporate

Covernance and Shareholder Meetings sections of

the Company's website

www.transilvaniainvestments.ro

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,3

The company should include on its Investor Relations section:

• List of current members of the Board, Board’s

Committees and executive management, providing an

up-to-date information on independence status ,

professional CVs (containing at least: name, surname,

gender, nationality, age; work experience by year,

position and Company; studies, field of study and

academic or professional institution granting the

diploma), other professional commitments, including

executive and non-executive Board positions in

companies, not-for-profit institutions and state

institutions; relationship with shareholders holding at

least 5% of the voting rights/shares issued by the

Company; the duration of the appointment of the

members of the Board, the Committees and the

executive management, specifying the date from which

they were appointed.

The information is available in the About

us/Management section of the Company's

website www.transilvaniainvestments.ro

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,3

The company should include on its Investor Relations section:

• Current reports and periodic reports (quarterly, semi-

annual and annual reports).

Current reports and periodic reports are available

in the Investor relations section of the Company's

website www.transilvaniainvestments.ro

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,3

The company should include on its Investor Relations section:

• Information related to GMS: the agenda, supporting

materials and the decisions taken; procedure for running

the GMS; the Nomination Policy; candidates’

professional CVs (containing at least: name, surname,

gender, nationality, age; work experience by year,

position and Company; studies, field of study and

academic or professional institution granting the

diploma), as well as any other information presented at

A.3.3; communication channel(s) for shareholders to

address questions; answers to shareholders’ questions

related to the agenda; declarations of independence for

board candidates and evaluations made by Nomination

The information is available in the Shareholder

Meetings sections of the Company's website

www.transilvaniainvestments.ro

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 106/150

and Remuneration Committee/Board for candidates,

including their compliance with independence criteria.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,3

The company should include on its Investor Relations section:

• Information on Board evaluation, made as per Provision

A.5.7, including evaluation criteria and process, as well as

a summary result of the evaluation and actions that have

been or will be undertaken as a result of the evaluation.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members, elected by the OGMS of 16.12.2024,

being in the process of authorization. The provision

will be implemented after the authorization of the

new Board members.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,3

The company should include on its Investor Relations section:

• 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 the deadlines and

principles applied to such operations. Such information

should be published within a timeframe that enables

investors to make investment decisions.

The information is available in the Investor

relations section of the Company's website

www.transilvaniainvestments.ro

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,3

The company should include on its Investor Relations section:

• Corporate policies, among which code of conduct,

dividend policy, remuneration policy, forecast policy,

policy for communication with investors, the corporate

social responsibility (CSR)/sponsorship policy, policy for

related parties’ transactions, policy for diversity, equity

and inclusion, and whistleblowing policy (if not already

part of the Code of Conduct).

Following the implementation of the new BSE

Corporate Governance Code, the Company has

drafted the Code of Conduct, the Related Party

Trading Policy, the Diversity Policy and the

Whistleblowing Procedure, documents that have

been approved by the Executive Board and that will

enter into force after their approval by the

Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members, elected by the

OGMS of 16.12.2024, being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1,4

The Company should organise at least two

meetings/conference calls with analysts and investors each

year. The information presented on these occasions should be

published in the IR section of the Company website at the time

of the meetings/conference calls.

The Company organized four video conferences for

investors and analysts, to present the financial

results recorded in FY 2024, Q1 2025, H1 2025 and

Q3 2025. The materials presented to investors and

audio recordings of the conferences are available

on the Company's website, in the Investor

Presentations section.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1,5

The Company should disclose the material and reportable

non-financial and sustainability issues with emphasis on the

disclosure of environmental, social and governance (ESG)

issues of its business and operations in line with the

recognized standard of sustainability reporting. The

Company’s sustainability statements shall be disclosed on its

website.

The Company has voluntarily published its second

sustainability report, namely the Sustainability

Report for 2024, prepared in accordance with the

European Sustainability Reporting Standards (ESRS)

and the European Corporate Sustainability

Reporting Directive (CSRD).

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 107/150

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.1. The Company should ensure

adequate communications with

shareholders, investors, regulators

and other stakeholders and establish

adequate systems for financial and

sustainability reporting.

D.1.,6

The Company should have a CSR/sponsorship policy to guide

the activity in the area of supporting CSR activities and

sponsorship.

The Social responsibility policy is available in the

Corporate Governance section of the Company's

website www.transilvaniainvestments.ro.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.2. The Company should ensure fair

and equitable treatment of all its

shareholders, as well as availability of

all needed tools and information to

allow shareholders to exercise their

rights in relation to the Company.

D.2.,1

The Company should have a dividend policy as a set of

directions the Company intends to follow regarding the

distribution of net profit.

The Shareholder remuneration policy is available

in the Corporate Governance section of the

Company's website

www.transilvaniainvestments.ro.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.2. The Company should ensure fair

and equitable treatment of all its

shareholders, as well as availability of

all needed tools and information to

allow shareholders to exercise their

rights in relation to the Company.

D.2.,2

The procedure for running the GMS should not restrict the

participation of shareholders in GMS and the exercise of their

rights. Amendments of the procedure for running the GMS

should take effect, at the earliest, as of the next GMS.

The Procedure for organizing and conducting the

general meetings of shareholders is available in

the Shareholder Meetings sections of the

Company's website

www.transilvaniainvestments.ro

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.2. The Company should ensure fair

and equitable treatment of all its

shareholders, as well as availability of

all needed tools and information to

allow shareholders to exercise their

rights in relation to the Company.

D.2.,3

The external auditors should attend the shareholders’

meetings where their reports are presented, in order to

respond to shareholders’ questions.

The external auditor participates in the general

meetings of shareholders and presents the

financial audit report.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.2. The Company should ensure fair

and equitable treatment of all its

shareholders, as well as availability of

all needed tools and information to

allow shareholders to exercise their

rights in relation to the Company.

D.2.,4

The Board should present to the annual GMS a summary of

the assessment of the adequacy and effectiveness of the risk

management and internal control framework, as per the

related information included in the annual report.

The Supervisory Board presents the information in

the annual report.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.2. The Company should ensure fair

and equitable treatment of all its

shareholders, as well as availability of

all needed tools and information to

allow shareholders to exercise their

rights in relation to the Company.

D.2.,5

The Company should stimulate engagement with

shareholders and investors by:

• Encouraging active shareholder participation in GMS, like

ensuring conditions for virtual participation.

• Holding regular briefings and updates for investors,

especially during significant corporate events.

• Establishing channels for shareholders to provide feedback

and ask questions, ensuring responses are timely and

comprehensive.

Shareholders may participate and vote at the

shareholder meetings by direct participation, by

correspondence (including by electronic means)

and by representation.

The Company periodically organizes conferences

for the presentation of annual and interim financial

statements, and events dedicated to investors such

as Investor Day.

Shareholders can contact the Company via email,

telephone and contact form, which are available on

the Company's website.

D: DISCLOSURE

AND INVESTOR

RELATIONS

D.2. The Company should ensure fair

and equitable treatment of all its

shareholders, as well as availability of

all needed tools and information to

D.2.,6

Any professional, consultant, expert or financial analyst may

participate in the shareholders’ meeting upon prior invitation

from the Chairperson of the Board. Accredited journalists may

According to the procedures regarding the

conducting of the general meetings.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 108/150

allow shareholders to exercise their

rights in relation to the Company.

also participate in the GMS, unless the Chairperson decides

otherwise.

E: SUSTAINABILITY AND STAKEHOLDERS

SUSTAINABILITY

AND

STAKEHOLDERS

E.1. The Company should integrate

sustainability aspects in its strategy

and mitigate any material negative

environmental and social impacts of

its operations, to the possible extent.

E.1.,1

The Board should ensure that sustainability, environmental

and social considerations are integrated in the Company’s

strategy and operations, risk management and remuneration

practices and shall oversee this integration. A specialised

sustainability committee or one of the standing committees of

the Board shall assist the Board with these tasks.

On 31.12.2025, the Board consisted of a single

member authorized by the F.S.A., the other four

members elected by the OGMS of 16.12.2024 being

in the process of authorization. The provision will

be implemented after the authorization of the new

Board members.

SUSTAINABILITY

AND

STAKEHOLDERS

E.1. The Company should integrate

sustainability aspects in its strategy

and mitigate any material negative

environmental and social impacts of

its operations, to the possible extent.

E.1.,2

The Board should ensure that Company’s operations run

according to the national and international E&S standards and

Company’s E&S policies are consistent with its long-term

objectives. In particular, the Company shall have internal acts

relating to its responsibilities for environmental and social

issues and policies and procedures that enable it to identify

material factors and assess the impact on the Company’s

activities.

Currently, no ESG targets and policies are set;

according to the 2024-2028 Strategy, the Company

will gradually review the company's policies and

procedures in the field of E.S.G., so that, by the end

of the reference period of the Strategy, the

Company will integrate sustainability-related risks

into its investment decisions and will take into

account the negative effects of investment

decisions on sustainability factors.

SUSTAINABILITY

AND

STAKEHOLDERS

E.1. The Company should integrate

sustainability aspects in its strategy

and mitigate any material negative

environmental and social impacts of

its operations, to the possible extent.

E.1.,3

Whenever a decision to be approved by the Board has

potential material and negative E&S impact, the Board should

receive from the executive management (i) an analysis on how

this decision is aligned with the Company’s sustainability

objectives and E&S policies or (ii) proposal of the measures to

mitigate negative E&S impacts.

Currently, no ESG targets and policies are set;

according to the 2024-2028 Strategy, the Company

will gradually review the company's policies and

procedures in the field of E.S.G., so that, by the end

of the reference period of the Strategy, the

Company will integrate sustainability-related risks

into its investment decisions and will take into

account the negative effects of investment

decisions on sustainability factors.

SUSTAINABILITY

AND

STAKEHOLDERS

E.2. The Company should have in place

a process for identifying the

stakeholders affected by Company’s

operations. The Board should take

into consideration stakeholders’

interests and ensure there is active

communication between the

Company and its stakeholders.

E.2.,1

The Board should ensure that there is a formal stakeholder

identification process for Company’s stakeholders including

investors, creditors, clients, employees and suppliers, as well

as targeted approaches for engaging with its priority

stakeholders.

The provision will be implemented in the context of

carrying out the double materiality assessment for

the first Sustainability Statement that the Company

will have the legal obligation to prepare.

SUSTAINABILITY

AND

STAKEHOLDERS

E.3. The Board should adopt a Code of

Conduct with adequate scope

including guiding principles which

reflect the Company’s commitment to

ethics, integrity and quality of

performance.

E.3.,1

The Board should develop a purpose statement and a vision

statement as well as articulate Company’s values, so the entire

organisation understands the Company’s strategic direction.

According to the 2024-2028 Strategy, the Company

will gradually review the company's policies and

procedures in the field of E.S.G., so that, by the end

of the reference period of the Strategy, the

Company will integrate sustainability-related risks

into its investment decisions and will take into

account the negative effects of investment

decisions on sustainability factors.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 109/150

SUSTAINABILITY

AND

STAKEHOLDERS

E.3. The Board should adopt a Code of

Conduct with adequate scope

including guiding principles which

reflect the Company’s commitment to

ethics, integrity and quality of

performance.

E.3.,2

The Board should adopt a Code of Conduct for Board

members, executive management and Company employees,

with clear provisions aimed at preventing and sanctioning

fraud and bribery. The Board should not permit any waiver of

any ethics requirement by any director, executive manager or

employee.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Code of Conduct that has been

approved by the Executive Board and that will

enter into force after its approval by the

Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members, elected by the

OGMS of 16.12.2024, being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

SUSTAINABILITY

AND

STAKEHOLDERS

E.3. The Board should adopt a Code of

Conduct with adequate scope

including guiding principles which

reflect the Company’s commitment to

ethics, integrity and quality of

performance.

E.3.,3

The Board should ensure that the Code of Conduct policies are

integrated into Company’s practices and incorporated into the

onboarding process for new hires. The Board should ensure

the efficient implementation and monitoring of compliance

with the Code of Conduct and periodically review it.

Following the implementation of the new BSE

Corporate Governance Code, the Company has

developed the Code of Conduct that has been

approved by the Executive Board and that will

enter into force after its approval by the

Supervisory Board. On 31.12.2025, the Board

consisted of a single member authorized by the

F.S.A., the other four members, elected by the

OGMS of 16.12.2024, being in the process of

authorization. The provision will be implemented

after the authorization of the new Board members.

Marius-Adrian Moldovan

Executive President

Răzvan-Legian Raț

Executive Vice-President

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 110/150

Annex no. 5

Statement on the application of

the corporate governance principles, as at 31.12.2025

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

No.

Rules for the application of the corporate governance

principles

Compliance

If NO - explain

Yes

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.

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.

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.

The regulated entity has drafted a communication

strategy with the interested parties in order to ensure

proper information.

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.

The Board meets at least once every three months in

order to monitor the way the activity of the regulated

entity is carried out.

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.

In its activity, the Board is assisted by a remuneration

committee that issue recommendations

The remuneration committee submits to the Board annual

reports regarding its activity

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.

11.

The advisory committees submit to the Board

materials/reports regarding issues entrusted by the

Board.

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.

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.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 111/150

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.

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.

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.

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.

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.

19.

The Board has adopted a procedure for the identification

and proper settlement of the conflict-of-interest

situations.

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.

21.

The Board reviews, at least once a year, the efficiency of

the risk administration /management system of the

regulated entity.

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.

23.

The regulated entity has in place clear action plans for

ensuring business continuity and for emergency

situations.

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.

Not applicable.

Marius-Adrian Moldovan

Executive President

Răzvan-Legian Raț

Executive Vice-President

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 112/150

Annex no. 6

REMUNERATION REPORT OF

TRANSILVANIA INVESTMENTS ALLIANCE S.A.

for the year 2025

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 a self-managed, diversified closed-end Retail Investor Alternative

Investment Fund (R.I.A.I.F.), set up as an investment company. At the same time, Transilvania Investments

Alliance is authorized as an Alternative Investment Fund Manager (A.I.F.M.)

The Company carries out its activity in accordance with the applicable Romanian law and is managed under

a two-tier system.

General framework

This Report is prepared in accordance with the legal provisions and will accompany the annual financial

statements of Transilvania Investments Alliance S.A. The report is intended to present an overview of the

remuneration and benefits granted during the last financial year to the Company’s management, in

accordance with the Remuneration Policy approved by the shareholders.

In accordance with the Remuneration policy, the remunerations and benefits granted shall be disclosed in

the remuneration report prepared for the last financial year, in accordance with the legal provisions, which

is submitted to the vote in the Ordinary General Meeting of Shareholders together with the financial

statements, the shareholders’ vote having a consultative character. The Remuneration Report is audited

by the Company’s financial auditor and is available on the Company’s website for a 10-year period.

Therefore, the Report for the financial year 2025 (the Report) has been prepared in accordance with the

provisions of Law 24/2017 on issuers of financial instruments and market operations, republished, as

further amended and supplemented. The Report will be submitted to the vote in the annual Ordinary

General Meeting of Shareholders of April 2026, the shareholders’ vote having a consultative character. The

Remuneration Report will be published after the Ordinary General Meeting of Shareholders on the

Company’s website www.transilvaniainvestments.ro and will be available to the public for a 10-year

period.

The Remuneration report for the year 2024 was approved by the Ordinary General Meeting of

Shareholders of April 2025 with the majority of votes and no additional requirements were formulated

during the general meeting.

Given the Company’s capacity as an Alternative Investment Fund Manager (A.I.F.M.) and Retail Investor

Alternative Investment Fund (R.I.A.I.F.), the Report is prepared also in accordance with the applicable

legislative framework, namely:

• Law no. 74/2015 on alternative investment fund managers;

• F.S.A. Regulation no. 10/2015 on the management of alternative investment funds, as further

amended and supplemented;

• ESMA Guide 232/2013 on sound remuneration policies under AIFMD;

• Law no. 31/1990 on companies;

• Law no. 24/2017 on issuers of financial instruments and market operations.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 113/150

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.

As at 01.01.2025, the Supervisory Board of Transilvania Investments consisted of four members: Mr.

Patriţiu Abrudan - Chairman, Mr. Marius-Petre Nicoară – Deputy Chairman, Mr. Vasile-Cosmin Turcu –

member and Mr. Horia-Cătălin Bozgan - member. The mandate of the Supervisory Board members was

valid until April 19, 2025.

The Ordinary General Meeting of Shareholders of 16.12.2024 approved the election of the new Supervisory

Board of the Company consisting of 5 members, namely Mr. Horia-Cătălin Bozgan, Mr. Marius-Petre

Nicoară, Mr. Vasile-Cosmin Turcu, Mr. Patrițiu Abrudan and Mrs. Adriana Tiron-Tudor, for a 4-year

mandate, between April 20, 2025 and April 19, 2029; the elected members will exercise their duties only

after their authorization by the Financial Supervisory Authority.

Through Authorization no. 42/17.04.2025, the Financial Supervisory Authority authorized the changes in

the significant conditions based on which the Company was authorized, as a result of the appointment of

Professor Adriana Tiron-Tudor, PhD, as a member of the Supervisory Board, for a 4-year mandate, starting

on 20.04.2025 and until 19.04.2029, in accordance with the Resolution no. 1/16.12.2024 of the Ordinary

General Meeting of Shareholders.

Consequently, as at 31 December 2025, the Supervisory Board of Transilvania Investments had only one

member, namely Professor Adriana Tiron-Tudor, PhD, while the other members elected by the O.G.M.S. of

December 16, 2024 were still undergoing the authorization procedure with the F.S.A.

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 Alliance S.A. provides the actual management of the

Company.

In accordance with the Articles of Incorporation, the Executive Board is appointed by the Supervisory Board

and is composed of three members, an executive president and two executive vice-presidents.

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

additional 4-year periods.

The members of the Executive Board carry out their activity based on the mandate contract (signed on

behalf of the Company by the president of the Supervisory Board), the Organisation and Operation

Regulation of the Executive Board and the Company’s Articles of Incorporation.

As at January 1, 2025, the Company’s Executive Board consisted of three members: Mr. Marius-Adrian

Moldovan –Executive President (F.S.A. Authorization No. 88/09.08.2024), Mr. Răzvan-Legian Raț –

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 114/150

Executive Vice-President (F.S.A. Authorization No. 50/19.04.2024), and Ms. Stela Corpacian – Executive

Vice-President (F.S.A. Authorization No. 52/26.04.2024).

On April 14, 2025, Mrs. Stela Corpacian - Executive Vice-President submitted her unilateral decision to

resign as a member of the Executive Board as of April 21, 2025.

Consequently, as at December 31, 2025, the Executive Board consisted of two members: Mr. Marius-

Adrian Moldovan – Executive President and Mr. Răzvan-Legian Raț – Executive Vice-President. The

mandate of the Executive Board members is valid until April 20, 2028.

2. Remuneration of the Company’s management

The remuneration of the Supervisory Board members and Executive Board members is carried out in

accordance with the Company’s Articles of Incorporation, the Remuneration Policy, approved by the

Ordinary General Meeting of Shareholders of 28.04.2022 and 22.04.2024, and the share buy-back

programmes for the implementation of the annual Stock Option Plans (SOP), approved by the general

meeting of shareholders.

The Remuneration Policy was drafted in compliance with the provisions of Law no. 74/2015 on alternative

investment fund managers, the ESMA Guide 232/2013 and Law no. 24/2017 on issuers of financial

instruments and market operations. The remuneration policy is available on the Company’s website, along

with the result of the shareholders' vote.

The variable component of the remuneration is determined by reference to the financial and non-financial

performance indicators. The remuneration and benefits granted to the members of the Supervisory Board

and the Executive Board, according to the provisions of the management/mandate contract, are presented

in the audited annual financial statements, in the Annual Report of the Remuneration Committee and in

the Reports of the Supervisory Board/Executive Board.

In accordance with the Remuneration policy, the total annual remuneration consists in a fixed component

and may include a variable component. There is an adequate balance between the fixed and variable

component of the total remuneration. The fixed component accounts for a sufficiently high percentage

out of the total remuneration, which 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

Fixed remuneration is the fixed component of the remuneration, not conditioned by the fulfilment of

certain performance criteria, whose main element consists of the salaries or indemnities granted in

accordance with the management/mandate contract. The Company seeks to provide a competitive basic

remuneration, aligned to the market practices, considering the focus on the variable component of the

remuneration.

The level of the fixed (basic) remuneration is determined by considering the relevant professional

experience and the responsibilities within the company (level of undertaken risk and decision, liability,

authority and control) for each position within the organisational structure of the Company.

For each position within the Company’s organisational structure, roles and responsibilities are clearly

defined together with a set of skills and competencies necessary to hold the concerned position.

The level of fixed remuneration of the Supervisory Board members and the Executive Board members for

the year 2025 was the following:

The fixed monthly remunerations of the Supervisory Board members who exercised their mandate during

01.01.2025-19.04.2025 were approved by the Ordinary Meeting of Shareholders of 22.04.2024, as follows:

3.56 company-average gross salaries for the Chairman, 2.84 company-average gross salaries for the Deputy

Chairman and 2.43 company-average gross salaries for the other members of the Supervisory Board. The

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 115/150

average gross salary, based on which the remuneration of the Supervisory Board members is calculated, is

the one recorded in the last month of 2023.

The fixed monthly remunerations of the Supervisory Board members who exercised their mandate during

20.04.2025-31.12.2025, elected by the Ordinary Meeting of Shareholders of 16.12.2024, were approved

by the same shareholders’ meeting, as follows: 2.65 company-average gross salaries for the Chairman and

2.25 company-average gross salaries for the other members of the Supervisory Board. The average gross

salary, based on which the remuneration of the Supervisory Board members is calculated, is the one

recorded in the November 2024.

The limits of the fixed monthly remuneration of the Executive Board members, stipulated in the Company

remuneration policy, approved by the Ordinary General Meeting of Shareholders of 22.04.2024, are as

follows: between 3 and 6 company-average gross salaries recorded in the last month of 2023 for the

President of the Executive Board and between 2.5 and 5 company-average gross salaries recorded in the

last month of 2023 for the Vice-Presidents of the Executive Board. The effective level of remuneration is

laid down in the mandate contracts.

2.2. Variable remuneration

Variable remuneration is an additional payment or indemnity paid by the Company by considering

performance criteria, being intended to recognize the performance of the identified staff within a certain

period, and it is a differential element of the remuneration package.

The variable remuneration is granted by complying with the following general limitation: the total variable

remuneration shall not exceed 1.2% of the average total asset value afferent to the year for which the

variable remuneration is established, value calculated and reported in accordance with the legal provisions

in force.

The members of the Supervisory Board and the Executive Board have the right to receive variable

remuneration in the form 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 applicable to A.I.F.M.

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

• Individual performance, regarding both annual objectives (KPI) and Company performance

• Operational (non-financial) performance

• General achievements in the field of social responsibility..

The measurement of the risk-aligned performance is carried out in an adequate framework to guarantee

that the assessment process is based on performance and that the actual payment of the variable

remuneration components which depend on performance is carried out for a period which considers the

Company’s policies and their attached risks.

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

The performance is assessed within a multi-annual framework to ensure that the assessment process is

based on long-term performance results. The results of the assessment process are the basis of the

motivational policies, which include granting a variable remuneration. The remuneration granted according

to the Remuneration Policy actively contributes to the long-term performance of the company, falling

within the multi-annual performance indicators provided in Chap. IV of the Fund Strategy and the

Investment Policy Statement.

In terms of the multi-annual framework, the Company’s Investment Policy Statement establishes an

investment horizon between 2024 – 2028. Thus, during the mentioned investment horizon, Transilvania

Investments aims to align its activity with the following performance indicators (K.P.I.) in compliance with

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 116/150

the 2024-2028 Strategy: Annual increase

in the Net Asset Value per Share (NAVPS) by at least 6% (increase

calculated before any distribution of dividends and/or other shareholder remuneration forms) and annual

reduction

of the trading discount by at least 7%.

The total variable remuneration is calculated so that it is in direct connection to both the individual

performance 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 the variable component not to be

paid in case of an unsatisfactory performance.

The total remuneration granted complies with the provisions of the Remuneration Policy, respectively the

variable remuneration related to the year 2025 is granted in the form of shares issued by the Company

and is paid as follows:

→ 60% of the variable remuneration is the initial component and the 40% of the variable remuneration

is subject to the deferral period;

→ The deferral period is of three years;

→ The 40% component, subject to the deferral period, is proportionally granted at the end of each of the

three years n+1, n+2 and n+3, where “n” is the year for which the performance is assessed in order to

establish the variable remuneration, as follows:

- 13.4% of the deferred variable share shall be paid in n+1;

- 13.4% of the deferred variable share shall be paid in n+2;

- 13.3% of the deferred variable share shall be paid in n+3;

- “n” is the accrual period (the year for which the variable remuneration is granted).

4. Performance criteria

In the process of assessing the individual performance, both quantitative (financial) criteria and qualitative

(non-financial) criteria are considered. The performance criteria for the year 2025 for the members of the

Supervisory Board and Executive Board are set forth in the Remuneration Policy.

QUANTITATIVE CRITERIA - are financial indicators used to establish the variable remuneration for an

identified staff member. Quantitative criteria 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 they differ from the quantitative criteria. The qualitative criteria for each category

of identified staff are described in the remuneration policy.

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

goals:

a) Carrying out of the strategic management of the Company;

b) Implementation of an efficient corporate governance system and enforcement of the corporate

governance principles;

c) Achievement degree of the general assessment goals at the level of the Company;

d) Fulfilment of the goals represented by the implementation of the risk management policies and

strategies and classification of the Company within the risk profile and limits;

The annual assessment of the NAVPS evolution considers the whole fiscal year, and it will be made proportionally for the periods that do not correspond to

a whole fiscal year covered by this Strategy, as the case may be

The annual assessment of the reduction in the trading discount considers the closing price of TRANSI shares and the NAVPS published at the end of a full

fiscal year.

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e) Compliance with ethical and professional standards in order to ensure a professional and

responsible behaviour so that to prevent the occurrence of conflicts of interests and to manage

such conflicts;

f) Fulfilment of the goals represented by the supervision and control of the compliance with the legal

provisions and internal procedures of the company for the purpose of preventing the occurrence

of legal and internal non-compliance situations.

g) Improvement of the governance score independently established for the entity by Romanian

Investor Relations Association (ARIR).

Qualitative criteria for the Executive Board members are represented by the fulfilment of the following

goals:

a) Implementation of the investment strategy and policies of the Company;

b) Implementation of the systems for the management and proper performance of activities of the

Company;

c) Implementation of an efficient corporate governance system and enforcement of the corporate

governance principles;

d) Fulfilment of the goals represented by the implementation of the risk management policies and

strategies and classification of the Company within the risk profile and limits;

e) Compliance with ethical and professional standards in order to ensure a professional and

responsible behaviour so that to prevent the occurrence of conflicts of interests and to manage

such conflicts;

f) Fulfilment of the goals represented by the supervision and control of the compliance with the legal

provisions and internal procedures of the company for the purpose of preventing the occurrence

of legal and internal non-compliance situations.

The quantitative criteria for the Executive Board members consist in the fulfilment of the following

objectives:

a) annual increase

in the Net Asset Value per Share (NAVPS) by at least 6% - this criterion accounts for

40% of total quantitative criteria;

b) annual reduction

of the trading discount by at least 7%- this criterion accounts for 40% of total

quantitative criteria;

c) achievement of the net profit provided for in the Revenue and Expenditure Budget (REB) of each year-

this criterion accounts for 20% of total quantitative criteria.

The variable remuneration of the staff members holding control functions depends on the achievement of

the goals related to their positions, without any direct correlation with the performance of the

departments which they monitor and control.

The qualitative criteria for the Compliance officer are represented by the achievement of the goals

represented by the supervision and control of the compliance by Transilvania Investment Alliance and its

staff with the legal provisions in force and the internal procedures of the Company for the purpose of

preventing the occurrence of legal and internal non-compliance situations.

The qualitative criteria for the Risk manager are represented by the achievement of the specific goals,

namely the implementation of the risk management policies and strategies and the efficient risk

The annual assessment of the NAVPS evolution considers the whole fiscal year, and it will be made proportionally for the periods that do not correspond to

a whole fiscal year covered by this Strategy, as the case may be

The annual assessment of the reduction in the trading discount considers the closing price of TRANSI shares and the NAVPS published at the end of a full

fiscal year.

Transilvania Investments Alliance S.A.

Annual Report 2025

Pag. 118/150

management procedures, models, processes and measures in order to identify, measure, manage and

permanently monitor all the relevant risks which Transilvania Investments Alliance is or can be exposed to.

The qualitative and quantitative criteria underlying the setting of the variable component for the identified

personnel (staff in charge of the enforcement of the policies and procedures regarding the asset valuation,

staff appointed to prevent and fight money laundry and terrorism financing and staff undertaking

responsibilities with significant impact on the Company’s risk profile, namely staff from private equity,

analysis, trading, portfolio monitoring, financial, information technology, administrative, president office,

corporate governance departments) are established through the internal procedures of the Company.

The variable remuneration granted by the Company in 2025 was the following: