Page 1 of 72
Page 2 of 72 TABLE OF CONTENTS PAGE SEPARATE FINANCIAL STATEMENTS SEPARATE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 3 SEPARATE STATEMENT OF FINANCIAL POSITION 4 SEPARATE STATEMENT OF CHANGES IN EQUITY 5 - 7 SEPARATE STATEMENT OF CASH FLOWS 8 - 9 NOTES TO THE SEPARATE FINANCIAL STATEMENTS 10 - 72
The accompanying notes form an integral part of these individual financial statements. Page 3 of 72 Separate statement of profit or loss and other comprehensive income In lei Note 31 December 2023 31 December 2022 Income Gross dividend income 6 95,887,626 194,404,216 Interest income 7 3,100,940 2,824,719 Other operating income 474,506 157,774 Expenses Net gain/(loss) on revaluation of financial assets at fair value through profit or loss 8 1,159,994 (177,388) Reversal of impairment losses on financial assets 9 28,779 34,592 Expenses with salaries, allowances and similar charges (16,566,665) (16,805,940) Other operating expenses 10 (8,799,681) (7,933,809) Profit before tax 11 75,285,499 172,504,164 Corporate income tax (7,618,205) (7,695,679) Net profit for the financial year 67,667,294 164,808,485 Other comprehensive income Increase/(Decrease) in revaluation reserve for property, plant and equipment, net of deferred tax - 86,687 Net (loss)/gain on revaluation of equity instruments measured at fair value through other comprehensive income, net of deferred tax 622,403,511 (220,196,165) Total other comprehensive income 622,403,511 (220,109,487) Total comprehensive income for the financial year 690,070,805 (55,300,993) Basic and diluted earnings per share 21 Net earnings per share 0.1425 0.3383 Net earnings per share including gain on selling financial assets measured at fair value through other comprehensive income 0.1779 0.3988 The separate financial statements were approved by the Board of Directors at the meeting of 20 March 2024 and signed on its behalf by: Sorin - Iulian Cioacă Mihai Trifu Valentina Vlăduțoaia President - General Manager Vice President - Deputy General Manager Economic Manager
The accompanying notes form an integral part of these individual financial statements. Page 4 of 72 Separate statement of financial position In lei Note 31 December 2023 31 December 2022 Assets Cash and cash equivalents 12 69,096,362 2,241,614 Deposits from banks 13 - 12,881,011 Financial assets at fair value through profit or loss 14 a) 6,621,169 4,475,075 Financial assets at fair value through other comprehensive income 14 b) 2.910,615,793 2,193,709,763 Bonds at depreciated cost 14 c) 1,122,927 2,927,744 Other financial assets at amortized cost 85,363 - Other assets 640,242 1,732,250 Investment property 1,100,816 - Property, plant and equipment 15 11,358,311 12,400,450 Intangible assets 20,621 - Total assets 3,000,661,604 2,230,367,907 Liabilities Dividends payable 16 48,747,231 49,300,619 Current income tax liabilities (19,416) (93,891) Financial liabilities at amortised cost 17 962,238 2,096,313 Deferred income tax liabilities 18 143,753,048 63,154,039 Other liabilities 19 10,048,725 10,314,900 Total liabilities 203,491,826 124,771,980 Equity Share capital 20 50,000,000 50,000,000 Legal and statutory reserves 16,182,035 10,003,314 Retained earnings 807,055,775 885,081,368 Reserves from revaluating property, plant and equipment 6,648,734 7,408,018 Reserves from revaluating financial assets at fair value through other comprehensive income 1,178,464,764 572,907,170 Other reserves 802,191,243 643,561,019 Own shares (63,372,773) (63,364,962) Total equity 2,797,169,778 2,105,595,927 Total liabilities and equity 3,000,661,604 2,230,367,907 The separate financial statements were approved by the Board of Directors at the meeting of 20 March 2024 and signed on its behalf by: Sorin - Iulian Cioacă Mihai Trifu Valentina Vlăduțoaia President - General Manager Vice-President - Deputy General Manager Economic Manager
The accompanying notes form an integral part of these individual financial statements. Page 5 of 72 Separate statement of changes in equity In lei Share capital Reserves from revaluating property, plant and equipment Reserves from revaluating financial assets at fair value through other comprehensive income, net of deferred tax Retained earnings Legal and statutory reserves Legal and statutory reserves Own shares TOTAL Balance at 31 December 2022 50,000,000 7,408,018 572,907,170 885,081,368 10,003,314 643,561,019 (63,364,962) 2,105,595,927 Comprehensive income for the financial year Profit for the period ended 31 December 2023 - - - 67,667,294 - - - 67,667,294 Other comprehensive income, net of tax Transfer of the revaluation reserve to retained earnings as a result of the derecognition of tangible assets - (759,284) - 759,284 - - - - Fair value revaluation of equity instruments measured at fair value through other comprehensive income, net of deferred tax - - 622,403,511 - - - - 622,403,511 (Gain)/Loss on the transfer to retained earnings as a result of the sale of equity instruments measured at fair value through other comprehensive income - - (16,845,917) 16,845,917 - - - - Total other comprehensive income - (759,284) 605,557,594 17,605,201 - - - 622,403,511 Total comprehensive income for the financial year (759,284) 605,557,594 85,272,495 - - - 690,070,805 Transfer to other reserves (*) - - - (164,808,485) 6,178,721* 158,629,764 - - Other changes - - - 1,510,397 - 460 (7,811) 1,503,046 Balance at 31 December 2023 50,000,000 6,648,734 1,178,464,764 807,055,775 16,182,035 802,191,243 (63,372,773) 2,797,169,778 * For better presentation, statutory reserves have been transferred from other reserves to legal and statutory reserves. The separate financial statements were approved by the Board of Directors at the meeting of 20 March 2024 and signed on its behalf by: Sorin - Iulian Cioacă Mihai Trifu Valentina Vlăduțoaia President – General Manager Vice-President - Deputy General Manager Economic Manager
The accompanying notes form an integral part of these individual financial statements. Page 6 of 72 Separate statement of changes in equity In lei Share capital Reserves from revaluating property, plant and equipment Reserves from reassessment of financial assets at fair value through other comprehensive income, net of deferred tax Retained earnings Legal and statutory reserves Other reserves Own shares TOTAL BALANCE at 1 January 2022 (reported) 50,000,000 7,241,779 778,347,775 731,780,300 10,003,314 620,260,258 - 2,197,633,426 Adjustments - 445,378 44,204,055 (2,372,264) - - - 42,277,169 Balance at 31 December 2021 / (restated) 50,000,000 7,687,157 822,551,830 729,408,036 10,003,314 620,260,258 - 2,239,910,595 Comprehensive income for the financial year Profit for the period ended 31 December 2022 - - - 164,808,485 - - - 164,808,485 Other comprehensive income, net of tax Revaluation of property, plant and equipment, net of deferred tax - 86,687 - - - - - 86,687 Transfer of the revaluation reserve to retained earnings as a result of the derecognition of tangible assets - (365,826) - 365,826 - - - - Fair value revaluation of equity instruments measured at fair value through other comprehensive income, net of deferred tax - - (220,196,165) - - - - (220,196,165) (Gain)/Loss on the transfer to retained earnings as a result of the sale of equity instruments measured at fair value through other comprehensive income - - (29,448,495) 29,448,495 - - - - Total comprehensive income for the period - (279,139) (249,644,660) 194,622,806 - - - (55,300,993) Shareholders transactions Own shares bought back - - - - - - (63,364,962) (63,364,962) Other own sources of financing - - - (23,300,761) - 23,300,761 - -
The accompanying notes form an integral part of these individual financial statements. Page 7 of 72 In lei Share capital Reserves from revaluating property, plant and equipment Reserves from reassessment of financial assets at fair value through other comprehensive income, net of deferred tax Retained earnings Legal and statutory reserves Other reserves Own shares TOTAL Total shareholders transactions recognised directly in equity - - - (23,300,761) - 23,300,761 (63,364,962) (63,364,962) Dividends payable for 2023 - - - (14,250,000) - - - (14,250,000) Total shareholders transactions - - - (37,550,761) - 23,300,761 (63,364,962) (77,614,962) Other adjustments - - - (1,398,713) - - - (1,398,713) BALANCE at 31 December 2022 50,000,000 7,408,018 572,907,170 885,081,368 10,003,314 643,561,019 (63,364,962) 2,105,595,927 The separate financial statements were approved by the Board of Directors at the meeting of 20 March 2024 and signed on its behalf by: Sorin - Iulian Cioacă Mihai Trifu Valentina Vlăduțoaia President - General Manager Vice-President - Deputy General Manager Economic Manager
The accompanying notes form an integral part of these individual financial statements. Page 8 of 72 Separate statement of cash flows In lei Item name Reporting period 31 December 2023 31 December 2022 Cash flows from operating activities Net profit for the financial year 67,667,294 164,808,485 Adjustments for: Reversal of losses from the depreciation of financial assets (28,779) (34,592) Expenses related to the depreciation/amortisation of tangible and intangible assets 928,380 - Gain on sale of property, plant and equipment (402,559) - (Gain)/Loss on financial assets at fair value through profit or loss (1,159,994) 177,390 Dividend income (95,887,626) (194,404,216) Interest income (3,100,940) (2,824,719) Accruals/(Reversals) related to employee benefits (143,752) 3,917,681 Corporate tax 7,618,205 7,695,679 Other adjustments (59,433) (18,855) Changes in operating assets and liabilities Payments for acquisitions of financial assets at fair value through profit or loss (986,100) - Payments for acquisitions of financial assets at fair value through other comprehensive income (117,100,001) (77,356,745) Proceeds from sales of financial assets at fair value through other comprehensive income 103,925,158 - Proceeds from return of capital (portfolio company) 1,403,377 - Proceeds from bonds 1,804,816 3,923,966 Changes in other assets (76,390) 590,281 Changes in other liabilities (968,602) (309,922) Dividends received 88,545,195 185,201,708 Interest received 3,015,444 2,824,719 Corporate profit tax paid on comprehensive income (791,577) (23,157,594) Net cash from operating activities 54,201,576 71,033,266 Investing activities Payments for purchases of tangible and intangible assets (394,562) (495,181) Proceeds from the sale of fixed assets and investment property 936,056 80,867 Net cash generated by/(used in) investing activities 541,494 (414,314) Funding activities Dividends paid (553,388) (10,748,367) Own shares bought back (7,811) (63,300,000) Payment of lease liabilities (255,885) - Interest paid on leases (32,011) -
The accompanying notes form an integral part of these individual financial statements. Page 9 of 72 In lei Item name Reporting period 31 December 2023 31 December 2022 Net cash used in financing activities (849,095) (74,048,367) Net increase/(decrease) in cash and cash equivalents 53,893,975 (3,429,415) Cash and cash equivalents at 1 January 15,116,891 18,546,306 Cash and cash equivalents at 31 December 69,010,866 15,116,891 Cash and cash equivalents include: Cash at hand 1,302 1,628 Current accounts with banks 1,209,564 2,239,983 Deposits from banks with initial maturity of less than 3 months 67,800,000 12,875,280 Cash and cash equivalents 69,010,866 15,116,891 Attached receivables 85,496 5,734 Total 69,096,362 15,122,625 The separate financial statements were approved by the Board of Directors at the meeting of 20 March 2024 and signed on its behalf by: Sorin - Iulian Cioacă Mihai Trifu Valentina Vlăduțoaia President - General Manager Vice President - Deputy General Manager Economic Manager
Page 10 of 72 1. REPORTING ENTITY Infinity Capital Investments S.A. ("the Company" or "Infinity Capital Investments S.A.") is classified under the applicable legal provisions as a closed-ended, self-managed, diversified retail Alternative Investment Fund (AIF). Infinity Capital Investments S.A. is authorised by the Financial Supervisory Authority (FSA) as an Alternative Investment Fund Manager (AIFM) under License No. 45/15.02.2018 and as an Alternative Investment Fund for Retail Investors (R.I.A.I.F.) by License No. 94/08.06.2021. The Company operates in compliance with the provisions of Law no. 74/2015 on alternative investment fund managers, Law no. 24/2017 - republished, on issuers of financial instruments and market operations, as amended and supplemented, Companies Law no. 31/1990 (R), as amended and supplemented, Law no. 243/2019 on the regulation of alternative investment funds, FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, FSA Regulation no. 7/2020 on the authorization and operation of alternative investment funds and Rule no. 39/2015 for the approval of Accounting Regulations in compliance with International Financial Reporting Standards, applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority in the financial instruments and investments sector, as well as the Investor Compensation Fund. The company is self-managed and has its registered office in Craiova, Str. Tufănele nr. 1, postal code 200767, Dolj county. The company is registered with the Trade Register Office attached to the Dolj District Court under number J16/1210/1993 and Unique Registration Code 4175676, tax attribute RO. The Company's shares are listed on the Bucharest Stock Exchange, Premium category (market symbol INFINITY). The records of the Company's shares and shareholders are kept by Depozitarul Central S.A. Bucharest under the law. The deposit activity required by legislation is provided by Raiffeisen Bank S.A. The main activity is NACE code 649 - other financial intermediation, except insurance and pension funding activities, and the main activity is NACE code 6499 - other financial intermediation n.e.c. According to the articles of association, the main activities that the Company may carry out are the following: a) portfolio management; b) risk management. The company, as A.I.F.A., may also carry out other activities such as: - management of the entity; a) legal and fund accounting services; b) requests for information from clients; c) verification of compliance with applicable legislation; d) distribution of income; e) issues and buy-backs of equity securities; f) record keeping.
Page 11 of 72 1. THE REPORTING ENTITY (continued) - activities related to A.I.F. assets, i.e. services necessary for the performance of the A.I.F.A.'s management duties, infrastructure management, real estate management, advice to entities on capital structure, industrial strategy and related matters, advice and services relating to mergers and acquisitions of entities, and other services related to the management of the A.I.F. and the companies and other assets in which it has invested. The subscribed and paid-up share capital is 50,000,000 lei, divided into 500,000,000 shares with a nominal value of 0.1 lei/share. The main characteristics of the shares issued by the company are: ordinary, registered shares of equal value, issued in dematerialised form, fully paid at the time of subscription, evidenced by book entry and granting equal rights to their holders, except for the limitations in the regulations and legal provisions. The separate financial statements at 31 December 2023 are audited. 2. BASIS FOR PREPARATION a) Declaration of conformity The individual financial statements ("financial statements") have been prepared in accordance with Rule No. 39/2015 for the approval of the Accounting Regulations in accordance with International Financial Reporting Standards, applicable to entities authorised, regulated and supervised by the Financial Supervisory Authority in the Financial Instruments and Investments Sector, as well as the Investor Compensation Fund as amended and supplemented, and are the responsibility of the Company's management. The individual financial statements were approved by the Board of Directors at its meeting on 20 March 2024. These financial statements have been prepared on an activity continuity basis, which assumes that the Company will continue its business for the foreseeable future. In accordance with the provisions of Regulation no. 1606/2002 of the European Parliament and of the European Union Council of 19 July 2002, as well as Law no. 24/2017 - republished, on issuers of financial instruments and market operations, the Company is required to prepare and file with the FSA annual consolidated financial statements in accordance with the International Financial Reporting Standards adopted by the European Union ("IFRS"), no later than 4 months after the end of the financial year. The consolidated financial statements of Infinity Capital Investments S.A. Group at 31 December 2023 will be prepared, approved, made available to the public in electronic format on the company's website: www.infinitycapital.ro. The accounting records of the Company are kept in lei. b) Presentation of financial statements The presentation adopted by the Company is based on liquidity within the statement of financial position and the presentation of income and expenses has been made in relation to their nature within the statement of comprehensive income. The Company believes that these methods of presentation provide information that is reliable and more relevant than that which would have been presented under other methods permitted by IAS 1 "Presentation of Financial Statements". These separate financial statements have been prepared on a going concern basis, which assumes that the Company will continue its business for the foreseeable future.
Page 12 of 72 2. BASIS FOR PREPARATION (continued) b) Presentation of financial statements (continued) The Company's management believes that the Company will continue its activity in the future and the separate financial statements have been prepared accordingly (see also Note 2 (f) "Impact of the Russian-Ukrainian military conflict and other international trends on the Company's financial position and performance"). c) Functional and presentation currency The Company's management considers that the functional currency, as defined by IAS 21 "The Effects of Changes in Foreign Exchange Rates", is the Romanian Leu (RON or Lei). The separate financial statements are presented in Lei, rounded to the nearest Lei value, the currency that the Company's management has chosen as the presentation currency. d) Basis of measurement The separate financial statements are prepared under the fair value convention for financial assets and liabilities at fair value through profit or loss and financial assets at fair value through other comprehensive income. Other financial assets and liabilities and non-financial assets and liabilities are stated at amortised cost, revalued amount or historical cost. e) Use of estimates and judgements The preparation of individual financial statements in conformity with IFRS requires the management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and assumptions associated with these judgements are based on historical experience as well as other factors considered reasonable in the context of these estimates. The results of these estimates form the basis of judgements about the carrying amounts of assets and liabilities that cannot be obtained from other sources of information. The results obtained may differ from the estimates. The Company periodically reviews the estimates and assumptions underlying the accounting records. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period in which the estimate is revised and future periods, if the revision affects both the current period and future periods. The disclosures and judgments related to the determination and application of accounting policies and the determination of accounting estimates having the greatest degree of estimation uncertainty that have a material impact on the amounts recognized in these annual financial statements are as follows: e) Use of estimates and judgements Determining the fair value of financial instruments (see notes 14 (d) and 3 (e)); Fair value hierarchy and unobservable input used in the assessment (Level 3) (see note 14 (d)); Classification of financial instruments (see note 3 (e)).
Page 13 of 72 2. BASIS FOR PREPARATION (continued) (f) Impact of the Russian-Ukrainian military conflict and other international trends on the Company's financial position and performance On 24 February 2022, Russia began military operations against Ukraine. This was preceded by a troop build-up on the border with Ukraine and Russia's diplomatic recognition of the Donetsk People's Republic and the Lugansk People's Republic on 21 February 2022. This event has had, and is expected to continue to have, a negative impact on many economic sectors, given Russia's important role in the energy commodities market in Europe. Infinity Capital Investments S.A. has no direct exposure to Russia or Ukraine. In 2023, the capital market saw significant growth after a challenging and uncertain 2022. Macro-economic risks also eased further during 2023, despite continued substantial uncertainties in the financial sector, high inflation and ongoing geo-political conflicts. At Company level, developments in the financial market are constantly monitored to identify possible events that could have an impact on the company's business. Macroeconomic uncertainty is still present, influenced by geopolitical conflict, high inflation and tight monetary policy. These factors can have a significant impact on the Romanian economy and consequently on the company's portfolio companies. The company's Board of Directors is aware that economic developments, both globally and locally, may influence the company's future business and may have an impact on the company's future results. The Company’s management continuously monitors the risks and uncertainties present and implements measures to ensure that the business continues to operate in optimal conditions. During 2023, shareholders and investors were informed in a normal manner, with the company communicating relevant information and events through current and periodic reports and/or updates on the Company's website. g) Material accounting policy information The Company also adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from 1 January 2023. Although the amendments did not result in any changes to the accounting policies themselves, they impacted accounting policy information disclosed in the financial statements. The amendments require the disclosure of "material" rather than “significant” accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that users need to understand other information in the financial statements. Management reviewed the accounting policies and made updates to the information disclosed in Note 3 Material Accounting Policies (2022: Significant Accounting Policies) in certain instances in line with the amendments.
Page 14 of 72 3. MATERIAL ACCOUNTING POLICIES Accounting policies are the specific principles, bases, conventions, rules and practices applied in the preparation and presentation of financial statements. The policies set out below have been applied consistently to all periods presented in the financial statements. The Company has consistently applied the following accounting policies for all periods presented in these consolidated financial statements, unless otherwise noted. The Company also adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from 1 January 2023. The amendments require the disclosure of "material" rather than “significant” accounting policies. A Although the amendments did not result in any changes to the accounting policies themselves, they impacted accounting policy information disclosed in the financial statements related to the financial instruments presented in Note 3 in certain instances (see Note 14 for further information). a) Foreign currency transactions Transactions denominated in foreign currency are initially recorded in Lei at the official exchange rate on the transaction date. Monetary assets and liabilities recorded in foreign currency at the date of the financial position statement are converted into functional currency at the exchange rate as of the end of the financial year. Gains or losses on their settlement and on conversion using year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. The exchange rates of the main foreign currencies to the leu used at the reporting date are: Currency 31 December 2023 31 December 2022 Variation Euro (EUR) 1:4.9746 1:4.9474 +0.55% US Dollar (USD) 1:4.4958 1:4.6346 -3% b) Cash and cash equivalents Cash includes cash available in treasury and at banks, deposits and deposits with an initial maturity of less than 90 days. Cash equivalents are short-term, highly liquid financial investments that are readily convertible to cash and subject to insignificant risk of change in value. c) Subsidiaries and associated entities Subsidiaries are entities under the control of the Company. The Company controls an investee when it is exposed to or has rights to variable returns based on its ownership interest in the investee and has the ability to influence those returns through its authority over the investee.
Page 15 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) c) Subsidiaries and associated entities (continued) The potential or convertible voting rights that are exercisable at the time must also be taken into account when assessing control. Associates are those companies in which the Company can exercise significant influence but not control over financial and operating policies. The Company has classified and accounted for in these individual financial statements all financial investments in subsidiaries as financial assets measured at fair value through other comprehensive income in accordance with IFRS 9 'Financial Instruments'. The Company has no associates. At 31 December 2023 there are 14 entities in which the Company holds more than 50% of the share capital (13 entities at 31 December 2022). The list of subsidiaries at 31 December 2023 and 31 December 2022 is as follows: No. Company name Address Registration number Trade Register No. Percentage held by INFINITY at 31.12.2023 Percentage held by INFINITY at 31.12.2022 1 COMPLEX HOTELIER DÂMBOVIȚA S.A. TÂRGOVIȘTE, B-DUL LIBERTĂȚII NR. 1, DÂMBOVIȚA county 10108620 J15/11/1998 99.99% 99.99% 2 GRAVITY CAPITAL INVESTMENTS S.A.* BUCHAREST, B-DUL UNIRII NR. 14, SECTOR 4 46979099 J40/20021/2022 99.99% 99.99% 3 VOLTALIM S.A. CRAIOVA, B-DUL DECEBAL 120 A, DOLJ county 12351498 J16/698/1999 99.55% 99.55% 4 MERCUR S.A. CRAIOVA, CALEA UNIRII 14, DOLJ county 2297960 J16/91/1991 97.86% 97.86% 5 LACTATE NATURA S.A. TÂRGOVIȘTE, B-DUL INDEPENDENȚEI 23, DÂMBOVIȚA county 912465 J15/376/91 93.70% 93.70% 6 FLAROS S.A. BUCHAREST, 67-93 ION MINULESCU Street, SECTOR 3 350944 J40/173/1991 93.70% 81.07% 7 ARGUS S.A. ** CONSTANȚA, INDUSTRIALĂ 1, CONSTANȚA county 1872644 J13/550/1991 91.42% 86.42% 8 GEMINA TOUR S.A. RM. VÂLCEA, ȘTIRBEI VODĂ 103, VÂLCEA county 1477750 J38/876/1991 88.29% 88.29% 9 ALIMENTARA S.A. SLATINA, ARINULUI 1, OLT county 1513357 J28/62/1991 85.23% 85.23%
Page 16 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) c) Subsidiaries and associated entities (continued) 10 CONSTRUCȚII FEROVIARE S.A. CRAIOVA, ALEEA I BARIERA VÂLCII 28A, DOLJ county 2292068 J16/2209/1991 77.50% 77.50% 11 UNIVERS S.A. RM. VÂLCEA, REGINA MARIA 4, VÂLCEA county 1469006 J38/108/1991 73.75% 73.75% 12 PROVITAS S.A. BUCHAREST, B-DUL UNIRII 14, BL. 6A, 6B, 6C, SECTOR 4 7965688 J40/10717/1995 71.30% 70.28% 13 TURISM S.A. PUCIOASA PUCIOASA, REPUBLICII 110, DÂMBOVIȚA county 939827 J15/261/1991 69.22% 69.22% 14 ELECTROMAGNETICA S.A.*** BUCHAREST, CALEA RAHOVEI NR. 266-268 414118 J40/19/1991 65.45% 28.16% * Gravity Capital Investments S.A. has the following ownership at 31 December 2023: Gravity Real Estate S.R.L. - 100% (includes subsidiary Gravity Real Estate One S.R.L.) ** Argus S.A. Constanta has the following holdings at 31 December 2023 and 31 December 2022: Comcereal S.A. Tulcea - 95.36% (includes subsidiary Cereal Prest S.A.) Argus Trans S.R.L. - 100% Aliment Murfatlar S.R.L. is 100% owned by the subsidiaries of Infinity Capital Investments S.A. at 31 December 2023 and 100% by Argurs at 31 December 2022. *** Electromagnetica S.A., company included in the consolidation group during 2023, has the following ownership on 31 December 2023: Electromagnetica Prestserv S.R.L. – 100% Electromagnetica Fire S.R.L. – 100% Procetel S.A. – 96.55%. d) Financial assets and liabilities 1. Financial assets The Company's financial instruments under IFRS 9 'Financial Instruments' include the following: - Investments in equity instruments (e.g. shares); - Investments in debt instruments (e.g. bonds); - Trade and other receivables, and - Cash and cash equivalents. i) Classification The Company classifies financial instruments held in accordance with IFRS 9 'Financial Instruments' into financial assets and financial liabilities.
Page 17 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) d) Financial assets and liabilities (continued) 1. Financial assets (continued) The Company classifies financial assets valued at: amortised cost: cash and cash equivalents, deposits with banks, debt instruments (e.g. bonds) and trade and other receivables; fair value through other comprehensive income: equity instruments (e.g. shares); and fair value through profit or loss: fund units. The classification of financial assets depends on: - the company's business model for managing financial assets; and - contractual cash flow characteristics of the financial asset. The business models used by the Company to manage its financial assets are: To collect contractual cash flows: Financial assets that are held under this business model are managed to achieve cash flows by collecting contractual payments over the life of the instrument. This means that the Company manages the assets held in the portfolio to collect those contractual cash flows (rather than managing the overall return on the portfolio through both holding and selling the assets). Assets held under this business model are not necessarily held until they mature, "infrequent" sales are also possible when the credit risk of those instruments has increased. An increase in the frequency of sales in a given period is not necessarily contrary to this business model, if the Company can explain the reasons for the sales and demonstrate that the sales do not reflect a change in the current business model. To collect contractual cash flows and for sale: Financial assets that are held under this business model are managed for both the collection of contractual cash flows and the sale of financial assets. Other business models: Other business models include maximising cash flows through selling, trading, managing assets on a fair value basis, financial instruments purchased for sale or trading and measured at fair value through profit or loss. The management of this portfolio is based on the evolution of the market value for these assets and includes frequent sales and purchases with the aim of maximising profit. Cash flow characteristics analysis (SPPI test) The SPPI test is the analysis of the contractual financial assets terms in order to identify whether cash flows represent exclusively payments of principal and interest on principal due. IFRS 9 includes three categories of classification of financial assets: measured at amortised cost, measured at fair value through other comprehensive income and measured at fair value through profit or loss.
Page 18 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) d) Financial assets and liabilities (continued) 1. Financial assets (continued) Financial assets measured at amortised cost Financial assets measured at amortised cost are cash and cash equivalents, deposits with banks and trade and other receivables. o After initial recognition, a financial asset is classified as measured at amortised cost only if two conditions are met simultaneously: the asset is held as part of a business model whose objective is to hold the financial assets in order to earn the contractual cash flows; o the contractual terms of the financial asset give rise, at specified dates, to cash flows representing exclusively payments of principal and interest ("SPPI"). The Company performed the SPPI test for assets measured at amortised cost (e.g. bonds and trade receivables), and there were no significant deviations. Financial assets designated at fair value through other comprehensive income ("FVTOCI") The Company's holdings in equity instruments are fully measured at fair value through other comprehensive income at 31 December 2023 and 2022. After initial recognition, a financial asset is classified at fair value through other comprehensive income only if two conditions are met simultaneously: o the asset is held within a business model whose objective is to hold the financial assets both to collect contractual cash flows and to sell them; o the contractual terms of the financial asset give rise, at specified dates, to cash flows representing solely payments of principal and interest. In addition, upon initial recognition of an investment in equity instruments that is not held for trading, the Company may choose irrevocably to present subsequent changes in fair value in other comprehensive income. The Company has used the irrevocable option to designate these equity instruments at fair value through other comprehensive income as these financial assets are held both for the collection of dividends and for gains on sale, not for trading. Gains or losses on an equity instrument measured at fair value through other comprehensive income are recognised in other comprehensive income, except for dividend income. Dividends received from entities in which the Company holds shares are recognised in profit or loss on a gross basis only when: a) the right of the Company to receive payment of the dividend is established; b) the economic benefits associated with the dividend are likely to be generated for the Company; and c) the amount of the dividend can be reasonably estimated.
Page 19 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) d) Financial assets and liabilities (continued) 1. Financial assets (continued) Financial assets measured at fair value through profit or loss ("FVTPL"): The Company's FVTPL financial assets are represented by fund units at 31 December 2023 and 2022. All financial assets that are not classified as measured at amortised cost or at fair value through other comprehensive income, as described in these notes to the financial statements, are measured at fair value through profit or loss. In addition, upon initial recognition, the Company may irrevocably designate that a financial asset, which otherwise meets the requirements to be measured at amortised cost or fair value through other comprehensive income, be measured at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets that do not meet the criteria for cash flow collection (SPPI test) must be measured at fair value through profit or loss. Following the adoption of IFRS 9, equity financial assets for which the Company did not use the irrevocable option to classify them as financial assets at fair value through other comprehensive income, as well as those not held for trading, have been classified at fair value through profit or loss. Assets held for trading are measured at fair value through profit or loss. An asset is held for trading if it meets all of the following conditions: o It is held for the purpose of sale and redemption in the near future; o Upon initial recognition, it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or o It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument). The Company has no financial assets held for trading at 31 December 2023 or 31 December 2022. For financial assets at fair value through profit or loss, changes in fair value are recognised in the statement of comprehensive income in profit or loss. 2. Financial liabilities Classification Financial liabilities are classified subsequent to initial recognition at amortised cost, except for financial liabilities measured at fair value through profit or loss represented by financial liabilities held for trading, which are designated on initial recognition or subsequently at fair value through profit or loss as specifically set out in IFRS 9, including financial liabilities related to derivatives. The Company had no financial liabilities classified at fair value through profit or loss at 31 December 2023 or 31 December 2022. 3. Initial recognition of financial assets and liabilities Assets and liabilities are recognised by the Company on the transaction date. Financial assets and financial liabilities are measured upon initial recognition at fair value plus or minus, in the case of financial assets or financial liabilities that are not at fair value through profit or loss, transaction costs directly attributable to the acquisition or issue of those financial assets or financial liabilities.
Page 20 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) d) Financial assets and liabilities (continued) 4. Offsets of financial assets and liabilities Financial assets and financial liabilities are offset, and the net result is presented in the statement of financial position only when there is a legal right of set-off and there is an intention to settle them on a net basis or if the Company intends to realise the asset and settle the liability simultaneously. Income and expenses are presented net only when allowed by accounting standards, or for profit and loss resulting from a group of similar transactions such as those in the Company's trading activity. 5. Assessment i) at amortised cost The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured upon initial recognition, except for the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity value, less, in the case of financial assets, allowances for expected credit losses. ii) at fair value Fair value is the price that would be received as a result of selling an asset or the price that would be paid to transfer a liability in a normal transaction between market participants at the assessment date; (e.g. an exit price). The Company measures the fair value of a financial instrument using quoted prices in an active market for that instrument. A financial instrument has an active market if quoted prices for that instrument are readily and regularly available. The Company measures instruments quoted in active markets using the closing price. A financial instrument is considered to be quoted in an active market when quoted prices are readily and regularly available from an exchange, dealer, broker, industry association, pricing service or regulatory agency, and these prices reflect actual and regularly occurring transactions conducted under objective market conditions. The category of shares listed on an active market includes all those shares that are admitted to trading on the stock exchange or alternative market and that are frequently traded. The market price used to determine fair value is the closing market price on the last trading day before the assessment date. In calculating fair value, for equity instruments (shares), the Company uses the following hierarchy of methods: - Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities; - Level 2: inputs other than quoted prices included in Level 1 that are observable for assets or liabilities, either directly (e.g. prices) or indirectly (e.g. price derivatives). - Level 3: Assessment techniques based largely on unobservable inputs. This category includes all instruments for which the assessment technique includes elements that are not based on observable data and for which unobservable input parameters may have a significant effect on the assessment of the instrument. Assessment techniques include net present value techniques, discounted cash flow method, comparison method with similar instruments for which there is an observable market price and other assessment methods.
Page 21 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) d) Financial assets and liabilities (continued) 5. Assessment (continued) The fair value measurement of equity instruments (shares) held is performed as follows: - for securities listed and traded on an active market during the reporting period, the market value was determined by taking into account the quotation on the last trading day (closing quotation on the main stock market for those listed on the regulated market - BVB, respectively reference price for the alternative system - AeRO for level 1); - for the remaining listed securities for which there is no active market, or which are not listed, assessment techniques based on unobservable elements were used, thus assessment reports were prepared by an authorised assessor ANEVAR member and also reviewed by the Company. iii) Identifying and assessing expected credit losses Financial assets measured at amortised cost The Company recognises expected credit losses on financial assets at amortised cost in accordance with IFRS 9. For this purpose, these instruments are classified as stage 1, stage 2 or stage 3 depending on the absolute or relative credit risk compared to the time of initial recognition. Thus: Stage 1: includes (i) newly recognised exposures, except those that have not been purchased or issued impaired; (ii) exposures for which the credit risk has not deteriorated significantly since initial recognition; (iii) exposures with low credit risk (low credit risk relief). Stage 2: includes exposures that, although performing, have experienced a significant deterioration in credit risk since initial recognition. Stage 3: includes impaired credit exposures. The expected credit loss represents the difference between all contractual cash flows due to the Company and all cash flows the Company expects to receive, discounted at the original effective interest rate. For stage 1 exposures, the expected credit loss is equal to the expected loss calculated over a time horizon of up to one year. For exposures in Stages 2 or 3, the expected credit loss is equal to the expected loss calculated over a time horizon corresponding to the entire duration of the exposure. The Company assesses whether the credit risk for a financial instrument has increased significantly since initial recognition based on information, available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition, such as significant deterioration in the financial results or credit rating of the issuer of the financial instrument or delays of more than 30 days in the payment of interest or principal on the financial instrument. The company uses the simplified approach applicable to cash and cash equivalents, bank deposits, bonds at amortized cost and trade receivables and other receivables recorded in the category "Other financial assets at amortized cost", which do not have a significant financing component. Under this approach the Company measures the loss adjustment for these receivables at an amount equal to the expected lifetime credit losses (e.g. eliminates the need to calculate expected credit risk losses for Stage 1 at an amount equal to the 12-month expected credit losses and the need to assess the occurrence of a significant increase in credit risk).
Page 22 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) d) Financial assets and liabilities (continued) 5. Assessment (continued) The Company has defined "impaired" exposures as receivables that meet one or both of these criteria: exposures for which the Company assesses that the debtor is unlikely to pay its obligations in full, regardless of the amount of the exposures and the number of days for which the exposure is past due (e.g. due to major financial difficulties faced by the client; in the case of amounts under dispute); amounts not paid when due, with significant delays of more than 365 days. The Company recognizes in profit or loss the amount of changes in expected credit losses over the life of the financial assets as losses or reversal of expected credit losses. Expected credit losses or reversal of credit losses are determined as the difference between the carrying amount of the financial asset and the present value of future cash flows using the effective interest rate of the financial asset at the initial point in time. The Company has assessed the potential impact of credit losses on its financial assets and does not consider it to be a significant one. 6. Fair value gains and losses Gains or losses resulting from a change in the fair value of a financial asset or financial liability that is not part of a hedging relationship are recognised as follows: a) Gains or losses arising from financial assets or financial liabilities classified at fair value through profit or loss are recognised in profit or loss; b) Gains or losses generated by a financial asset measured at fair value through other comprehensive income are recognised in other comprehensive income. 7. De-recognition The Company derecognises a financial asset when the contractual rights to receive cash flows from that financial asset expire, or when the Company has transferred the contractual rights to receive the contractual cash flows from that financial asset in a transaction in which it has transferred substantially all the risks and rewards of ownership of that financial asset. Any interest in transferred financial assets retained by the Company or created for the Company is recognised separately as an asset or liability. The Company derecognises a financial liability when contractual obligations have been discharged or when contractual obligations are cancelled or expire. If an entity transfers a financial asset in a transfer that qualifies for derecognition and retains the right to manage the financial asset for a fee, then it shall recognise either a servicing asset or a servicing liability for that servicing contract. On derecognition of a financial asset in its entirety (excluding equity instruments classified at fair value through other comprehensive income), the difference between: its book value, and the amount made up of (i) the consideration received (including any new asset acquired less any new liability assumed) and (ii) any cumulative gain or loss that has been recognised in other comprehensive income, shall be recognised in profit or loss.
Page 23 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) d) Financial assets and liabilities (continued) 7. De-recognition (continued) In the case of debt instruments, when the financial asset at fair value through other comprehensive income is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from the reassessment reserve to profit or loss as a reclassification adjustment (recycled to profit or loss). For equity instruments measured at fair value through other comprehensive income, the cumulative gain or loss previously recognised in other comprehensive income is not reclassified from the reassessment reserve to profit or loss (i.e. not recycled to profit or loss) but is reclassified to retained earnings. e) Other financial assets and liabilities Other financial assets and liabilities Other financial assets and liabilities are measured at amortised cost using the effective interest method. f) Property, plant and equipment Property, plant and equipment recognised as assets are initially measured at acquisition cost (for those acquired for valuable consideration), at contribution value (for those received as a contribution in kind when forming/increasing share capital) or at fair value at the date of acquisition for those received free of charge. The cost of an item of property, plant and equipment consists of the purchase price, including non-recoverable taxes, less any trade discounts and any costs directly attributable to bringing the asset to the location and condition necessary for it to be used for the purpose intended by management, such as: employee costs directly attributable to the construction or acquisition of the asset, site development costs, initial delivery and handling costs, installation and assembly costs, professional fees. Property, plant and equipment are classified by the Company into the following classes of assets of a similar nature and use: - land and buildings; - machinery and equipment and means of transport; - furniture, office equipment, equipment for the protection of human and material assets and other tangible assets. Assessment after recognition For subsequent recognition, the Company has adopted the reassessment model. After recognition as an asset, items of property, plant and equipment such as buildings and land whose fair value can be measured reliably are carried at revalued amount, being the fair value at the date of reassessment less any subsequent accumulated depreciation and any accumulated impairment losses. Other tangible fixed assets are measured at cost less accumulated depreciation and any impairment losses.
Page 24 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) f) Property, plant and equipment (continued) Reassessments should be made with sufficient regularity to ensure that the carrying amount is not materially different from what would have been determined using the fair value at the reporting period date. If an item of property, plant and equipment is revalued, then the entire class of property, plant and equipment to which that item belongs is subject to reassessment. If the carrying amount of an asset is increased as a result of a reassessment, the increase is recognised in other comprehensive income and accumulated in equity as reassessment surplus. However, the increase shall be recognised in profit or loss to the extent that it offsets a decrease in the reassessment of the same asset previously recognised in profit or loss. If the carrying amount of an asset is decreased as a result of a reassessment, this decrease is recognised in profit or loss. However, the reduction will be recognised in other comprehensive income to the extent that the reassessment surplus shows a credit balance for that asset. Transfers from reassessment surplus to retained earnings are not made through profit or loss. Reassessment reserves are recorded for each individual asset and for each reassessment operation that has taken place. The reassessment surplus included in equity relating to an item of property, plant and equipment is transferred directly to retained earnings as it is depreciated and when the asset is derecognised on disposal or scrapping. Land and buildings are stated at revalued amount, being fair value at the date of reassessment less accumulated depreciation and impairment losses. Reassessments are carried out by specialist valuers who are members of ANEVAR. Subsequent costs Expenditure on day-to-day maintenance and repairs relating to tangible fixed assets is not capitalised. They are recognised as costs of the period in which they are incurred. These costs consist mainly of labour costs and consumables and may also include the cost of low-value components. Expenditure on the maintenance and repair of property, plant and equipment is charged to the profit and loss account as incurred. Significant improvements to property, plant and equipment that increase their value or useful life, or that significantly increase their capacity to generate economic benefits, are capitalised (increase the carrying amount of the asset accordingly). Amortization Amortization is calculated at the book value (acquisition cost or revalued amount less residual value) for the activity for which they are intended. Amortization is recognised in the income statement using the straight- line method over the estimated useful lives of property, plant and equipment (less land and assets under construction), to be charged from the date when they are available for use in the activity for which they are intended, which most closely reflects the expected pattern of consumption of the economic benefits embodied in the asset.
Page 25 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) f) Property, plant and equipment (continued) Amortization of an asset ceases at the earliest when the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 "Fixed assets held for sale and discontinued operations" and the asset is derecognised. Each part of an item of property, plant and equipment that has a significant cost in relation to the total cost of that item must be amortized separately. The estimated useful lives for the current and comparative periods are as follows: - buildings 12-50 years - machinery and equipment and vehicles 3-20 years - furniture, office equipment, protection equipment for human and material assets and other tangible assets 3-15 years Amortization methods estimated useful lives and residual values are reviewed by management at each reporting date. From the Company's history, it has emerged that the residual value of the assets is insignificant and therefore the residual value is not taken into account when calculating amortization. Impairment An asset is impaired when its carrying amount exceeds its recoverable amount. At each reporting date, the Company shall review whether there is any indication of assets impairment. If such indications are identified, the Company must estimate the recoverable amount of the asset. If the carrying amount of an asset is decreased as a result of a reassessment, this decrease shall be recognised in profit or loss. However, the reduction shall be recognised in other comprehensive income to the extent that the reassessment surplus shows a credit balance for that asset. The reduction recognised in other comprehensive income decreases the amount accumulated in equity as reassessment surplus. Land does not impair. Impairment of other tangible assets is calculated, using the straight-line method, by allocating costs to the residual value in accordance with the related useful life. De-recognition The carrying amount of an item of property, plant and equipment is derecognised (removed from the statement of financial position) on disposal or when no future economic benefits are expected from its use or disposal. Property, plant and equipment that are scrapped or sold are removed from the statement of financial position together with the related accumulated depreciation. The gain or loss arising from the derecognition of an item of property, plant and equipment is included in the current income statement when the item is derecognised.
Page 26 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) g) Share capital The share capital consists of ordinary registered shares of equal value, issued in dematerialised form and grants equal rights to their holders. h) Own shares The Company recognises at the transaction date the treasury shares resulting from the repurchases as a decrease in equity in the statement of financial position under 'Treasury shares' for the portion relating to the nominal value and 'Other equity items' for the difference between the repurchase value and the nominal value. Treasury shares are recorded at acquisition cost and brokerage commissions and other costs directly related to the acquisition are recorded directly in equity in a separate account. Cancellation of treasury shares shall be carried out in accordance with shareholder approval after all legal requirements have been met. On cancellation, the balance of own shares shall be offset against the share capital and retained earnings. The cancellation of treasury shares may give rise to gains or losses, depending on the acquisition value of the treasury shares in relation to their nominal value. Gains or losses on cancellation of treasury shares are recognised directly in equity in a separate account. i) Dividends to be distributed Dividends are treated as a distribution of profit in the period in which they are declared and approved by the Ordinary General Meeting of Shareholders. Profit available for distribution is profit for the year in the financial statements prepared in accordance with IFRS. j) Dividends prescribed Shareholders' rights to claim unclaimed dividends are reviewed by the Company's management on an annual basis. The decision to lapse is approved by the General Meeting of Shareholders ("GMS") on the proposal of the Board of Directors, when the Company's management concludes that there will be no further cash outflows. At the time of lapse, the prescribed amount is recorded in equity, in a separate account within retained earnings. k) Employee benefits Short-term benefits Short-term employee benefits include wages, bonuses (incentives) and social security contributions. Short- term employee benefit obligations are not discounted and are recognised in profit or loss as the related service is rendered. Short-term employee benefits are recognised as an expense when services are rendered. A provision is recognised for amounts expected to be paid as short-term cash bonuses (incentives) or profit-sharing schemes if the company currently has a legal or constructive obligation to pay these amounts as a result of past services rendered by employees and if that obligation can be reliably estimated.
Page 27 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) k) Employee benefits (continued) In addition to salaries and other salary-related rights, according to the Company's contract of incorporation and the collective labour agreement, directors, directors with a mandate contract and employees of the Company shall be entitled to bonuses (incentives) subject to the achievement of the net profit indicator established by the income and expenditure budget approved by the General Meeting of Shareholders for the current year, within the limit of the amount approved by the General Meeting of Shareholders approving the financial statements of the respective year. This obligation is recognised first in the profit or loss account of the financial year in which the profit is realised in the form of a provision for employee benefits. The distribution of these bonuses (incentives) is made in the following year after approval by the General Meeting of Shareholders. Defined contribution plans The company makes payments on behalf of its employees to the Romanian state pension system, health insurance and labour insurance contributions in the course of normal business. All Company employees are members and are legally obliged to contribute (through individual social contributions) to the pension and health insurance system of the Romanian State. The labour insurance contribution is recognised in the profit and loss account for the period. The company has no further obligations. The Company is not committed to any independent pension scheme and therefore has no further obligations in this regard. The Company is not engaged in any other post-retirement benefit scheme. The Company has no obligation to provide after-service benefits to former or current employees. Long-term employee benefits The Company's net long-term service benefit obligation is the value of future benefits earned by employees in exchange for services rendered by them in the current and prior periods. Under the Collective Labour Agreement in force at 31.12.2023, persons retiring at retirement age are entitled to an allowance equal to the maximum value of two salaries at the time of retirement. The present value of this obligation is not material, and as such the company does not recognise these future costs as a provision in the financial statements. l) Interest income and expenses Interest income and expenses are recognised in the income statement using the effective interest method. The effective interest rate is the rate that exactly discounts expected future cash payments and receipts through the expected life of the financial asset or financial liability (or, where appropriate, a shorter period) to the carrying amount of the financial asset or financial liability. m) Dividend income Dividend income is recognised in the income statement at the date on which the right to receive such income is established. Dividend income is recorded gross including dividend tax, which is recognised as a current income tax expense. In the case of dividends received in the form of shares as an alternative to cash payment, dividend income is recognised at the level of the cash that would have been received, corresponding to the increase in the related shareholding. The Company does not recognise dividend income on shares received free of charge when they are distributed pro rata to all shareholders.
Page 28 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) n) Income tax Income tax for the year comprises current and deferred tax. Income tax is recognised in profit or loss or other comprehensive income if the tax relates to capital items. Current tax is the tax payable on the profit for the current period, determined on the basis of the percentages applied at the reporting date and all adjustments for previous periods. Current income tax also includes tax on dividend income recognised on a gross basis. For the year ended 31 December 2023 and 31 December 2022, the corporate income tax rate was 16%. The tax rate on taxable dividend income at 31 December 2023 was 8% and 0%, at 31 December 2022 it was 5% and 0%. Deferred tax is determined by the Company using the balance sheet method for those temporary differences arising between the tax base for the calculation of tax on assets and liabilities and their carrying amounts used for reporting in the individual financial statements. Deferred tax is not recognised for the following temporary differences: initial recognition of goodwill, initial recognition of assets and liabilities arising from transactions that are not business combinations and that affect neither accounting nor taxable profit, and differences arising from investments in subsidiaries, provided they are not reversed in the foreseeable future. Deferred tax is calculated on the basis of the tax percentages expected to be applicable to temporary differences on their resumption, based on legislation in force at the reporting date or issued at the reporting date and which will come into force thereafter. The deferred tax asset is recognised by the Company only to the extent that it is probable that future profits will be available against which the tax loss can be utilised. The receivable is reviewed at the end of each financial year and written down to the extent that the related tax benefit is unlikely to be realised. Deferred tax assets and liabilities are only set off if there is a legal right to set off current tax assets and liabilities and if they relate to tax collected by the same tax authority for the same taxable entity or for different tax authorities but who wish to settle current tax assets and liabilities using a net basis or the related assets and liabilities will be realised simultaneously. Additional taxes arising from the distribution of dividends are recognised at the same date as the dividend payment obligation. o) Earnings per share The Company reports basic and diluted earnings per share for common stock. Basic earnings per share is determined by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares for the reporting period. Diluted earnings per share are determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares by the dilutive effects of potential ordinary shares. p) Contingent liabilities and assets Contingent liabilities and assets are potential obligations or assets arising from past events, the existence of which will be confirmed or not by the occurrence of one or more uncertain future events not wholly within the Company's control. The measurement of contingent liabilities and assets inherently involves the use of judgements and estimates about the outcome of future events. Contingent liabilities are not recognised in the financial statements. They are disclosed in the notes unless the possibility of an outflow of economic benefits is remote. Contingent assets are not recognised in the financial statements but are disclosed when an inflow of benefits is probable.
Page 29 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) q) New standards and amendments New IFRS accounting standards and amendments to existing standards that are effective in the current year In the current year, the Company applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) and adopted by the European Union which are mandatorily effective for reporting periods beginning on or after 1 January 2023. Their adoption did not have a material impact on the disclosures and amounts reported in these financial statements. Standard Title IFRS 17 New IFRS 17 "Insurance contracts" including amendments to IFRS 17 issued by the IASB in June 2020 and December 2021 Amendments to IAS 1 Disclosure of accounting policies Amendments to IAS 8 Definition of accounting estimates Amendments to IAS 12 Deferred tax on receivables and payables arising from a single transaction Amendments to IAS 12 International Tax Reform — Pillar II Model Rules* * the exception mentioned in the amendments to IAS 12 (for an entity not to recognize and provide information on deferred tax assets and liabilities related to deferred tax that is subject to OECD pillar two) is applicable immediately after the amendments are issued and retrospectively in accordance with IAS 8 .The other presentation requirements are mandatory for annual periods beginning on or after January 1, 2023. IFRS 17 “Insurance Contracts” issued by IASB on 18 May 2017. The new standard requires insurance liabilities to be measured at a current fulfillment value and provides a more uniform measurement and presentation approach for all insurance contracts. These requirements are designed to achieve the goal of a consistent, principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS 4 “Insurance Contracts” and related interpretations while applied. Amendments to IFRS 17 “Insurance Contracts” issued by IASB on 25 June 2020 defer the date of initial application of IFRS 17 by two years to annual periods beginning on or after 1 January 2023. Additionally, the amendments issued on 25 June 2020 introduce simplifications and clarifications of some requirements in the Standard and provide additional reliefs when applying IFRS 17 for the first time. Amendments to IFRS 17 “Insurance contracts” - Initial Application of IFRS 17 and IFRS 9 – Comparative Information issued by IASB on 9 December 2021. It is a narrow-scope amendment to the transition requirements of IFRS 17 for entities that first apply IFRS 17 and IFRS 9 at the same time. Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” - Definition of Accounting Estimates issued by IASB on 12 February 2021. Amendments focus on accounting estimates and provide guidance how to distinguish between accounting policies and accounting estimates. Amendments to IAS 12 “Income Taxes” - Deferred Tax related to Assets and Liabilities arising from a Single Transaction issued by IASB on 6 May 2021. According to amendments, the initial recognition exemption does not apply to transactions in which both deductible and taxable temporary differences arise on initial recognition that result in the recognition of equal deferred tax assets and liabilities. Amendments to IAS 12 “Income Taxes” - International Tax Reform — Pillar Two Model Rules issued by IASB on 23 May 2023. The amendments introduced a temporary exception to the accounting for deferred taxes arising from jurisdictions implementing the global tax rules and disclosure requirements about company’s exposure to income taxes arising from the reform, particularly before legislation implementing the rules is in effect.
Page 30 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) q) New standards and amendments (continued) Amendments to IAS 1 “Presentation of Financial Statements” - Disclosure of Accounting Policies issued by IASB on 12 February 2021. Amendments require entities to disclose their material accounting policies rather than their significant accounting policies and provide guidance and examples to help preparers in deciding which accounting policies to disclose in their financial statements. At the date of approval of these financial statements, the Company has not applied the following amended IFRS accounting standards that have been issued by the IASB and adopted by the EU but are not yet effective: Standard Title Effective date Amendments to IFRS 16 Lease liabilities in a sale and leaseback transaction 1 January 2024 Amendments to IAS 1 Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants 1 January 2024 Amendments to IFRS 16 “Leases” - Lease Liability in a Sale and Leaseback issued by IASB on 22 September 2022. Amendments to IFRS 16 require a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a way that it does not recognise any amount of the gain or loss that relates to the right of use it retains. The new requirements do not prevent a seller-lessee from recognising in profit or loss any gain or loss relating to the partial or full termination of a lease. Amendments to IAS 1 “Presentation of Financial Statements” - Classification of Liabilities as Current or Non-Current issued by IASB on 23 January 2020 and Amendments to IAS 1 “Presentation of Financial Statements” - Non-current Liabilities with Covenants issued by IASB on 31 October 2022. Amendments issued on January 2020 provide more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. Amendments issued on October 2022 clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability and set the effective date for both amendments to annual periods beginning on or after 1 January 2024. New IFRS accounting standards and amendments to existing standards issued, but not yet adopted by the EU Currently, IFRS as adopted by the EU do not differ significantly from IFRS adopted by the International Accounting Standards Board (IASB), except for the following new standards and amendments to existing standards, which have not been adopted by the EU at the date of authorization of these financial situations: Standard Title Effective date Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements (IASB effective date: 1 January 2024) Not yet adopted by EU Amendments to IAS 21 Lack of Exchangeability (IASB effective date: 1 January 2025) Not yet adopted by EU IFRS 14 Regulatory Deferral Accounts (IASB effective date: 1 January 2016) The European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard
Page 31 of 72 3. MATERIAL ACCOUNTING POLICIES (continued) q) New standards and amendments (continued) Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture and further amendments (effective date deferred by IASB indefinitely but earlier application permitted) Endorsement process postponed indefinitely until the research project on the equity method has been concluded Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures” - Supplier Finance Arrangements issued by IASB on 25 May 2023. Amendments add disclosure requirements, and ‘signposts’ within existing disclosure requirements to provide qualitative and quantitative information about supplier finance arrangements. Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates” - Lack of Exchangeability issued by IASB on 15 August 2023. Amendments contain guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not. Amendments to IFRS 10 “Consolidated Financial Statements” and IAS 28 “Investments in Associates and Joint Ventures” - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture issued by IASB on 11 September 2014. The amendments address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. IFRS 14 “Regulatory Deferral Accounts” issued by IASB on 30 January 2014. This standard is intended to allow entities that are first-time adopters of IFRS, and that currently recognise regulatory deferral accounts in accordance with their previous GAAP, to continue to do so upon transition to IFRS. The Company anticipates that the adoption of these standards, new standards and amendments to standards will not have a material impact on its annual financial statements in the future. Hedge accounting for a portfolio of financial assets and liabilities whose principles have not been adopted by the EU remains unregulated. According to the Company's estimates, the use of hedge accounting for a portfolio of financial assets and liabilities in accordance with IAS 39: "Financial instruments: recognition and measurement" would not significantly affect the financial statements, if applied at the balance sheet date. The significant accounting policies applied in these financial statements are consistent with those in the Company's annual financial statements for the financial year ended on 31 December 2023 and comply with the provisions of Rule No. 39/2015 for the approval of Accounting Regulations in accordance with International Financial Reporting Standards, applicable to entities authorised, regulated and supervised by the Financial Supervisory Authority in the Financial Instruments and Investments Sector, as well as the Investor Compensation Fund, as amended and supplemented. 4. MANAGEMENT OF SIGNIFICANT RISKS The risk management policy comprises all the procedures necessary to assess exposure to the main categories of relevant risks that may have an impact on the conduct of business and the fulfilment of obligations under the regulatory framework. The risk management activity, an important component of the company's business, covers both general risks and specific risks, as provided for by national and international legal regulations. Infinity Capital Investments S.A. is or may be subject to financial risks resulting from the activity carried out in order to achieve the established objectives.
Page 32 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) Managing significant risks involves providing the framework for identifying, assessing, monitoring and controlling these risks in order to keep them at an acceptable level in relation to the company's risk appetite and its ability to mitigate or hedge these risks. Risk monitoring is carried out at each hierarchical level, with procedures for supervising and approving decision limits. The risk profile is the assessment at a given point in time of gross and, where appropriate, net (after taking into account risk mitigants) risk exposures aggregated within and between each relevant risk category based on current or forward-looking assumptions. Through the risk profile, Infinity Capital Investments S.A. has established, for each risk category, the level to which the company is willing to take risks, respectively accept them, in the context of keeping significant risks under control. The overall risk profile assumed by the Company is medium, corresponding to a medium risk appetite. Investments in the Company's shares carry not only their own specific advantages, but also the risk of non- realisation of the objectives, including losses for the investors, as the income from the investments is usually proportionate to the risk. In its day-to-day activities, the Company may face both specific risks arising from its day-to-day operations and indirect risks arising from the performance of operations and services in collaboration with other financial entities. The main risks identified in the Company's activity are: - market risk (price risk, currency risk, interest rate risk); - credit risk; - liquidity risk; - operational risk; - sustainability risk. a) Market risk Market risk is the risk of incurring losses on on-balance sheet and off-balance sheet positions due to adverse market price movements (e.g. equity prices, interest rates, foreign exchange rates). The Company monitors market risk with the objective of optimising returns in relation to the associated risk in accordance with approved policies and procedures. From the Company's point of view, the relevant market risks are: price risk (position risk), foreign exchange risk, interest rate risk. The company is exposed to the following market risks: Price (position) risk Price (position) risk is generated by market price volatility, such as fluctuations in the market for financial instruments as a result of changes in market prices, changes caused either by factors affecting all instruments traded in the market (systemic component) or by factors specific to individual instruments or their issuers (non-systemic component). Infinity Capital Investments S.A. monitors both the systemic component (general risk driven by macro-level factors) and the specific risk driven by the issuers' own activity, so that when price risks are not in line with internal policies and procedures, it acts accordingly by rebalancing the asset portfolio. Given the specific nature of Infinity Capital Investments S.A.'s business, price risk is a relevant risk for the company. The portfolio market value for listed shares presented in the fair value hierarchy at Level 1 (on the BVB - regulated market, BVB-AeRO - alternative trading system) at 31 December 2023 represents 87.62% (31 December 2022: 83.38%) of the total value of the managed portfolio.
Page 33 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) a) Market risk (continued) Price (position) risk (continued) The company also monitors the concentration of risk on business sectors that are presented as follows for financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income: Portfolio structure Economic sectors with a weight in the Market value of the package 31 December 2023 Market value of the package 31 December 2022 Infinity value portfolio (in descending order): (lei) % (lei) % finance, banks 1,167,345,371 40.02 848,262,302 38.59 oil and gas resources and related services 431,350,650 14.78 317,424,040 14.44 financial intermediation 385,663,312 13.22 287,501,561 13.08 rental and sublease of real estate 298,416,548 10.23 234,854,180 10.68 pharmaceutical industry 275,478,777 9.44 102,737,926 4.67 energy and gas transport 146,493,822 5.02 123,814,159 5.63 electronics, electrical engineering industry 97,949,116 3.36 32,699,145 1.49 food industry 80,647,221 2.76 121,210,970 5.51 tourism, catering, leisure 19,247,951 0.66 73,351,704 3.34 distribution, supply of electricity and energy services 5,760,000 0.20 - - machine building and processing industry 1,176,974 0.04 49,608,599 2.26 fund units 6,621,169 0.23 4,475,075 0.20 Other 1,086,051 0.04 2,245,177 0.10 Total 2,917,236,962 100 2,198,184,838 100 From the analysis of the data presented above, at 31 December 2023, the Company held mainly shares in issuers operating in the financial sector, banks with a share of 40.02% of the total portfolio, up from 31 December 2022, when in the same sector of activity it had a share of 38.59% (increase driven by capital market transactions and the appreciation in the fair value of the portfolio holdings). The exposure by county on 31 December 2023, respectively 31 December 2022 for financial assets designated at fair value through other comprehensive income is as follows: Exposure by counties 31 December 2023 % 31 December 2023 % BUCHAREST 1,305,313,018 44.86 901,035,180 41.07 CLUJ 673,952,650 23.15 511,311,058 23.31 IASI 275,478,777 9.46 102,737,926 4.68 ARAD 196,578,783 6.75 166,666,349 7.60 SIBIU 166,020,656 5.70 137,561,962 6.27 DOLJ 138,961,417 4.77 105,092,704 4.79 CONSTANȚA 68,037,815 2.34 108,220,196 4.93 VÂLCEA 37,431,249 1.29 31,678,761 1.44 DÂMBOVIȚA 27,877,384 0.96 27,090,005 1.23 OLT 16,817,607 0.58 14,447,905 0.66
Page 34 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) a) Market risk (continued) Price (position) risk (continued) TIMIȘ 4,146,437 0.14 4,146,437 0.19 BIHOR - - 53,456,007 2.44 MEHEDINTI - - 16,001,685 0.73 ALBA - - 11,900,586 0.54 HARGHITA - - 2,363,002 0.11 Total 2,910,615,793 100 2,193,709,763 100 Currency risk Currency risk is the risk of loss arising from changes in foreign exchange rates. This risk concerns all positions held by the company in foreign currency deposits, financial instruments denominated in foreign currency, irrespective of the period of holding or the level of liquidity of those positions. The Company did not use derivative financial instruments during the reporting period to hedge against exchange rate fluctuations. The company constantly seeks to minimise the possible adverse effects associated with market risk through a policy of prudent diversification of the portfolio of financial assets under management. At 31 December 2023, foreign currency cash and cash equivalents amounted to 6,997 lei, representing 0.0002% of total assets, therefore the foreign exchange risk is insignificant. Infinity Capital Investments S.A. also holds a number of 80 fund units issued by the FIA Agricultural Fund, for a total amount of 191,318.40 euro (equivalent to 951,733 lei, representing 0.03% of total assets). In this context, the company did not use derivatives during the reporting period to hedge against exchange rate fluctuations. At 31.12.2023, the market risk is within the approved risk limits for a medium risk appetite. The concentration of assets and liabilities by currency is summarised in the following table: In lei Book value Lei EUR (lei equivalent) USD (lei equivalent) 31 December 2023 Financial assets Cash and cash equivalents 69,096,362 69,089,365 5,082 1,915 Deposits from banks - - - - Financial assets at fair value through profit or loss 6,621,169 5,669,436 951,733 - Financial assets designated at fair value through other comprehensive income 2,910,615,793 2,910,615,793 - - Bonds at amortised cost 1,122,927 1,122,927 - - Other financial assets at amortized cost 85,363 85,363 - - Total financial assets 2,987,541,614 2,986,582,884 956,815 1,915 Financial liabilities Dividend payment 48,747,231 48,747.231 - - Financial liabilities at amortised cost 962,238 729,497 232,741 - Total financial liabilities 49,709,469 49,476,728 232,741 - Net position 2,937,832,145 2,937,106,156 724,074 1,915
Page 35 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) a) Market risk (continued) Currency risk (continued) In lei Book value Lei EUR (lei equivalent) USD (lei equivalent) 31 December 2022 Financial assets Cash and current accounts 2,241,614 1,501,291 706,860 33,463 Deposits from banks 12,881,011 12,881,011 - - Financial assets at fair value through profit or loss 4,475,075 4,475,075 - - Financial assets designated at fair value through other comprehensive income 2,193,709,763 2,193,709,763 - - Bonds at amortised cost 2,927,744 2,927,744 - - Total financial assets 2,216,235,207 2,215,494,884 706,860 33,463 Financial liabilities Dividends payable 49,300,619 49,300,619 - - Financial liabilities at amortised cost 2,096,313 2,096,313 - - Total financial liabilities 51,396,932 51,396,932 - - Net position 2,164,838,275 2,164,097,952 706,860 33,463 Interest rate risk Interest rate risk is the current or future risk that profits and capital will be adversely affected by adverse changes in interest rates. The interest rate directly influences the income and expenses associated with variable interest-bearing financial assets and liabilities. Most of the assets in the portfolio are non-interest bearing. Consequently, the Company is not materially affected by interest rate risk. Interest rates applied to cash and cash equivalents are short-term. At 31.12.2023, Infinity Capital Investments S.A. had bank deposits in the amount of 67,885,496 lei representing 2.2624% of total assets. The Company follows the evolution of monetary policy in order to monitor the effects that may influence the interest rate risk. Also, the company's exposure to changes in fair value or future cash flows due to interest rate fluctuations is very low, the share of covered bonds issued by Mercur S.A. in the company's total assets is only 0.0374%, therefore it can be concluded that the interest rate risk is insignificant. The following table summarises the Company's exposure to interest rate risk.
Page 36 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) a) Market risk (continued) • Interest rate risk (continued) In lei Book value Under 1 month 1- 3 months 3-6 months 6-9 months >1 year No interest risk 31 December 2023 Financial assets Cash and cash equivalents 69,096,362 67,885,496 - - - - 1,210,866 Financial assets at fair value through profit or loss 6,621,169 - - - - - 6,621,169 Financial assets at fair value through other comprehensive income 2,910,615,793 - - - - - 2,910,615,793 Bonds at amortised cost 1,122,927 - 22,927 - - 1,100,000 - Other financial assets at amortized cost 85,363 - - - - - 85,363 Total financial assets 2,987,541,614 67,885,496 22,927 - - 1,100,000 2,918,533,191 Financial liabilities Dividend payment 48,747,231 - - - - - 48,747,231 Financial liabilities at amortised cost 962,238 21,822 44,171 67,255 99,493 - 729,497 Total financial liabilities 49,709,469 21,822 44,171 67,255 99,493 - 49,476,728 Net position 2,937,832,145 67,863,614 (21,244) (67,255) (99,493) 1,100,000 2,869,056,463 in lei Book value Under 1 month 1- 3 months 3-6 months 6-9 months >1 year No interest risk 31 December 2022 Financial assets Cash and cash equivalents 2,241,614 - - - - - 2,241,614 Financial assets at fair value through profit or loss 12,881,011 12,881,011 - - - - - Financial assets at fair value through other comprehensive income 4,475,075 - - - - - 4,475,075 Bonds at amortised cost 2,193,709,763 - - - - - 2,193,709,763 Other financial assets at amortized cost 2,927,744 - - 67,744 - 2,860,000 - Total financial assets 2,216,235,207 12,881,011 - 67,744 - 2,860,000 2,200,426,452 Financial liabilities
Page 37 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) a) Market risk (continued) • Interest rate risk (continued) Dividend payment 49,300,619 - - - - - 49,300,619 Financial liabilities at amortised cost 2,096,313 - - - - - 2,096,313 Total financial liabilities 51,396,932 - - - - - 51,396,932 Net position 2,164,838,275 12,881,011 - 67,744 - 2,860,000 2,149,029,520 b) Credit risk Credit risk is the present or future risk of losing profits and capital as a result of the debtor's failure to meet contractual obligations or its failure to meet those obligations. The main elements of credit risk identified, which may significantly influence the Company's business, are: - the risk of non-receiving dividends/interest from portfolio companies - the risk of non-recovery for the value of the contract in the case of selling blocks of shares in closed-end companies - risk arising from investments in bonds and/or other credit instruments - settlement risk in the case of transactions in shares issued by listed companies - risk of bankruptcy or insolvency. The indicators used to measure the risk of issuer insolvency are the following: exposure ratio to issuers with a high risk of bankruptcy (within the next 2 years), exposure ratio on unquoted assets, exposure ratio by sector of activity. Infinity Capital Investments S.A. analyses the credit risk following the investment exposure in bonds and through holding current accounts and bank deposits as well as other receivables. On 31 December 2023, exposure to the banking sector represented 41.21% of total assets, of which 38.91% represents the market value of the shares held at Banca Transilvania and B.R.D.-Groupe Societe Generale, and 2.30% represents cash and equivalents of cash held at banking institutions. At 31 December 2023, the company held bonds issued by Mercur S.A. which have a very low weighting (0.0374%) in total assets, these bonds are guaranteed and are not admitted to trading. As regards the company's cash holdings, mainly with the most important banking institution in the system, Banca Transilvania. Fitch Ratings has reconfirmed the long-term rating of Banca Transilvania at 'BB+' with a stable outlook. As a result of the assessment of the main elements of credit risk, at 31 December 2023, the credit risk is within the approved risk limits for a medium risk appetite.
Page 38 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) b) Credit risk (continued) In LEI Rating 31 December 2023 31 December 2022 EximBank Fitch: BBB- (sovereign equivalent) - 932 Banca Transilvania Fitch: BB+ 51,713,336 12,990,734 B.R.D. - Groupe Societe Generale Moody's: Prime -2 - 96 Raiffeisen Bank Moody's: Baa1 170,637 192,531 BCR Moody's: Prime -2 17,211,087 1,936,704 Total cash at banks 69,095,060 15,120,997 Cash and other equivalents 1,302 1,628 Total current accounts and deposits, of which: 69,096,362 15,122,625 Cash and current accounts 1,210,866 2,241,614 Deposits from banks 67,885,496 12,881,011 Expected credit loss, of which related: Cash and current accounts - - Deposits from banks - - Total cash, accounts and deposits with banks 69,096,362 15,122,625 In LEI Rating 31 December 2023 31 December 2022 Bonds issued by Mercur S.A. Unrated 1,122,927 2,927,744 Total bonds at amortized cost – gross value 1,122,927 2,927,744 Expected credit loss - - Total bonds at amortized cost 1,122,927 2,927,744 Financial assets at amortized cost In LEI December 31 2023 December 31 2022 Financial assets at amortized cost 85,363 71,185 Expected credit loss - - Total other financial assets at amortised cost 85,363 71,185
Page 39 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) c) Liquidity risk Liquidity risk is the risk that a position in the company's portfolio cannot be sold, liquidated or closed at limited cost within a reasonably short period of time. The Company aims to maintain an adequate level of liquidity for its underlying obligations, based on an assessment of the relative liquidity of the market assets, taking into account the period required for liquidation and the price or value at which the assets can be liquidated, as well as their sensitivity to market risks or other external factors. The company shall systematically monitor the liquidity profile of the asset portfolio, taking into account the contribution of each asset to liquidity, as well as significant contingent and other liabilities and commitments that the company may have in relation to its underlying obligations. The liquidity risk related to payment obligations is very low, as the company's current liabilities are covered by current account holdings and/or short-term deposits. In lei Book value Under 1 month 1- 3 months 3-6 months 6-12 months >1 year No predetermined maturity 31 December 2023 Financial assets Cash and cash equivalents 69,096,362 69,096,362 - - - - - Financial assets at fair value through profit or loss 6,621,169 - - - - - 6,621,169 Financial assets at fair value through other comprehensive income 2,910,615,793 - - - - - 2,910,615,793 Bonds at amortised cost 1,122,927 - 22,927 - - 1,100,000 - Other financial assets at amortized cost 85,363 - - - - - 85,363 Total financial assets 2,987,541,614 69,096,362 22,927 - - 1,100,000 2,917,322,325 Financial liabilities Dividend payment 48,747,231 11,441,566 - - - - 37,305,665 Financial liabilities at amortised cost 962,238 21,822 44,171 67,255 99,493 - 729,497 Total financial liabilities 49,709,469 11,463,388 44,171 67,255 99,493 - 38,035,162 Net position 2,937,832,145 57,632,974 (21,244) (67,255) (99,493) 1,100,000 2,879,287,163
Page 40 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) c) Liquidity risk (continued) The Company continuously monitors the liquidity profile of the portfolio, analysing the impact of each asset on liquidity, adopting a prudent policy on cash outflows, constantly assessing the quantitative and qualitative risks of the positions held and the investments expected to be made. As at 31.12.2023, the liquidity risk is within the approved risk limits for a medium risk appetite. The structure of assets and liabilities in terms of liquidity is analysed in the following table: In lei Book value Under 1 month 1- 3 months 3-6 months 6-12 months >1 year No predetermined maturity 31 December 2022 Financial assets Cash and cash equivalents 2,241,614 2,241,614 - - - - - Financial assets at fair value through profit or loss 12,881,011 12,881,011 - - - - - Financial assets at fair value through other comprehensive income 4,475,075 - - - - -- 4,475,075 Bonds at amortised cost 2,193,709,763 - - - - - 2,193,709,763 Other financial assets at amortized cost 2,927,744 - - 67,744 2,860,000 - Total financial assets 2,216,235,207 15,122,625 - 67,744 - 2,860,000 2,198,184,838 Financial liabilities Dividend payment 49,300,619 25,958,768 - - - - 23.341.851 Financial liabilities at amortised cost 2,096,313 - - - - - 2,096,313 Total financial liabilities 51,396,932 25,958,768 - - - - 25,438,164 Net position 2,164,838,275 (10,837,143) - 67,744 - 2,860,000 2,172,746,674 d) Operational risk Operational risk is the risk of loss resulting either from the use of inadequate or failed internal processes, people or systems or from external events, and includes legal risk. In the operational risk category, the following are tracked: - legal risk - a sub-category of operational risk which is the risk of loss as a result both of fines, penalties and sanctions to which the company is liable in the event of non-application or defective application of legal or contractual provisions and of the fact that the contractual rights and obligations of the company and/or its counterparty are not properly established;
Page 41 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) d) Operational risk (continued) - compliance risk - the current or future risk of damage to profits, shareholders' equity or liquidity, which may lead to significant financial loss or damage the company's reputation, as a result of a breach or non- compliance with the legal and regulatory framework, agreements, recommended practices or ethical standards applicable to its activities; - IT risk - is a sub-category of operational risk that refers to the risk caused by the inadequacy of IT strategy and policy, information technology and information processing, with reference to its manageability, integrity, controllability and continuity, or the inappropriate use of information technology; - money laundering and terrorism financing (ML/TF) risk - the inherent risk, i.e. the level of money laundering and terrorism financing risk before it is mitigated, in the sense of analysing the impact and likelihood of involvement of regulated entities in ML/TF operations. In order to assess the level of operational risk to which it is exposed, Infinity Capital Investments S.A. works to identify and classify operational risk events into specific categories, allowing the most effective methods of control and mitigation of potential effects to be established. For this purpose, the Compliance Department, the Internal Audit Department and the Risk Management Department operate within the company and, together with the functional departments of Infinity Capital Investments S.A., are responsible for the preliminary analysis of operational risks arising in their area of activity. Infinity Capital Investments S.A. uses self-assessment as a tool for operational risk analysis and management. Operational risks are assessed and monitored so that the company's investment objectives, as approved by the shareholders, are realised and generate benefits for investors. In March 2023, the internal assessment of operational risks generated by IT systems for the year 2022 was carried out, in accordance with Article 49 letter a) of FSA Rule no. 4/2018. From the point of view of FSA Rule no. 4/2018 on the management of operational risks generated by IT systems used by entities authorised/approved/registered, regulated and/or supervised by the FSA, the Company falls into the "medium" risk category. According to art. 21 of FSA Rule no. 4/2018, the Company is required to audit IT externally or with certified internal resources the important IT systems used, once every 3 years, so that the period subject to audit is 3 consecutive calendar years, starting from the first January after the end of the period subject to the previous IT audit, as classified in the medium risk category. In Semester 1 2023, the Company conducted the external audit of the Company's relevant IT systems, which was carried out by Mazars S.A., as a result of which, at Infinity Capital Investments S.A. level, IT architecture consolidation measures have been implemented or, in certain specific cases, are being implemented. The company has a policy of maintaining an optimal level of equity capital in order to develop the company and achieve its objectives. The Company's main objective is to increase the value of its total assets in the long term. Taking into account the complexity of Infinity Capital Investments S.A.'s business, the volume of activity, the staff structure, the level of computerisation, the complexity of the monitoring and control procedures and other intrinsic aspects of the company's risk policy, the operational risk at company level is within the assumed risk appetite.
Page 42 of 72 4. MANAGEMENT OF SIGNIFICANT RISKS (continued) e) Sustainability risk Is an environmental, social or governance event or condition that, if it occurs, could cause a significant actual or potential adverse effect on the value of the investment. Sustainability risks are integrated into the existing risk classification and management as they also affect the existing types of risk to which the company is exposed in its activities. The Company incorporates sustainability risks into its risk culture. The company also integrates into its decision-making process and assesses relevant sustainability risks, i.e. those environmental, social or governance events or conditions that, if they were to occur, could have an impact on the return on investments made. In accordance with Article 4 of Regulation (EU) no. 2022/1288, Infinity Capital Investments S.A. will publish by 30.06.2024 the Statement on Principal Adverse Impacts of Investment Decisions on Sustainability Factors for the year 2023. f) Capital adequacy The management's capital adequacy policy focuses on maintaining a strong capital base to support the continued development of the Company and the achievement of its investment objectives. The Company's equity consists of share capital, reserves created, current result and retained earnings. As at 31 December 2023, the Company's shareholders' equity is RON 2,797,169,778 (31 December 2022: RON 2,105,595,927). 5. FINANCIAL ASSETS AND LIABILITIES Accounting classifications and fair values The carrying amounts and fair values of financial assets and liabilities are presented at 31 December 2023 as follows: In lei Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Amortised cost Total book value Fair value Cash and cash equivalents - - 69,096,362 69,096,362 69,096,362 Financial assets at fair value through profit or loss 6,621,169 - - 6,621,169 6,621,169 Financial assets at fair value through other comprehensive income - 2,910,615,793 - 2,910,615,793 2,910,615,793 Bonds at amortised cost - - 1,122,927 1,122,927 1,122,927 Other financial assets at amortized cost - - 85,363 85,363 85,363 Total financial assets 6,621,169 2,910,615,793 70,304,652 2,987,541,614 2,987,541,614 Dividend payment - - 48,747,231 48,747,231 48,747,231 Financial liabilities at amortised cost - - 962,238 962,238 962,238 Total financial liabilities - - 49,709,469 49,709,469 49,709,469
Page 43 of 72 5. FINANCIAL ASSETS AND LIABILITIES (continued) The carrying amounts and fair values of financial assets and liabilities are presented at 31 December 2022 as follows: In lei Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Amortised cost Total book value Fair value Cash and cash equivalents - - 2,241,614 2,241,614 2,241,614 Deposits from banks - - 12,881,011 12,881,011 12,881,011 Financial assets at fair value through profit or loss 4,475,075 - - 4,475,075 4,475,075 Financial assets at fair value through other comprehensive income - 2,193,709,763 - 2,193,709,763 2,193,709,763 Bonds at amortised cost - - 2,927,744 2,927,744 2,927,744 Total financial assets 4,475,075 2,193,709,763 18,050,369 2,216,235,207 2,216,235,207 Dividend payment - - 49,300,619 49,300,619 49,300,619 Financial liabilities at amortised cost - - 2,096,313 2,096,313 2,096,313 Total financial liabilities - - 51,396,932 51,396,932 51,396,932 6. DIVIDEND INCOME Dividend income is recorded gross. The dividend tax rates for the reporting period were 8% and nil (31 December 2022: 5% and nil). The gross dividend amounts for 2023 and 2022 were distributed in full by the Company's portfolio issuers whose holdings were classified as financial assets at fair value through other comprehensive income. The breakdown of dividend income on the main counterparties is presented as follows: In lei 31 December 2023 31 December 2022 O.M.V. PETROM S.A. 48,645,780 41,460,124 BANCA TRANSILVANIA S.A. 31,391,859 26,699,863 S.N.G.N. ROMGAZ S.A. 6,321,138 7,023,487 S.N.T.G.N. TRANSGAZ S.A. 2,725,083 3,605,869 C.N.T.E.E. TRANSELECTRICA S.A. 1,723,632 - COMPLEX HOTELIER DAMBOVITA S.A. 1,590,888 - ANTIBIOTICE S.A. 1,564,452 570,020 ELECTROMAGNETICA S.A. 951,908 -
Page 44 of 72 6. DIVIDEND INCOME (continued) BURSA DE VALORI BUCUREȘTI S.A. 893,795 475,582 DEPOZITARUL CENTRAL S.A. 79,091 86,693 B.R.D.- GROUPE SOCIETE GENERALE S.A. - 101,910,928 ALIMENTARA S.A. - 6,798,422 LION CAPITAL S.A. - 2,728,596 ȘANTIERUL NAVAL ORȘOVA S.A. - 1,696,179 IAMU S.A. - 1,289,229 ELBA S.A. - 59,226 Total 95,887,626 194,404,216 7. INTEREST INCOME In lei 31 December 2023 31 December 2022 Interest income on bank deposits 2,943,166 2,550,751 Interest income on bank current accounts 121 1 Interest income - bonds 157,653 273,967 Total 3,100,940 2,824,719 8. NET GAIN / (NET LOSS) ON THE REVALUATION OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS In lei 31 December 2023 31 December 2022 Gains related to financial assets designated at fair value through profit or loss-valuation 1,327,583 583,645 Losses related to financial assets designated at fair value through profit or loss-valuation (167,589) (761,033) Total 1,159,994 (177,388) 9. EXPENSES WITH SALARIES, ALLOWANCES AND RELATED EXPENSES Expenses with salaries, allowances and related expenses comprises expenses with salaries, allowances and other benefits, including related contributions for employees, senior management and the Board of Directors.
Page 45 of 72 9. EXPENSES WITH SALARIES, ALLOWANCES AND RELATED EXPENSES (continued) In lei Number of beneficiaries at 31 December 2023 Amount (lei) at 31 December 2023 Number of beneficiaries at 31 December 2022 Amount (lei) at 31 December 2022 Fixed remuneration Board of Directors 5 1,183,815 5 1,105,182 Senior management 2 2,411,686 2 2,289,730 Control staff 4 546,114 3 433,764 Identified personnel whose actions have a significant impact on the A.I.F. risk profile 4 1,576,383 3 1,077,397 Employees 35 3,137,900 35 2,772,456 Total fixed remuneration 8,855,898 7,678,529 Variable remuneration Board of Directors 5 2,010,276 5 709,167 Senior management 2 2,951,208 2 2,126,280 Control staff 4 242,340 3 149,808 Identified personnel whose actions have a significant impact on the A.I.F. risk profile 4 860,414 3 538,465 Employees 35 1,235,562 37 1,195,471 Total variable remuneration 7,299,800 4,719,191 Insurance and social protection expenditure 554,719 490,539 Social and related contributions Net (expense)/income on provisions for unused holiday leave (143,752) 917,681 Net expenditure/income on provisions for incentives - 3,000,000 Total salaries, allowances, contributions and related expenses 16,566,665 16,805,940 The variable remuneration paid by the Company represents performance bonuses relating to 2022 which have been expensed by recording a provision at the end of 2022. In July 2023, the month in which they were granted, the provision made for the amounts paid was reversed without affecting the result for the period. The evolution of the provisions for incentives and leave during 2023 is as follows: Opening balance at 01.01.2023 Constitutions in the period Relays in the period Closing balance at 31.12.2023 Provisions for untaken rest leave 917,681 340,120 (483,872) 773,929 Incentive-related provisions 8,500,000 8,500,000 (8,500,000) 8,500,000 Total 9,417,681 8,840,120 (8,983,872) 9,273,929
Page 46 of 72 9. EXPENSES WITH SALARIES, ALLOWANCES AND RELATED EXPENSES (continued) 31 December 2023 31 December 2022 Staff with a mandate contract 2 2 Employees with higher education 21 25 Employees with secondary education 9 10 Employees with minimum mandatory general education - 3 Total 32 40 The evolution of the number of employees by category during the reporting period is as follows: No. of employees at 31 December 2022 Employees coming in the period 01-12.2023 Employees leaving in the period 01-12.2023 No. of employees at 31 December 2023 Employees with higher education 25 4 (8) 21 Employees with secondary education 10 4 (5) 9 Employees with minimum mandatory general education 3 - (3) - Total 38 8 (16) 30 In the financial year ended 31 December 2023, the average number of employees was 32 (31 December 2022: 37) and the number of employees on the books at 31 December 2023 was 30 (31 December 2022: 38). The company makes payments to Romanian state institutions on behalf of its employees' pensions. All employees are members of the Romanian state pension plan. The company does not operate any other pension or post-retirement benefit plan and therefore has no other pension obligations. Based on the Collective Labor Agreement in force on 31.12.2023, people who retire at the age limit benefit on the date of retirement from an allowance equal to at most the value of two salaries at the time of retirement. 10. OTHER OPERATING EXPENSES In lei 31 December 2023 31 December 2022 Expenses with consumables 297,596 311,996 Expenses with fees and commissions 3,641,734 2,822,046 Expenses with third-party services 2,569,087 3,175,581 Marketing, advertising and protocol expenses 513,686 260,501 Expenses with depreciation, provisions and value adjustments 928,380 735,013 Other operating expenses 849,198 628,672 Total 8,799,681 7,933,809
Page 47 of 72 10. OTHER OPERATING EXPENSES (continued) Expenses with fees and commissions and expenses with third-party services account for the largest part of Other operating expenses, which are structured as follows: Expenses with fees and commissions In lei 31 December 2023 31 December 2022 Expenses with FSA fee - calculated on the basis of net book assets 2,199,126 2,014,728 Depositary expenses 750,487 316,384 Trading expenses 378,279 250,480 Court fees and authentication expenses 148,550 74,556 Local tax expenses 165,292 165,898 Total commissions, fees, administration and supervision fees 3,641,734 2,822,046 Transaction costs related to share purchases, other than those recorded through profit or loss, are recorded in the carrying amount of financial assets measured at fair value through other comprehensive income. Expenses with third-party services In lei 31 December 2023 31 December 2022 Expenses with assessment of tangible and financial assets 262,235 732,811 Audit and certification costs 467,506 999,332 Tax consultancy expenses 258,885 82,754 Legal advice expenses 753,209 499,222 Expenses with outsourced services 246,480 197,140 Third party services, subscriptions and press advertising 365,144 79,838 Other third-party services 215,628 584,484 Total expenses with third-party services 2,569,087 3,175,581 The statutory financial audit expenses for the 2023 financial year were in amount of 430,924 lei (the statutory audit expenses related to 2022 were in amount of 999,352 lei). 11. PROFIT TAX Reconciliation of pre-tax profit to income tax expense in the profit and loss account In lei 31 December 2023 31 December 2022 Current profit tax Current profit tax 16% (2022: 16%) 252,774 - Dividend tax 8% (2022: 5%) 7,342,431 9,202,508 Total 7,595,205 9,202,508 Deferred profit tax Liabilities related to profit-sharing and other benefits 23,000 (1,506,829) Total profit tax for the financial year 7,618,205 7,695,679
Page 48 of 72 11. PROFIT TAX (continued) Accounting (loss)/profit before tax 75,285,499 172,504,164 Tax in accordance with the statutory tax rates of 16% (2022: 16%) 12,045,680 27,600,667 Effect on profit tax of: non-deductible expenditure 5,132,970 5,787,570 non-taxable income (16,784,044) (32,053,725) Recording temporary differences and the impact of tax loss on deferred tax 23,000 (1,506,829) Dividend tax 8% (2022: 5%) 7,342,431 9,202,508 Other items (141,832) (1,334,512) Profit tax 7,618,205 7,695,679 At 31 December 2023, non-deductible expenses on which the profit tax effect has been calculated mainly include expenses related to non-taxable income and expenses for the provision for bonuses (incentives) that will be granted during 2024. The non-taxable income on which the effect of the profit tax was calculated mainly includes income from dividends, as well as income from the resumption of provisions for premiums (incentives) related to the year 2022 granted in the year 2023. Deferred profit tax at 31 December 2023 and 31 December 2022 is mainly determined by financial assets valued at fair value through other comprehensive income. The following lines present the net movements in the year of the positions that influence the deferred profit tax for other elements of the global result. Deferred tax 31 December 2023 31 December 2022 Tangible assets and investment property - revaluation 107,480 (350,907) Financial assets at fair value through other comprehensive income (80,693,489) 44,174,247 Other capital elements - 662,332 Total movements in deferred profit tax through other comprehensive income (80.576,009) 43,823,340
Page 49 of 72 12. CASH AND CASH EQUIVALENTS In lei 31 December 2023 31 December 2022 Current accounts at banks 1,209,564 2,039,983 Bank deposits with an initial maturity of less than 3 months including the attached receivables 67,885,496 - Other cash and cash equivalents - 3 Cash and cash equivalents 69,096,362 2,241,614 Current accounts opened with banks are at the Company's disposal at all times and are not restricted. 13. DEPOSITS FROM BANKS In lei 31 December 2023 31 December 2022 Bank deposits on demand - 12,875,280 Attached receivables - 5,731 Total deposits FROM banks - 12,881,011 Bank deposits are always at the disposal of the Company and are not restricted or encumbered. 14. FINANCIAL ASSETS a) Financial assets at fair value through profit or loss (fund units) In lei Market value at 31 December 2023 Market value at 31 December 2022 - Fund units 6,621,169 4,475,075 Total 6,621,169 4,475,075 The category "Financial assets at fair value through profit or loss" includes the fund units held in open investment funds: BT INDEX RO, FDI NAPOCA, FDI TRANSILVANIA, FDI TEHNOGLOBINVEST. In the first semester of 2023, the fund units of the FIA AGRICULTURAL FUND S.A. were purchased in the amount of 986,100 lei. The value of these fund units in the Company's portfolio is presented at the value of the net accounting asset of each fund on the last day of the month, information available on the web page of each fund. The redemption of these fund units is carried out continuously without any redemption conditions being imposed. Based on these characteristics, investments in fund units have been classified as level 1 investments. The movement of financial assets of the type of fund units, in the reporting period ended 31 December 2023, is presented in the following table: Fair value movement of financial investments measured at fair value through profit or loss 2023 2022 Opening balance 4,475,075 4,652,462 Purchases 986,100 - Sales - - Net change in fair value 1,159,994 (177,387) Closing balance 6,621,169 4,475,075
Page 50 of 72 14. FINANCIAL ASSETS (continued) b) Financial assets measured at fair value through other comprehensive income are presented as follows: Fair value movement of financial investments measured at fair value through other comprehensive income 2023 2022 Opening balance 2,193,709,763 2,373,923,240 Purchases 117,100,001 181,849,452 Sales (103,925,158) (102,752,368) Change in fair value 703,731,187 (259,619,763) Closing balance 2,910,615,793 2,193,709,763 The trading activity of Infinity Capital Investments S.A. was aimed at implementing the investment strategy in order to ensure the necessary conditions for consolidating and rebalancing the portfolio, taking into account the opportunities offered by the market and the need to comply with the prudential limitations of alternative investment funds. The inflows of shares in 2023 amounted to 117.1 million lei and mainly represent the acquisition of shares mainly on the capital market in Electromagnetica S.A. (46.36 million lei), Gravity Capital Investments S.A. (22.5 million lei) and in the capital market in the following companies: Electromagnetica S.A. (46.36 million lei), Gravity Capital Investments S.A. (22.5 million lei), Lion Capital S.A. (18.35 million lei), Antibiotice S.A. (9.28 million lei), Flaros S.A. (9.24 million lei), Hidroelectrica S.A. (4.68 million lei), Argus S.A. (4.45 million lei), S.I.F. Muntenia S.A. (1.20 million lei) and CCP.RO Bucharest S.A. (1 million lei). The sale value of the shares in 2023 amounted to 103.93 million lei and represents the sale value on the capital market of the shares of the following issuers in the Company's portfolio: Turism Felix S.A. (44.56 million lei), IAMU S.A. (18.84 million lei) Șantierul Naval Orșova S.A. (16.29 million lei), Turism Lotus Felix S.A. (9.05 million lei) Sinterom S.A. (7.37 million lei), and C.N.T.E.E. Transelectrica S.A. (4.25 million lei), Corealis S.A. (1.6 million lei), Tușnad Băile S.A. Tușnad (1.29 million lei), Relee S.A. (0.49 million lei). The inflows of shares in 2022 amounted to 181.16 million lei and mainly represent the acquisition of shares mainly on the capital market Lion Capital S.A. (84.37 million lei), S.I.F Muntenia S.A. (43.77 million lei), S.I.F. Muntenia S.A. (43.77 million lei), Banca Transilvania S.A. (20.77 million lei), O.M.V. Petrom S.A. (10.33 million lei) Lactate Natura S.A. (10.25 million lei), Bursa de Valori București S.A. (8.12 million lei), Electromagnetica S.A. (1.85 million lei) and Antibiotice S.A. (2.28 million lei) and Gravity Capital Investments S.A. (0.09 million lei). The value of shares sold in 2022 was 102.75 million lei and represents mainly the value of shares sold on the capital market to the following issuers in the Company's portfolio: Banca Transilvania S.A. (52.43 million lei), Eximbank S.A. (42.42 million lei) and S.N.G.N. Romgaz S.A. (6.95 million lei) and C.N.T.E.E. Transelectrica S.A. (0.96 million lei). Sale decisions are reviewed by the company's management together with the Investment Department and take place in the context of the company identifying reasonable opportunities to maximize investment returns. Sale decisions are reviewed by management in conjunction with the Investment and Portfolio Departments and take place in the context of the company identifying reasonable opportunities to maximise investment returns.
Page 51 of 72 14. FINANCIAL ASSETS (continued) b) Financial assets measured at fair value through other comprehensive income (continued) The market value at 31 December 2023 of the top 10 issuers in the Company's portfolio represents 82.12% of the total asset value of Infinity Capital Investments S.A. No. Group Market value at 31 December 2023 - lei - Percentage of total assets - % - 1 BANCA TRANSILVANIA 673,952,650 22.46 2 B.R.D.-GROUPE SOCIETE GENERALE 493,392,722 16.44 3 O.M.V. PETROM 338,751,522 11.29 4 ANTIBIOTICE 275,478,777 9.18 5 LION CAPITAL 196,578,783 6.55 6 S.I.F. MUNTENIA 118,108,653 3.94 7 FLAROS 107,765,271 3.59 8 ELECTROMAGNETICA 93,802,679 3.13 9 S.N.G.N. ROMGAZ 92,599,129 3.09 10 S.N.T.G.N. TRANSGAZ 73,421,527 2.45 Total 2,463,851,713 82.12 Total Company assets 3,000,661,604 The market value at 31 December 2022 of the top 10 issuers in the Company's portfolio represents 80.31% of the total asset value of Infinity Capital Investments S.A. No. Group Market value at 31 December 2022 - lei - Percentage of total assets - % - 1 BANCA TRANSILVANIA 490,332,314 21.98 2 B.R.D.-GROUPE SOCIETE GENERALE 357,929,988 16.05 3 O.M.V. PETROM 247,651,243 11.10 4 LION CAPITAL 166,666,349 7.47 5 ARGUS 108,220,196 4.85 6 ANTIBIOTICE 102,737,926 4.61 7 S.I.F. MUNTENIA 92,351,408 4.14 8 FLAROS 88,484,374 3.97 9 S.N.G.N. ROMGAZ 69,772,797 3.13 10 S.N.T.G.N. TRANSGAZ 67,032,181 3.01 Total 1,791,178,776 80.31 Total Company assets 2,230,367,907 c) Bonds at amortised cost 31 December 2023 31 December 2022 Bonds issued by Mercur S.A. 1,122,927 2,927,744 Total bonds at amortised cost - gross value 1,122,927 2,927,744 Expected credit loss - - Total bonds at amortised cost 1,122,927 2,927,744
Page 52 of 72 14. FINANCIAL ASSETS (continued) c) Bonds at amortised cost (continued) At 31 December 2023, the category of bonds at amortised cost includes unlisted corporate bonds issued by Mercur S.A. Craiova. The bonds were purchased as part of the offer to less than 150 investors, carried out by Mercur S.A. Craiova between 09.09.2021 and 13.09.2021. A number of 680 bonds with the following characteristics were purchased: - Nominal value: 10,000 lei; - Expiry date: 15.09.2026; - Interest rate: ROBOR 1M +1% /year; - Payment of coupons: half-yearly; - Secured by a real estate mortgage, represented by land 6,508 sqm and commercial premises of 11,741 sqm, valued at the fair value of 66 million lei on 31 December 2022, the assessment report being prepared by Neoconsult Valuation S.R.L., ANEVAR appraiser. As a result of the early buy-backs made by the issuer Mercur S.A., as of 31 December 2023, Infinity Capital Investments S.A. still holds 110 corporate bonds issued by Mercur S.A. out of the 680 bonds purchased. d) Fair value hierarchy In calculating the fair value for equity instruments (shares), the Company uses the following hierarchy of methods: - Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities; - Level 2: inputs other than quoted prices included in Level 1 that are observable for assets or liabilities, either directly (e.g. prices) or indirectly (e.g. price derivatives); - Level 3: Assessment techniques based largely on unobservable elements. This category includes all instruments for which the assessment technique includes elements that are not based on observable data and for which unobservable input parameters may have a significant effect on the assessment of the instrument. Assessment techniques include net present value techniques, discounted cash flow method, comparison method with similar instruments for which there is an observable market price and other assessment methods. 31 December 2023 In LEI Level 1 Level 2 Level 3 Total Financial assets at fair value through profit or loss 6,621,169 - - 6,621,169 Financial assets at fair value through other comprehensive income 2,549,522,100 - 361,093,693 2,910,615,793 Total 2,556,143,269 - 361,093,693 2,917,236,962
Page 53 of 72 14. FINANCIAL ASSETS (continued) d) Fair value hierarchy (continued) 31 December 2022 In LEI Level 1 Level 2 Level 3 Total Financial assets at fair value through profit or loss 4,475,075 - - 4,475,075 Financial assets at fair value through other comprehensive income 1,828,425,408 - 365,284,355 2,193,709,763 Total 1,832,900,483 - 365,284,355 2,198,184,838 Fair Value Movement Level 3 2023 2022 Opening balance 365,284,355 407,453,030 Purchases 32,778,983 10,345,338 Sales (83,033,476) (42,416,586) Reclassifications from level 1 51,409,859 Net change in fair value 46,063,831 (61,507,286) Closing balance 361,093,693 365,284,355 The fair value measurement of investments (equity instruments - shares) held at 31 December 2023 was performed as follows: - for securities listed and traded on an active market during the reporting period, the market value was determined by taking into account the quotation on the last trading day (closing quotation on the main stock market for those listed on the regulated market - B.V.B., respectively the reference price for the alternative system - AeRO for Level I); - for listed securities for which there is no active market or are not listed (for Level 3): assessment techniques based on unobservable inputs were used, thus fair value was determined in accordance with International Assessment Standards based on an assessment report performed by an independent ANEVAR authorised valuer, updated at least annually; fair value has been measured at book value per share as reported in the entity's most recently approved annual financial statements.
Page 54 of 72 14. FINANCIAL ASSETS (continued) d) Fair value hierarchy (continued) Financial assets Fair value at 31 December 2023 Assessment technique Unobservable input data, average values Relationship between unobservable inputs and fair value Listed minority shareholdings with no active market 121,460,726 Equity approach – adjusted net assets Book value of assets Book value of liabilities The higher the book value of the assets, the higher the fair value. The higher the carrying amount of liabilities, the lower the fair value Listed majority shareholdings with no active market 113,896,539 Income approach – discounted cash flow method Weighted average cost of capital: 10.83% Perpetual long-term income growth rate: 2.6% The lower the weighted average cost of capital, the higher the fair value. The higher the long-term revenue growth rate, the higher the fair value. Unlisted majority shares 20,695,319 Equity approach – adjusted net assets Book value of assets Book value of liabilities The higher the book value of the assets, the higher the fair value. The higher the book value of liabilities, the lower the fair value. Unlisted majority shares 96,002,689 Income approach – discounted cash flow method Weighted average cost of capital: 12.81% Perpetual long-term income growth rate: 2.6% The lower the weighted average cost of capital, the higher the fair value. The higher the long-term revenue growth rate, the higher the fair value. Unlisted minority shares 2,175,742 Equity approach – net accounting asset Book value of assets Book value of liabilities The higher the book value of the assets, the higher the fair value. The higher the book value of liabilities, the lower the fair value. Unlisted minority shares 6,862,678 Equity approach – adjusted net assets Book value of assets Book value of liabilities The higher the book value of the assets, the higher the fair value. The higher the book value of liabilities, the lower the fair value. Total 361,093,693
Page 55 of 72 14. FINANCIAL ASSETS (continued) d) Fair value hierarchy (continued) Financial assets Fair value at 31 December 2022 Assessment technique Unobservable input data, average values Relationship between unobservable inputs and fair value Listed minority shareholdings with no active market 3,119,986 Balance sheet approach - net book assets Book value of assets Book value of liabilities The higher the book value of the assets, the higher the fair value The higher the carrying amount of liabilities, the lower the fair value Listed majority shareholdings with no active market 103,720,325 Balance sheet approach - adjusted net assets Market value of assets Market value of debts The higher the market value of the assets, the higher the fair value The higher the market value of the debt, the lower the fair value Listed minority shareholdings with no active market 73,822,266 Income approach - discounted cash flow method Weighted average cost of capital: 16.67% Long-term income growth rate in perpetuity: 3.2%. The lower the weighted average cost of capital, the higher the fair value. The higher the long-term rate of earnings growth, the higher the fair value. Undisclosed minority interests 5,640,015 Balance sheet approach - net book assets Book value of assets Book value of liabilities The higher the book value of the assets, the higher the fair value The higher the carrying amount of liabilities, the lower the fair value Undisclosed minority interests 16,659,508 Income approach - discounted cash flow method Weighted average cost of capital: 14.13% Long-term income growth rate in perpetuity: 3.77%. The lower the weighted average cost of capital, the higher the fair value. The higher the long-term rate of earnings growth, the higher the fair value.
Page 56 of 72 14. FINANCIAL ASSETS (continued) d) Fair value hierarchy (continued) Financial assets Fair value at 31 December 2022 Assessment technique Unobservable input data, average values Relationship between unobservable inputs and fair value Listed majority shareholdings with no active market 94,636,402 Income approach - discounted cash flow method Weighted average cost of capital: 13.5%. Long-term income growth rate in perpetuity: 4.5%. The lower the weighted average cost of capital, the higher the fair value. The higher the long-term rate of earnings growth, the higher the fair value. Unlisted majority holdings 86,999 Balance sheet approach - adjusted net assets Market value of assets Market value of debts The higher the market value of the assets, the higher the fair value The higher the market value of the debt, the lower the fair value Unlisted majority holdings 67,598,854 Income approach - discounted cash flow method Weighted average cost of capital: 13.3% Long-term income growth rate in perpetuity: 3.8%. The lower the weighted average cost of capital, the higher the fair value. The higher the long-term rate of earnings growth, the higher the fair value. Total 365,284,355
Page 57 of 72 14. FINANCIAL ASSETS (continued) d) Fair value hierarchy (continued) As presented in these financial statements, fair value estimates are appropriate to the types of financial assets in the portfolio and the information held at the date of their estimation, and changing the assumptions or methods that were the basis of the assessments could lead to values different from those presented. For fair values recognised using a significant number of unobservable inputs (Level 3), a change in one or more of the determinants in the analysis would have an effect on the overall result and the current result. A sensitivity analysis was performed on the value resulting from the assessment of equity investments by estimating risk variations on the main influencing factors. Two assessment techniques were used, namely: 1) Income Approach - Discounted Cash Flow Method - net operating cash flow values as well as weighted average cost of capital values have been statistically adjusted by +/-5% and +/-0.4 bps respectively (2022: +/- 5% and +/-0.5 bps respectively), considered as risk limit, resulting in values per share and thus company equity with a deviation from the standard value. Given that within the holdings valued using the discounted cash flow method, there are companies for which the total value of equity was strongly influenced by the value of excess assets which is added to the discounted value of assets in operation, we also included a sensitivity analysis by estimating +/-5% risk changes in excess assets. All these deviations from the standard value have an impact on other items of comprehensive income (before tax). Modified hypothesis (Lei) Impact on other comprehensive income (before tax) 31 December 2023 Impact on other comprehensive income (before tax) 31 December 2022 Increase in net operating cash flow by 5% 5,180,117 10,033,903 Decrease in net operating cash flow by 5% (5,196,468) (5,014,970) Increase in weighted average cost of capital by 0.5% (5,155,630) (4,425,011) Decrease in weighted average cost of capital by 0.5% 5,784,307 10,185,350 Increase in growth rate in perpetuity by 0.4% (2022: 0.5%) (2,956,796) 9,454,882 Decrease in growth rate in perpetuity by 0.4% (2022:0.5%) 3,364,934 (3,652,051) Increase in value of excess assets by 5% 4,446,133 5,214,067 Decrease in value of excess assets by 5% (4,452,617) (4,581,671) From the information presented above it can be seen that there is a direct relationship between the value of net cash flows from operations and the value of excess assets and fair value and an inverse relationship between the weighted average cost of capital and fair value: - the increase/decrease in net cash flows from operations causes an increase/decrease in fair value; - the increase/decrease in the weighted average cost of capital causes a decrease/increase in fair value; - increase/decrease in excess assets causes an increase/decrease in fair value. -
Page 58 of 72 14. FINANCIAL ASSETS (continued) d) Fair value hierarchy (continued) The weighted average cost of capital represents the company's cost of capital in nominal terms (including inflation), based on the ”Capital Asset Pricing Model”. All sources of capital - equities, bonds and other long- term debt - are included in the calculation of the weighted average cost of capital. Excess assets are assets that are not used in the company's current (operational) activity and may include financial assets, tangible assets. 2) Asset based approach - Adjusted net asset method and book net asset method - both asset values and liability values have been adjusted by +/-5% (2022: +/-5%), resulting in per share and equity values of the company with a deviation from the standard value. These deviations from the standard value affect other items of comprehensive income (before tax). Modified hypothesis (Lei) Impact on other comprehensive income (before tax) 31 December 2023 Impact on other comprehensive income (before tax) 31 December 2022 5% increase in net asset value 7,559,723 5,628,883 Decrease in the value of assets by 5%. (7,559,723) (5,627,875) From the information presented above it can be seen that there is a direct relationship between the value of assets and fair value and an inverse relationship between the value of liabilities and fair value: - increase/decrease in assets causes an increase/decrease in fair value. - increase/decrease in debt causes a decrease/increase in fair value. e) Reserves from fair value revaluation of financial assets through other comprehensive income, net of deferred tax 31 December 2023 31 December 2022 At 1 January 2023 572,907,170 822,551,830 Gross (loss)/gain on revaluation of financial assets at fair value through other comprehensive income 703,731,187 (259,619,763) Deferred tax relating to gain on revaluation of financial assets at fair value through other comprehensive income (81,327,676) 39,423,598 Net (loss)/gain on revaluation of available financial assets at fair value through other comprehensive income 622,403,511 (220,196,165) Gross deferred tax gain related to the transfer to retained earnings following the sale of financial assets (17,365,304) (34,889,898)
Page 59 of 72 14. FINANCIAL ASSETS (continued) e) Reserves from fair value revaluation of financial assets through other comprehensive income, net of deferred tax (continued) Deferred tax relating to gain on revaluation of financial assets measured at fair value through other comprehensive income transferred to retained earnings as a result of the sale of financial assets 519,387 5,441,403 Gain, net of deferred tax, related to the transfer to retained earnings following the sale of financial assets (16,845,917) (29,448,495) At 31 December 2023 1,178,464,764 572,907,170
Page 60 of 72 15. PROPERTY, PLANT AND EQUIPMENT Gross book value 1 January 2023 Additions Transfer Disposals Cancellation of accumulated depreciation at revaluation date Revaluation increases Revaluation decreases 31 December 2023 Property, plant and equipment Land 2,021,508 - - (386,392) - - - 1,635,116 Buildings 9,151,034 - - (124,946) - - - 9,026,088 Equipment 2,212,916 241,006 (1,701,235) (131,239) - - - 1,250,448 Vehicles - 6,128 1,701,235 (330,390) - - - 747,973 Other tangible assets 204,986 125,669 - (95,185) - - - 235,470 Tangible assets in progress - 4,086 - (4,086) - - - - Total 13,590,444 376,889 - (1,072,238) - - - 12,895,095 Accumulated depreciation 1 January 2023 Depreciation during the year Transfer of depreciation Disposals Cancellation of accumulated depreciation at revaluation date Provision for impairment of fixed assets Decrease in impairment of fixed assets 31 December 2023 Property, plant and equipment Buildings - 470,295 - (13,805) - - - 456,490 Equipment 1,069,587 154,752 (784,870) (131,239) - - - 308,230 Vehicles - 222,164 782,585 (306,280) - - - 698,469 Other tangible assets 120,407 34,234 2,285 (83,331) - - - 73,595 Total 1,189,994 881,445 - (534,655) - - 1,536,784 Net book value Land 2,021,508 - - - - - - 1,635,116 Buildings 9,151,034 - - - - - - 8,569,598 Equipment 1,143,329 - - - - - - 942,218 Vehicles 49,504 Other tangible assets 84,579 - - - - - - 161,875 Total 12,400,450 - - - - - - 11,358,311
Page 61 of 72 15. PROPERTY, PLANT AND EQUIPMENT (continued) Gross book value 1 January 2022 Additions Transfer Disposals Cancellation of accumulated depreciation at revaluation date Revaluation increases Revaluation decreases 31 December 2022 Property, plant and equipment Land 2,436,224 - - - - - (414,716) 2,021,508 Buildings 9,454,882 - - - (438,945) 135,097 - 9,151,034 Equipment and means of transport 2,691,733 860,457 - (1,339,274) - - - 2,212,916 Other tangible assets 205,935 61,403 - (62,352) - - - 204,986 Total 14,788,774 921,860 - (1,401,626) (438,945) 135,097 (414,716) 13,590,444 Accumulated depreciation 1 January 2022 Depreciation during the year Transfer of depreciation Disposals Cancellation of accumulated depreciation at revaluation date Provision for impairment of fixed assets Decrease in impairment of fixed assets 31 December 2022 Property, plant and equipment Buildings - 438,945 - - (438,945) - - - Equipment and means of transport 2,160,957 247,905 - (1,339,275) - - - 1,069,587 Other tangible assets 164,499 18,260 - (62,352) - - - 120,407 Total 2,325,456 705,110 - (1,401,627) (438,945) - - 1,189,994 Net book value Land 2,436,224 - - - - - - 2,021,508 Buildings 9,454,882 - - - - - - 9,151,034 Equipment and means of transport 530,775 - - - - - - 1,143,329 Other tangible assets 41,437 - - - - - - 84,579 Total 12,463,318 - - - - - - 12,400,450
Page 62 of 72 15. PROPERTY, PLANT AND EQUIPMENT (continued) The company has no restrictions on ownership. Tangible assets have not been used as collateral. At the end of the reporting periods in 2023 and 2022, the Company does not record contractual obligations for purchases of property, plant and equipment. The last revaluation of land and buildings owned was carried out on 31 December 2022, with the revaluation differences being recorded within equity. The revaluation was carried out by a certified valuer, namely Neoconsult Valuation S.R.L., a corporate member of ANEVAR. Three revaluation techniques have been used in their assessment, namely: market value, value determined on a net discounted cash flow basis and value based on net replacement cost. The fair value hierarchy is Level 3 for land and buildings. At the resulting value, following the valuation of land and buildings, a sensitivity analysis was performed by estimating risk variations on the main influencing factors that were presented in the financial statements at 31 December 2022. During 2023, market data published by real estate companies indicate that no significant changes were recorded in the input data - rents, occupancy rates, capitalization rates, unit land values, used in the application of these methods. The fair value hierarchy is Level 3 for land and buildings. The other categories of tangible assets are presented at cost, less accumulated depreciation. Taking into account that the input data used in the valuation of the land and buildings in the Company's patrimony at 31 December 2022 did not vary significantly in the market during 2023, it was considered that the net book value of the land and buildings on 31 December 2023 represents an estimate of fair value at the reporting date. 16. DIVIDENDS PAYABLE In lei 31 December 2023 31 December 2022 Dividends payable for 2021 4,354,154 4,466,219 Dividends payable for 2020 7,087,412 7,202,979 Dividends payable for 2019 14,113,930 14,289,570 Dividends payable for 2018 20,739,309 20,888,941 Dividends payable for 2017 319,718 319,925 Dividends payable for 2016 410,841 411,016 Dividends payable for 2015 593,196 593,284 Dividends payable for 2014 484,031 484,043 Dividends payable for 2013 644,640 644,642 Total dividends payable 48,747,231 49,300,619 The decision to prescribe dividends is approved by the General Meeting of Shareholders ("GMS”) upon proposal of the Board of Directors, when the Company's management concludes that there will be no further cash outflows. At the time of lapse, the prescribed amount is recorded in equity, in a separate account within retained earnings.
Page 63 of 72 17. FINANCIAL LIABILITIES AT AMORTISED COST In lei 31 December 2023 31 December 2022 Trade liabilities 728,198 1,610,683 Finance lease liabilities 232,741 480,659 Other liabilities 1,299 4,971 Total 962,238 2,096,313 18. DEFERRED PROFIT TAX LIABILITIES Deferred income tax liabilities are determined by the following items: In lei Assets Liabilities Net Taxable effect liability/(asset) 31 December 2023 Property, plant and equipment and investment property 7,972,721 - 7,972,721 1,275,635 Retained earnings from transfer of revaluation reserves 7,534,639 - 7,534,639 1,205,542 Financial assets at fair value through other comprehensive income 874,690,903 - 874,690,903 139,950,546 Other liabilities (employee benefits, unused leave) - 9,273,929 (9,273,929) (1,483,829) Other capital items 17,532,186 - 17,532,186 2,805,154 Total 907,730,449 9,273,929 898,456,520 143,753,048 Deferred tax liabilities 143,753,048 In lei Assets Liabilities Net Taxable effect liability/(asset) 31 December 2022 Property, plant and equipment and investment property 16,179,097 - 16,179,097 2,588,656 Retained earnings from transfer of reassessment reserves Financial assets at fair value through other comprehensive income 367,706,587 - 367,706,587 58,833,054 Other liabilities (employee benefits, unused leave) - 9,417,681 (9,417,681) (1,506,829) Other capital items - (20,244,741) 20,244,741 3,239,158 Total 383,885,684 (10,827,060) 394,712,744 63,154,039 Deferred tax liabilities 63,154,039
Page 64 of 72 18. DEFERRED PROFIT TAX LIABILITIES (continued) In LEI 31 December 2023 31 December 2022 Deferred tax assets 1,483,829 1,506,829 Tax deferred liabilities (145,236,877) (64,660,868) Deferred tax balance (143,753,048) (63,154,039) 19. OTHER LIABILITIES In lei 31 December 2023 31 December 2022 Wages and related benefits, of which: 9,802,859 9,948,695 Salaries and related contributions 528,930 531,014 Performance bonuses 8,500,000 8,500,000 Provisions for unused leave 773,929 917,681 Liabilities to the state budget 22,739 189,874 Other liabilities 223,127 176,331 Total other liabilities 10,048,725 10,314,900 During 2023, provisions were made for employee performance bonuses of 8,500,000 lei (2022: 8,500,000 lei) and reversed 8,500,000 lei (2022: 5,500,000 lei). 20. CAPITAL AND RESERVES Share capital The share capital, according to the Company's Articles of Association, has a value of 50,000,000 lei, is divided into 500,000,000 shares with a nominal value of 0.1 lei per share and is the result of direct subscriptions made to the Company's share capital and by the conversion into shares of the amounts due as dividends under Law no. 55/1995 and under Law no. 133/1996. The shares issued by the Company are traded on the Bucharest Stock Exchange - Premium Category (market symbol INFINITY). The records of shares and shareholders are kept by the Depozitarul Central S.A. in Bucharest. The Company's shares are: ordinary, registered shares of equal value, issued in dematerialised form, fully paid at the time of subscription, evidenced by book entry and grant equal rights to their holders, except as limited by legal regulations and legal provisions.
Page 65 of 72 20. CAPITAL AND RESERVES (continued) Share capital (continued) During 2022, the following events occurred that will have an impact on the decrease in share capital: On the basis of Resolution No. 4 of the Extraordinary General Meeting of Shareholders of 31 March 2022, the Company acquired a number of 25,000,000 of its own shares (par value 0.1 lei/share), representing 5% of the share capital. The repurchase value was 2.5 lei/share, resulting in a negative reserve of 60,864,962 lei, representing the difference between the repurchase value and the nominal value of the shares. The offer was 416% oversubscribed and the allocation factor was 0.2402 for each subscribed share. The purchase of the shares was made within the framework of the public offering for the purchase of shares issued by the Company, approved by the FSA by Decision no. 671/31.05.2022. By Resolution no. 4 of the Extraordinary General Meeting of Shareholders of 27.04.2023, the decrease of the subscribed share capital of Infinity Capital Investments S.A. from 50,000,000 lei to 47,500,000 lei was approved, by cancelling a number of 25,000,000 own shares acquired by the Company following the roll-out of the public offering for the purchase of own shares in the period 08.06.2022-22.06.2022 in application of the buy-back program approved by the General Meeting of Shareholders. The necessary steps are being taken to obtain the approval of the share capital reduction by the Financial Supervisory Authority. The share capital according to the Articles of Association is as follows: In lei 31 December 2023 31 December 2022 Statutory share capital 50,000,000 50,000,000 At 31 December 2023, the number of shareholders is 5,725,640 (31 December 2022: 5,728,907), whose structure is as follows: Number of shareholders Number of shares Amount (lei) (%) 31 December 2023 Individuals 5,725,467 207,333,918 20,733,392 41% Legal entities 173 292,666,082 29,266,608 59% Total 31 December 2023 5,725,640 500,000,000 50,000,000 100% Number of shareholders Number of shares Amount (lei) (%) 31 December 2022 Individuals 5,728,730 209,676,656 20,967,666 42% Legal entities 177 290,323,344 29,032,334 58% Total 31 December 2022 5,728,907 500,000,000 50,000,000 100%
Page 66 of 72 20. CAPITAL AND RESERVES (continued) Legal reserves The legal reserves are set up, as required by law, in the amount of 5% of the profit recorded in accordance with the applicable accounting regulations up to the level of 20% of the share capital, according to the articles of association. The amount of the legal reserve at 31 December 2023 is 11,603,314 lei (31 December 2023: 11,603,314 lei). In the reporting period 2022 and 2023, the Company did not set up any legal reserves from profits, as they reached the ceiling of 20% of the share capital, as per the articles of association. Legal reserves cannot be distributed to shareholders. Difference from change in fair value of financial assets measured at fair value through other comprehensive income It comprises the cumulative net changes in the fair values of financial assets measured at fair value through other comprehensive income from the date of their classification in this category until derecognition or impairment. Reserves from the assessment of financial assets measured at fair value through other comprehensive income are recorded net of related deferred tax and amount to 1,178,464,764 lei at 31 December 2023 (31 December 2022: 572,907,170 lei). Deferred tax relating to these reserves is recognised in equity and deducted from reserves from the assessment of financial assets at fair value through other comprehensive income. Other reserves In lei 31 December 2023 31 December 2022 Reserves distributed from net profit 628,916,825 470,287,061 Reserves created following the application of Law No 133/1996 * 144,636,073 144,636,073 Reserves from prescribed dividends 28,112,839 28,112,816 Foreign exchange reserves and other reserves 525,506 525,069 Total 802,191,243 643,561,019 * The reserve related to the initial portfolio was established following the application of Law no. 133/1996, as the difference between the value of the portfolio contributed and the value of the share capital subscribed to the Company. These reserves are assimilated to a contribution premium. The distribution of the net profit for the financial year 2022 in amount of 164,808,485 lei, approved by Resolution No. 5 of the Board of Directors of Infinity Capital Investments S.A. dated 27 April 2023, was recorded under reserves distributed from net profit, in order to support future investments, as proposed by the Board of Directors.
Page 67 of 72 21. BASIC AND DILUTED EARNINGS PER SHARE In lei 31 December 2023 31 December 2022 Net profit attributable to equity holders of the Company 67,667,294 164,808,485 Weighted average number of ordinary shares outstanding 475,000,000 487,123,288 Basic and diluted earnings per share 0.1425 0.3383 In lei 31 December 2023 31 December 2022 Net profit attributable to equity holders of the Company 67,667,294 164,808,485 Gain reflected in retained earnings attributable to ordinary shareholders (from sale of financial assets at fair value through other comprehensive income) 16,845,917 29,448,495 Weighted average number of ordinary shares outstanding 475,000,000 487,123,288 Basic earnings per share (including realised gain on sale of financial assets at fair value through other comprehensive income) 0.1779 0.3988 22. GUARANTEES GRANTED The company has no guarantees granted. 23. TRANSACTIONS AND BALANCES WITH RELATED PARTIES In the course of its business, the Company has identified the following related parties: Subsidiaries In accordance with the legislation in force at 31 December 2023, the Company has control over 14 issuers (31 December 2022: 13 issuers) as per note 3 c). All Company subsidiaries at 31 December 2023 and 31 December 2022 are based in Romania and the percentage of ownership is not different from the percentage of the number of votes held. At 31 December 2023 and 31 December 2022 the following balances relating to related party transactions are recorded: In lei 31 December 31 December 2023 2022 1,100,000 22,927 - 2,860,000 67,774 829,861 Mercur S.A. Craiova Bonds at amortised cost Interest attached to bonds Stock purchases
Page 68 of 72 23. TRANSACTIONS AND BALANCES WITH RELATED PARTIES (continued) Electromagnetica S.A. 46,357,913 - Stock purchases Lactate Natura S.A. Share capital increases - 10,255,348 Complex Hotelier Dâmbovița S.A. Loans granted and repaid during the period - 2,000,000 Provitas S.A. Bucharest Other non-current assets 7,416 7,416 42,756 Stock purchases - Argus S.A. 4,452,704 - Stock purchases Alimentara S.A. Slatina Stock purchases - 6,030,604 Univers S.A. Râmnicu Vâlcea Stock purchases - 4,705,591 Flaros S.A. Bucharest Stock purchases 9,236,227 1,714,591 Voltalim S.A. Craiova Stock purchases - 581,683 Gravity Capital Investments S.A. 22,500,000 - Share capital increase The following intra-group transactions were recorded in 2023 and 2022, mainly represented by dividends and interest on bonds: In lei 31 December 31 December 2023 2022 Complex Hotelier Dâmbovița Dividend income Return of share capital, decrease of nominal value 1,590,885 1,403,377 - Purchases of various services - 240 Interest income - 2,060 Alimentara S.A. Slatina Dividend income - 6,798,422 Mercur S.A. Craiova Interest income on bonds 157,653 273,967 Provitas S.A. București Purchases of various services 50,238 38,144 Voltalim SA Craiova Purchases of various services 26,311 - Gemina Tour S.A. Purchases of various services - 210
Page 69 of 72 23. TRANSACTIONS AND BALANCES WITH RELATED PARTIES (continued) Key management personnel 31 December 2023 Members of the Board of Directors: Sorin - Iulian Cioacă - President, Mihai Trifu - Vice-President, Codrin Matei, Mihai Zoescu and Andreea Cosmănescu. Senior management: Sorin - Iulian Cioacă - General manager, Mihai Trifu - Deputy General manager. 31 December 2022 Members of the Board of Directors: Sorin - Iulian Cioacă - President, Mihai Trifu - Vice-President, Codrin Matei, Mihai Zoescu and Andreea Cosmănescu. Senior management: Sorin - Iulian Cioacă - General manager, Mihai Trifu - Deputy General manager. The Company has not granted loans or advances (except for advances for travel on official business, justified within the legal time limit) to members of the Board of Directors and management and has no commitments of this nature in its books. The Company has not received and has not granted guarantees in favour of any related party. The Company has not received and has not granted guarantees in favour of any related party. 24. COMMITMENTS AND CONTINGENT LIABILITIES Court actions At 31 December 2023, there are 22 cases pending before the courts: 11 cases as plaintiff and 11 cases as defendant. Of these, in 3 cases the company is in insolvency proceedings, in one case the company is an intervener and in one case it is called as a guarantor. According to their subject matter, the cases are structured as follows: - 1 case (annulment of BoD decisions - annulment of share transactions) in which the company is the plaintiff; - 1 case of establishment of right to withdraw from the company, in which the company is the plaintiff; - 3 cases - companies in insolvency proceedings, as follows: in one case the company is an unsecured creditor, in 2 cases it is a contributing creditor; - 1 case in which the company is an intervener, and in another case in which it is a civil party; - 3 cases in which the company is a defendant, being sued as the alleged successor of deregistered companies that were part of the portfolio. - 2 cases representing recovery of costs in which the company is a defendant; - 11 other cases. According to their subject matter, the following cases are presented as examples: Cases in which Infinity Capital Investments S.A. is the plaintiff, mainly concerning the annulment of BoD/OGMS resolutions or the establishment of rights, concerning transactions with shares, the right to withdraw from the Company, decisions adopted in violation of the jurisdiction limits, but also the annulment of contracts deemed to have been concluded to the detriment of shareholders, among the defendant companies being Sinterom S.A. and Altur S.A., as follows:
Page 70 of 72 24. COMMITMENTS AND CONTINGENT LIABILITIES (continued) Case no. 943/1285/2022, before the Commercial Court of Cluj, defendant Sinterom S.A., concerning an action for annulment of the Decision of the Board of Directors of Sinterom S.A. dated 29.08.2022. At the hearing of 12.12.2023, given the lack of interest and the capacity of Infinity Capital Investments S.A., following the sale of the share package, a settlement with Sinterom S.A. was concluded with a waiver of the case and of the costs of the proceedings. - Case no. 1738/104/2019, pending before the Craiova Court of Appeal, defendant Altur S.A., concerning an action for a establishment of the company's right to withdraw from the share capital of Altur S.A. The Olt District Court admitted the application and found that Infinity Capital Investments S.A. was entitled to withdraw from Altur S.A. and ordered the defendant to pay the value of the shares held at the value established in the valuation report on the establishment of the average price of a share at 0.0170 lei and to pay the costs. Infinity Capital Investments S.A. appealed against the share price established in the valuation. The case is due to be heard by the Craiova Court of Appeal on 13.03.2024. Under the heading 'other cases', in which the Company is the plaintiff, there are cases with a variety of subjects: enforcement, civil party, application to intervene, etc. b) Cases in which Infinity Capital Investments S.A. is a defendant, for example: - Case No 22773/215/2022, before the Dolj Tribunal, at the appeal stage, against Elba S.A., concerning an action for damages, for costs, consisting of the lawyer's fees for the substance and appeal in case No 2364/30/2021. The Craiova District Court reduced the costs from 41,650 lei to 15,000 lei, Elba S.A. appealed, with a trial date of 04.03.2024. - Case No 6682/215/2023, pending before the Craiova District Court, concerning an action for costs, consisting of the lawyer's fees and appeal in case No 3678/30/2021. At the hearing on 17.01.2024, the Craiova District Court partially admitted Elba S.A.'s claim and reduced the costs requested by the claimant to 23,800 lei from 47,600 lei. The decision is subject to appeal. - Case No 3371/207/2022, pending before the Caracal District Court, against Cenușe Aurel and Cenușe Maria, concerning an action for a declaration. The court dismissed the application. The applicants appealed, which was dismissed by the Court of Olt. The judgment is subject to appeal. - Cases No 1891/63/2023 and No 3567/63/2023, pending before the Dolj Tribunal, concerning actions for a declaration of ownership, brought by Voltalim S.A., in which Infinity Capital Investments S.A. was summoned to appear before the court for the purpose of formalising certain legal acts concerning the ownership of real estate belonging to Voltalim S.A., taken over through a merger with other companies in the group, actions which were admitted by the court. c) In the insolvency files, three cases in which Infinity Capital Investments S.A. is a creditor are left at the date of analysis: - Electrototal Botoșani - case no. 6146/40/2005, pending before the Botoșani Tribunal, with hearing on 11.04. 2024; - SCCF Bucharest - case no. 6131/3/2005, pending before the Bucharest Tribunal, with hearing on 19.06.2024; - Geochis S.A. Galați - case no. 1065/121/2019, pending before the Galati Tribunal, with hearing on 15.04.2024.
Page 71 of 72 24. COMMITMENTS AND CONTINGENT LIABILITIES (continued) Environment-related contingencies The Company has not recorded any provision for future costs relating to environmental items. The management does not consider the costs associated with these items to be significant. Transfer pricing The Romanian tax legislation has contained rules on transfer pricing between related persons since 2000. The current legislative framework defines the "market value" principle for transactions between related persons and the methods for establishing transfer prices. As a result, it is expected that tax authorities will initiate thorough checks on transfer pricing to ensure that the tax result is not distorted by the effect of prices charged in dealings with related persons. 25. SUBSEQUENT EVENTS Steps regarding the sale of the stake held in Complex Hotelier Dâmbovița S.A. Infinity Capital Investments S.A. organized three rounds of open competitive bidding on 31.01.2024, 07.02.2024 and 14.02.2024, for the sale of the 99.9998% stake in the share capital, owned by Infinity Capital Investments S.A. to Complex Hotelier Dâmbovița S.A., respectively 1,754,221 shares, at the minimum starting price of 20,000,000 lei. For the three bidding rounds, no bids were submitted. Infinity Capital Investments S.A. reduced the selling price of the share package to the value of 18,000,000 lei and organized an open competitive auction on 29.02.2024, 06.03.2024 and 13.03.2024, at which no bids were submitted. As a result of the lack of interest from some potential investors, Infinity Capital Investments S.A. continued the steps by reducing the sale value of the package to the minimum price of 16,000,000 lei and organizing new auction rounds on 20.03.2024 and 27.03.2024. Steps regarding the sale of the stake in Biroul de Investiții Regional Oltenia IFN S.A. Through current report no. 433/17.01.2024, Infinity Capital Investments S.A. informed investors and shareholders that, for the auction round dated 17.01.2024 related to the sale of 272,411 shares of the issuer Biroul de Investiții Regional Oltenia IFN S.A., no bids were submitted. As a result of the lack of interest from some potential investors, Infinity Capital Investments S.A. reduced the sale price of the stake and established three new rounds of open competitive bidding with outcry on 29.02.2024, 07.03.2024 and 14.03.2024 (for which no tenders have been submitted). Proceedings regarding the sale of the stake in Univers S.A. Rm. Vâlcea Through the current report no. 2077/05.03.2024 Infinity Capital Investments S.A. informed investors and shareholders of the sale of the 73.7494% stake held in the share capital of Univers S.A. Rm. Vâlcea (UNVR), through the "special order sale" method on the special offers and operations market administered by the Bucharest Stock Exchange, on 03.04.2024. The value of the transaction was 50.8 million lei. Publication of preliminary financial statements on 31.12.2023 Through the current report no. 1899/28.02.2024, according to the financial communication calendar for the year 2024, Infinity Capital Investments S.A. presented the preliminary individual financial results for the financial year 2023, not audited by the external financial auditor.
Page 72 of 72 25. SUBSEQUENT EVENTS (continued) Information regarding the offering of shares to administrators, directors and employees of the company and the implementation of the buyback program In the meeting of the Board of Directors of the company on 13.03.2024, it was approved to offer free of charge a number of 1,937,888 shares to administrators, directors and employees of the company, as part of a "Stock Option Plan", according to decisions no. 7 and 8 approved by the Extraordinary General Meeting of the Company's Shareholders, dated April 27, 2023. The separate financial statements were approved by the Board of Directors at the meeting on 20 March 2024 and signed on its behalf by: Sorin - Iulian Cioacă Mihai Trifu Valentina Vlăduțoaia President - General Manager Vice-President - Deputy General Manager Economic Manager
Page 1 of 81 REPORT OF THE BOARD OF DIRECTORS ON THE SEPARATE FINANCIAL STATEMENTS AT 31.12.2023
Page 2 of 81 Table of contents GENERAL INFORMATION ................................................................................................................................... 4 1. ANALYSIS OF THE COMPANY'S ACTIVITY .............................................................................................. 5 1.1. PORTFOLIO MANAGEMENT ........................................................................................................................................................................... 6 1.2. INVESTMENTS AND TRANSACTIONS ......................................................................................................................................................... 15 1.3. ADMINISTRATION OF MONETARY INSTRUMENTS ................................................................................................................................. 16 1.4. STRUCTURE OF MANAGED ASSETS .......................................................................................................................................................... 16 1.5. EVOLUTION OF NET ASSETS .......................................................................................................................................................................18 1.6. EVOLUTION OF INFINITY CAPITAL INVESTMENTS S.A. SHARES ON THE BUCHAREST STOCK EXCHANGE..................... 19 1.7. EVALUATION OF THE INFINITY CAPITAL INVESTMENTS S.A. ACTIVITY........................................................................................ 19 1.7.1. General evaluation elements ............................................................................................................................................. 19 1.7.2. Evaluation of the technical level of the company, description of the main products and/or services provided............................................................................................................................................................................ 20 1.7.3. Evaluation of the technical-material supply activity (indigenous sources, import sources) ...... 21 1.7.4. Evaluation of sales activity................................................................................................................................................... 21 1.7.5. Evaluation of employee/staff issues ............................................................................................................................. 21 1.7.6. Evaluation of the issuer's core business impact on the environment ................................................. 21 1.7.7. Evaluation of research and development activity ............................................................................................ 22 1.7.8. Evaluation of the company's risk management activity .............................................................................. 22 1.7.9. Perspectives on the company's activity ............................................................................................. 35 2. TANGIBLE ASSETS OF THE COMPANY ...................................................................................................... 37 3. THE MARKET FOR SECURITIES ISSUED BY THE COMPANY .................................................................. 37 3.1. SPECIFICATION OF THE MARKETS IN ROMANIA AND OTHER COUNTRIES ON WHICH THE SECURITIES ISSUED BY THE COMPANY ARE TRADED ................................................................................................................................................................................................. 37 3.2. DESCRIPTION OF THE COMPANY'S DIVIDEND POLICY ................................................................................................................................ 37 3.3. DESCRIPTION OF ANY COMPANY ACTIVITIES TO ACQUIRE ITS OWN SHARES .................................................................................. 38 3.4. REGISTERED SUBSIDIARIES OF INFINITY CAPITAL INVESTMENTS S.A. ............................................................................................... 38 3.5. BONDS AND/OR OTHER DEBT SECURITIES ISSUED BY INFINITY CAPITAL INVESTMENTS S.A. .................................................... 38 4. COMPANY MANAGEMENT........................................................................................................................... 38 5. LITIGATION SITUATION ................................................................................................................................ 43 6. COMPLIANCE WITH THE COMMUNICATION OBLIGATIONS LAID DOWN BY THE LEGISLATION 44 7. OTHER IMPORTANT EVENTS................................................................................................................... 48 8. ECONOMIC AND FINANCIAL RESULTS AND SITUATION OF ASSETS .............................................................. 60 9. CORPORATE GOVERNANCE .................................................................................................................................................................................. 66 10. CORPORATE SOCIAL RESPONSIBILITY (CSR) ........................................................................................ 79 11. Annexes……………………………………………………………………………………………………………………………………………………………………………… 81
Page 3 of 81 The annual report for 2023 has been prepared in accordance with Law no. 24/2017 on issuers of financial instruments and market operations, FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, FSA Regulation no. 7/2020 on the authorisation and operation of alternative investment funds and Rule no. 39/2015 for the approval of Accounting Regulations in compliance with International Financial Reporting Standards, applicable to entities authorised, regulated and supervised by the FSA in the financial instruments and investments sector, as well as the Investor Compensation Fund. Report date: 31.12.2023 Company name: INFINITY CAPITAL INVESTMENTS S.A. Registered office: Craiova, str. Tufănele no. 1, Dolj county, postal code 200767 Telephone/fax number: 0251-419.343; 0251-419.340 Fiscal Registration Code: RO 4175676 Trade Register number: J16/1210/30.04.1993 FSA Register Number: PJR07.1AFIAA/160004/15.02.2018 FSA RIAIF Register Number: PJR09FIAIR/160001/08.06.2021 ISIN: ROSIFEACNOR4 LEI Code: 254900VTOOM8GL8TVH59 Regulated market on which the securities issued are traded: Bucharest Stock Exchange - Premium category (INFINITY market symbol) Subscribed and paid-up share capital: 50,000,000 lei Number of shares issued: 500,000,000 Nominal value: 0.10 lei/share Main features of the securities issued by the issuer: the shares of Infinity Capital Investments S.A. are ordinary, nominative of equal value, issued in dematerialized form and, paid in full at the time of subscription, marked by registration in the account, granting equal rights to their holders, except for the limitations provided by regulations and legal provisions. The company's shares are listed in the Premium category of the Bucharest Stock Exchange, being negotiable and freely transferable, in compliance with the legal provisions.
Page 4 of 81 General Information Infinity Capital Investments S.A. is established as a Romanian private law legal person, organized as a joint-stock company. According to the applicable legal provisions, the company is classified as a closed-ended Alternative Investment Fund (A.I.F.) for retail investors, in the category of diversified and self-managed funds. The company is authorized by the Financial Supervisory Authority as an Alternative Investment Fund Manager (A.I.F.M.) under License No. 45/15.02.2018 and as a Retail Investor Alternative Investment Fund (R.I.A.I.F.) from 08.06.2021, according to License no. 94/08.06.2021. Legal framework During the reporting period, Infinity Capital Investments S.A. conducted its business in compliance with the legal provisions contained in: Company Law no. 31/1990 - republished, as subsequently amended and supplemented; Law no. 74/2015 on alternative investment fund managers, as subsequently amended and supplemented; Law no. 24/2017 on issuers of financial instruments and market operations, republished; Law no. 243/2019 on the regulation of alternative investment funds and on the amendment and completion of certain legislative acts; FSA 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, as subsequently amended and supplemented; FSA Regulation no. 10/2015 on the management of alternative investment funds, as subsequently amended and supplemented; FSA Regulation no. 1/2019 on the assessment and approval of members of the management structure and persons holding key positions in entities regulated by the Financial Supervisory Authority, as subsequently amended and supplemented; FSA Regulation no. 2/2016 on the application of corporate governance principles by entities authorised, regulated and supervised by the Financial Supervisory Authority, as subsequently amended and supplemented; Regulation no. 5/2018 on issuers of financial instruments and market operations, as subsequently amended and supplemented; FSA Regulation no. 7/2020 on the authorisation and operation of alternative investment funds, as subsequently amended and supplemented; Bucharest Stock Exchange Code; Corporate Governance Code of the Bucharest Stock Exchange; Rule no. 39/2015 on the approval of accounting regulations in accordance with International Financial Reporting Standards, applicable to entities authorised, regulated and supervised by the Financial Supervision Authority in the financial instruments and investments sector, as well as to the Investor Compensation Fund, as subsequently amended and supplemented, and Articles of Association.
Page 5 of 81 Infinity Capital Investments S.A., as an issuer listed in the Premium category of the Bucharest Stock Exchange, is constantly seeking to comply with the corporate governance principles. 1. Analysis of the company's activity Infinity Capital Investments S.A., a Romanian legal entity, was established as a joint-stock company on 01.11.1996, based on Law no. 133/1996 on the transformation of Private Property Funds into Financial Investment Companies. Infinity Capital Investments S.A. has been listed on the Bucharest Stock Exchange since 01.11.1999, with a 100% free-float. Main field of activity The company's main field of activity is NACE code 649 - other financial intermediation, except insurance and pension funding activities, and its main activity is NACE code 6499 - other financial intermediation n.e.c. Scope of activity The main activities that Infinity Capital Investments S.A. can carry out are the following: a) portfolio management; b) risk management. The company, as an AIFM, may also carry out other activities such as: - entity administration: a) legal and fund accounting services; b) requests for information from customers; c) verification of compliance with applicable legislation; d) income distribution; (e) issues and buy-backs of equity securities; f) record keeping. - activities related to AIF assets, namely: services necessary for the performance of AIF management tasks, infrastructure management, real estate management, advice to entities on capital structure, industrial strategy and related matters, advice and services relating to mergers and acquisitions of entities, and other services related to the management of AIF and the companies and other assets in which it has invested. In 2023, the performance of the depositary activities provided for by the FSA legislation and regulations was ensured by Raiffeisen Bank S.A. The records of Infinity Capital Investments S.A. shareholders are kept by Depozitarul Central S.A. Bucharest. No significant merger or reorganization of Infinity Capital Investments S.A. or its controlled companies took place during FY2023.
Page 6 of 81 1.1. Portfolio management Infinity Capital Investments S.A.'s main business objective is to manage a diversified portfolio of assets to ensure the resources necessary for achieving the investment program, preservation and long-term capital growth in order to satisfy the interests of its shareholders. The asset allocation strategy aims to maximise the performance of the managed portfolio, within the prudential conditions established by the regulations governing the operation of the company. Investments are made in accordance with the legal regulations applicable to the company, taking into account the monitoring and control of the risks likely to arise from the company's activities. At 31.12.2023, the company's share portfolio included 34 issuers, down from the number of issuers in the portfolio as at 31.12.2022 (40 issuers). Infinity carried out transactions during 2023 that led to a rebalancing of the portfolio by: - the partial/full sale of the participation held in the issuers such as: Transelectrica S.A. (partial sale), Turism Felix S.A., Iamu S.A., Sinterom S.A., Turism Lotus Felix S.A., Tușnad S.A., Relee S.A., Șantierul Naval Orșova S.A. and Corealis S.A (full sale); - making new investments: by participating in the share capital increase of the issuer CCP.RO Bucharest S.A., through the acquisition of Hidroelectrica S.A. shares; - consolidating stakes in issuers S.I.F. Muntenia S.A., Lion Capital S.A., Antibiotice S.A., Argus S.A., Flaros S.A. and Electromagnetica S.A; - participation in the share capital increase of issuer Gravity Capital Investments S.A.. The assessment of Infinity Capital Investments S.A. assets is carried out in accordance with FSA Regulation no. 7/2020. The market value of the managed share portfolio as at 31.12.2023, in amount of 2,910,615,793 lei, increased by 32.68% compared to 31.12.2022 when the market value of the portfolio was 2,193,709,763 lei. The structure of the equity portfolio at 31.12.2023, according to the market on which it is traded and how it is included in the calculation of net assets, is as follows: No. Portfolio structure Issuers Market value of the share packages Number % lei % 1 Bucharest Stock Exchange (BVB) listed companies 13 38.24 2,481,484,285 85.26 2 Listed companies - AeRO (Bucharest Stock 7 20.59 303,395,080 10.42
Page 7 of 81 Exchange) 3 Listed and non-listed companies 0 0.00 0.00 0.00 4 Closed-end companies 11 32.35 125,736,428 4.32 5 Companies under reorganisation, judicial liquidation 3 8.82 0.00 0.00 TOTAL 34 100.00 2,910,615,793 100.00 An analysis of the share portfolio structure at 31.12.2023 shows that 95.68% of the market value is given by the value of the listed share packages, compared to 95.89% at the end of 2022. The graphical representation of the portfolio structure according to value and the market in which it operates is as follows: The market value of the listed and traded shares is calculated in accordance with the provisions of Law no. 243/2019 and FSA Regulation no. 7/2020 regarding AFIA corroborated with those of FSA Regulation no. 9/2014, as subsequently amended and supplemented. Financial instruments from the portfolio of Infinity Capital Investments S.A., admitted to trading and traded in the last 30 trading days (working days) on a regulated market or within trading systems other than regulated markets, from a member state, including within a alternative trading system from Romania, as well as those admitted to the official share of a stock exchange or an alternative trading system from a third country are evaluated as follows: - the closing price of the market section considered to be the main market for the day for which the calculation is made, in the case of shares admitted to trading on that regulated market; or
Page 8 of 81 - the reference price for the day for which the calculation is made, in the case of shares traded on trading systems other than regulated markets, including other alternative trading systems, provided by the operator of that trading system for each of the segments of that system. The price used as a reference price shall be calculated on the basis of the trading activity on the day for which the calculation of the asset is made, used as a benchmark at the opening of the day-ahead trading session. Joint stock companies not admitted to trading on a regulated market or other trading systems, including alternative trading systems in Romania, in which Infinity Capital Investments S.A. holds more than 33% of the share capital, are valued exclusively in accordance with International Valuation Standards based on a valuation report, updated at least annually. This is the case of Complex Hotelier Dâmbovița S.A. Târgoviște, Provitas S.A. Bucharest, Turism S.A. Pucioasa, Gemina Tour S.A. Râmnicu Vâlcea and Voltalim S.A. Craiova, which were valued on the basis of their financial statements at 30.09.2023 using the "income approach" valuation method and Gravity Capital Investments S.A. which was valued on the basis of the financial statements as at 31.10.2023 using the "adjusted net asset approach" valuation method. Shares not admitted to trading on a regulated market or other trading systems, including alternative trading systems in Romania, issued by companies in which Infinity Capital Investments S.A. holds less than 33% of the share capital, are valued: (i) at carrying amount per share, as resulting from the entity’s last approved annual financial statement or (ii) the amount determined by applying valuation methods in accordance with international valuation standards (in which the fair value principle is used), approved by the Board of Directors of Infinity Capital Investments S.A. Thus, issuer Elba S.A. Timișoara was valued in accordance with international standards, based on the financial statements at 30.09.2022, using the "income approach" evaluation method. The other closed-end companies, where Infinity Capital Investments S.A. owns less than 33% of the share capital, were valued at the book value per share. In the case of issuers listed on a stock market but with very low liquidity and high volatility, the fair value has been determined in accordance with International Valuation Standards on the basis of a valuation report carried out by an independent ANEVAR authorised valuer, updated at least annually. This is the case of Mercur S.A. Craiova, Univers S.A. Râmnicu Vâlcea and Alimentara S.A. Slatina, which were valued on the basis of the financial statements as at 30.09.2023 using the "income approach" valuation method, Flaros S.A. Bucharest which was valued on the basis of the financial statements at 31.12.2023 using the "adjusted net asset approach" valuation method, Lactate Natura S.A. Târgoviște (valued on the basis of the financial statements as at 31.05.2023 using the "cost approach" valuation method and Construcții Feroviare S.A. Craiova (company valued on the basis of the financial statements at 31.08.2023 using the "adjusted net asset approach" valuation method). The equity securities issued by the O.P.C. are valued taking into account the last calculated and published unit value of net assets.
Page 9 of 81 The valuation methods used to evaluate the financial assets in the Portfolio are available on the company's website https://infinitycapital.ro/ Corporate Governance - Company Policies section. Changes in valuation policies and methods are communicated to investors and the Financial Supervisory Authority in accordance with the legislative provisions in force. Liquidity analysis of issuers listed on a stock market, but with low liquidity In accordance with the valuation policies and methods, following the authorisation as an Alternative Investment Fund for Retail Investors (AIFRI), by FSA Regulation no. 20/2020 amending and supplementing FSA. Regulation no. 9/2014 on the authorisation and operation of investment management companies, undertakings for collective investment in transferable securities and depositories of undertakings for collective investment in transferable securities, it is provided that, for the calculation of the net asset value in the case of share companies admitted to trading on a regulated market or a multilateral trading facility with a liquidity deemed by Infinity Capital Investments S.A. as irrelevant for the application of the mark-to-market valuation method, the shares of such companies could be valued in the assets of Infinity Capital Investments S.A. in accordance with the valuation standards in force, according to the law, on the basis of a valuation report. Thus, during 2023, internal analyses were carried out on the liquidity of issuers in the Infinity Capital Investments S.A. portfolio listed on the regulated market or on the AeRO market in order to identify situations where the mark-to-market principle is not relevant, following the provisions of IFRS 13 "Fair Value Measurement" with regard to the definition of "active market" and the main aspects to be considered when measuring fair value. In summary, we present the internal analyses, which formed the basis for discounting the market value of equity for listed issuers (no active market) to Infinity Capital Investments' total assets: Issuer Lactate Natura S.A. is listed on the Bucharest Stock Exchange on the AeRO market under the symbol "INBO". As of December 2022, Lactate Natura S.A. was valued at 1.2294 lei/share, based on a valuation report prepared by an independent appraiser, due to the lack of issuer liquidity on the Bucharest Stock Exchange (in the period July- December 2022, only 12 transactions with 394,642 INBO shares were carried out, of which a number of 394,000 INBO shares were acquired in a deal transaction by Infinity Capital Investments S.A.). In May 2023, Lactate Natura S.A. reduced its share capital by 6,480,000 shares in order to cover the partial amount of losses, from 14,096,751.25 lei to 5,996,751.25 lei, by reducing the number of shares from 11,277,401 shares to 4,797,401 shares. As a result of this event, Infinity Capital Investments S.A. requested the valuation of the equity for Lactate Natura S.A. as of 31.05.2023, with the purpose of using it for determining the Net Asset Value as of May 2023; In the 252 trading days of 2023, there were only 35 transactions of 6,458 INBO shares,
Page 10 of 81 representing 0.1346% of the issuer's share capital while INBO share price volatility was very high. Issuer Construcții Feroviare Craiova S.A. is listed on the Bucharest Stock Exchange on the AeRO market, under the symbol "CFED". As of October 2022, Construcții Feroviare Craiova S.A. was valued at 0.3180 lei/share, based on a valuation report prepared by an independent appraiser, due to the lack of liquidity of the issuer on the Bucharest Stock Exchange (only 4,307 shares were traded between September - November 2022). On 19.04.2023 the Extraordinary General Shareholders Meeting took place, whereby it was decided to decrease the share capital of the company by 1,992,709.40 lei, from 2,989,064.10 lei to 996,354.70 lei, by reducing the number of shares from 3,516,546 to 1,172,182. This decrease in share capital was registered with Depozitarul Central on 11.08.2023. Following this event, Infinity Capital Investments S.A. requested the valuation of the equity for Construcții Feroviare S.A. as of 31.08.2023, with the purpose of using it to determine the Net Asset Value as at August 2023. In the 252 trading days of 2023, there were only 170 trades of 93,171 CFED shares, representing 7.9485% of the issuer's share capital, and share price volatility was very high. Issuer Alimentara S.A. is listed on the Bucharest Stock Exchange on the AeRO market, under the symbol "ALRV". During January-October 2023, Alimentara S.A. was registered in the portfolio of Infinity Capital Investments S.A. at the value of 39.1626 lei/share based on the Valuation Report no. 13157/16.12.2022. As at November 2023, the issuer Alimentara S.A. is valued at 44.6439 lei/share based on the valuation report no. 12271/08.12.2023. In the 252 trading days of 2023, there were only 6 transactions of 32 ALRV shares, representing 0.0078% of the issuer's share capital, while the volatility of ALRV's share price was very high. Issuer Flaros S.A. is listed on the Bucharest Stock Exchange on the AeRO market under the symbol "FLAO". During January-November 2023, Flaros S.A. was registered in the portfolio of Infinity Capital Investments S.A. at the value of 71.7408 lei/share based on the Valuation Report no. 249/04.01.2023. As of December 2023, the issuer Flaros S.A. is valued at 78.0480 lei/share based on the valuation report no. 1489/16.02.2024. In the 252 trading days of 2023, there were only 32 transactions of 148,005 FLAO shares, representing 10.0433% of the issuer's share capital (of which 147,637 shares were bought by Infinity Capital Investments S.A. through a deal transaction), while the volatility of the FLAO share price was very high. Issuer Mercur S.A. is listed on the Bucharest Stock Exchange on the AeRO market under the symbol "MRDO". During January-November 2023, Mercur S.A. was registered in the portfolio of Infinity Capital Investments S.A. at the value of 7.6354 lei/share
Page 11 of 81 based on the Valuation Report no. 2719/24.02.2023. As of December 2023, the issuer Mercur S.A. is valued at 9.1212 lei/share based on Valuation Report no. 12839/28.12.2023. In the 252 trading days of 2023, there were only 4 transactions of 295 MRDO shares, representing 0.0041% of the issuer's share capital, while the volatility of the MRDO share price was very high. Issuer Univers S.A. is listed on the Bucharest Stock Exchange on the AeRO market, under the symbol "UNVR". During January-November 2023, Univers S.A. was registered in the portfolio of Infinity Capital Investments S.A. at the value of 48.0755 lei/share based on the Valuation Report no. 1864/03.02.2023. As of December 2023, the issuer Univers S.A. is valued at 56.9365 lei/share based on the valuation report no. 12840/28.12.2023. In the 252 trading days of 2023, there were only 4 transactions of 98 UNVR shares, representing 0.0123% of the issuer's share capital. This approach ensures both increased convergence between monthly net asset reporting and the financial statement and a reduction in the monthly volatility of the value included in the Net Asset Value calculation. The structure of the equity portfolio by category of holding is as follows: Percentage held of the issuer's total share capital 31.12.2023 31.12.2022 No. Market value of packages - lei - Weight in the total portfolio market value (%) No. Market value of packages - lei - Weight in the total portfolio market value % 0,01% - 5% 12 1,758,448.998 60.42 10 1,295,631.051 59.06 5,01% - 33% 8 638,271,028 21.93 17 523,815,936 23.88 33,01% - 50% 0 0 0.00 0 0 0 50,01% - 100% 14 513,895,767 17.66 13 374,262,776 17.06 TOTAL 34 2,910,615,793 100 40 2,193,709,763 100 The graphical representation of the portfolio market value by category of holdings as at 31.12.2023 compared to the same period of the previous year is as follows:
Page 12 of 81 The main business sectors in which the existing issuers in the share portfolio as at 31.12.2023 are active are: Economic sectors Market value Weight in total market value of the share portfolio % finance, banks 1,167,345,371 40.11 oil and gas resources and related services 431,350,651 14.82 financial intermediation 385,663,312 13.25 rental and subrental of real estate 298,416,548 10.25 pharmaceutical industry 275,478,777 9.46 energy and gas transport 146,493,822 5.03 electronics, electrical industry 97,949,116 3.37 food industry 80,647,221 2.77 tourism, catering, leisure 19,247,951 0.66 distribution, supply of electricity and energy services 5,760,000 0.20 machine building and processing industry 1,176,974 0.04 Other 1,086,051 0.04 Metal industry* 0 0 Total equity securities 2,910,615,793 100.00 *This sector includes the issuer Cos Târgoviște S.A., which is recorded at "nil" value in the Infinity portfolio due to the issuer's bankruptcy filing.
Page 13 of 81 As at 31.12.2023, the graphical representation of the main sectors of activity in which the issuers in the Infinity Capital Investments S.A. portfolio are active is as follows: The finance-banking sector, which is the best represented sector in the portfolio, had a market value of 40.11% of total equity securities at 31.12.2023, up 3.72% compared to the same period of the previous year (38.67%). During 2023, Infinity Capital Investments S.A. implemented the investment strategy approved by the General Meeting of Shareholders, which aimed at rebalancing the portfolio in order to reduce concentration risk. In terms of geographical exposure, all issuers in the Infinity Capital Investments S.A. portfolio are headquartered in Romania. The activity of the portfolio companies - especially those in which Infinity Capital Investments S.A. holds controlling or majority shares - was constantly monitored, the main objectives being to: - assess the real potential of companies; - estimate the investment needs for the development of the activity; - improve the economic and financial results of the companies in which Infinity Capital Investments S.A. is a majority shareholder; - promote a high-performance management in Infinity Capital Investments S.A. portfolio companies; - analyse the investment processes adopted by Infinity Capital Investments S.A. portfolio companies; - establish the modalities for a possible sale of ownership; - ensure the financial resources necessary to carry out the activity.
Page 14 of 81 Infinity Capital Investments S.A.'s involvement in companies where it holds a majority interest resulted in: - providing consultancy on the preparation and optimisation of budgets; - negotiating competitive performance criteria with management teams; - introducing best corporate governance practices; - analysis, together with management teams, of results, prospects, opportunities and potential risks; - looking for solutions to reduce expenditure and increase income, while improving performance; - identifying new markets; - securing financial resources. Through its representatives in the Boards of Directors, Infinity Capital Investments S.A. has undertaken analysis, monitoring and management activities for the portfolio companies in which it holds a majority share, meetings have been held with representatives of these companies in order to discuss problems in their activity and to initiate actions to improve the economic activity indicators and to overcome the economic difficulties existing at national/international level. The exercise of the shareholder powers, in accordance with Law no. 31/1990 (R), as subsequently amended and supplemented, was carried out through the representatives in the General Meetings of Shareholders. At 31.12.2023, Infinity Capital Investments S.A. held majority stakes in 14 companies in its portfolio: No. Company name Percentage of ownership by Infinity Capital Investments S.A. - % - Weight in total assets of Infinity Capital Investments S.A. - % - 1. Complex Hotelier S.A. Dâmbovița 99.99 0.32 2. Gravity Capital Investments S.A. Bucharest 99.99 0.69 3. Voltalim S.A. Craiova 99.55 2.34 4. Mercur S.A. Craiova 97.86 2.16 5. Lactate Natura S.A. Targoviste 93.70 0.42 6. Flaros S.A. Bucuresti 93.70 3.59 7. Argus S.A. Constanta 92.42 2,27 8. Gemina Tour S.A. Râmnicu Vâlcea 88.29 0.13 9. Alimentara S.A. Slatina 85.23 0.52 10. Construcții Feroviare S.A. Craiova 77.50 0.04 11. Univers S.A. Râmnicu Vâlcea 73.75 1.11 12. Provitas S.A. Bucuresti 71.30 0.21 13. Turism S.A. Pucioasa 69.22 0.19 14. Electromagnetica S.A. Bucharest 65.45 3.13 Total 17.12
Page 15 of 81 The comparative evolution of Infinity Capital Investments S.A. portfolio and NAV in 2023 compared to 2022 is as follows: 31.12.2023 31.12.2022 Number of companies in portfolio 34 40 Portfolio shares market value (lei) 2,910,615,793 2,193,709,763 Total Asset Value (lei) 3,000,661,604 2,230,367,907 Net Asset Value (lei) 2,797,169,778 2,105,595,927 Net Unit Asset Value (lei) 5.89 4.43 During 2023, the stock portfolio has registered, in synthesis, the following evolution: - the number of companies decreased from 40 to 34; - the market value of the equity portfolio increased by 32.68%; - the total asset value increased by 34.54% and the net asset value by 32.84%; - the net asset value registered an increase of 32.96%, from 4.43 lei/share to 5.89 lei/share. 1.2. Investments and Transactions The sale value of shares in 2023 is in amount of 103.93 million lei. Among the packages of shares that were the subject of sale transactions, we mention: Turism Felix S.A. 44.56 million lei Iamu S.A. 18.84 million lei Șantierul Naval Orșova S.A. 16.29 million lei Turism Lotus Felix S.A. 9.05 million lei Sinterom S.A. 7.37 million lei C.N.T.E.E. Transelectrica S.A. 4.25 million lei Corealis S.A. 1.6 million lei Tușnad Băile Tușnad S.A. 1.29 million lei Relee S.A. 0.49 million lei The share acquisitions in 2023 amounted to 117.1 million lei. The most important capital market investments were in securities issued by: Electromagnetica S.A. 46.36 million lei Gravity Capital Investments S.A. 22.50 million lei Lion Capital S.A. 18.35 million lei Antibiotice S.A. 9.28 million lei Flaros S.A. 9.24 million lei Hidroelectrica S.A. 4.68 million lei Argus S.A. 4.45 million lei S.I.F. Muntenia S.A. 1.20 million lei CCP.RO Bucharest S.A. 1 million lei
Page 16 of 81 Also, in 2023, Infinity Capital Investments S.A. acquired 80 fund units issued by the AIF Agricultural Fund at a value of 986,100 lei. The transactions carried out during 2023 were based on the investment strategy approved by the Ordinary General Meeting of Shareholders on 28 April 2023. 1.3. Administration of monetary instruments The cash placement policy was prudent and aimed at risk diversification. During 2023, available cash was placed in deposits in lei. As at 31.12.2023, monetary instruments (current accounts and deposits) in the amount of 69,096,362 lei have a share of 2.30% in total assets under management. Deposits in lei account for 98.25% of total monetary instruments, with amounts placed in current accounts (lei or foreign currency) accounting for 1.75%. The graphical representation of investments in monetary instruments as at 31.12.2023 is as follows: Placements were generally made on a short-term basis, at different maturity dates, in order to ensure the liquidity needed to pay maturing debts and to mitigate investment risk. 1.4. Structure of managed assets At 31.12.2023, the value of managed assets - calculated in accordance with FSA Regulation no. 9/2014 - is 3,000,661,604 lei, representing an increase of 34.54% compared to the value recorded at 31.12.2022 (2,230,367,907 lei). The following table shows the assets managed by Infinity Capital Investments S.A. at 31.12.2023:
Page 17 of 81 Asset type Market value -law- Share in total assets -%- Financial assets, of which: 2,918,359,889 97.26 Financial assets measured at amortised cost 1,122,927 0.04 Corporate bonds 1,122,927 0.04 Unlisted corporate bonds 1,122,927 0.04 Financial assets at fair value through profit or loss 6,621,169 0.22 Securities in unlisted AIF/UCITS 6,621,169 0.22 Financial assets at fair value through other comprehensive income, of which: 2,910,615,793 97.00 Listed shares 2,784,879,365 92.81 Unlisted shares 125,736,428 4.19 Liquidities (cash and cash equivalents) 1,210,866 0.04 Deposits 67,885,496 2.26 Other assets 13,205,353 0.44 TOTAL ASSETS 3,000,661,604 100.00 Listed shares represent 92.81% of assets under management. Financial assets such as shares have a market value of 2,910,615,793 lei, i.e. 97.00% of total assets, recording an increase of 32,68% compared to the value recorded at 31.12.2022 (2,193,709,763 lei). Bank deposits and cash in current accounts (lei and foreign currency), have a share of 2.30% of total assets at 31.12.2023. Top 10 ownerships in the portfolio at 31.12.2023 compared to 31.12.2022: No. Issuer Share symbol Total value Weight in total RIAIF assets Total value Weight in total RIAIF. assets 31.12.2023 31.12.2022 1 BANCA TRANSILVANIA S.A. TLV 673,952,650 22.46 490,332,314 21.98 2 B.R.D.-GROUPE SOCIETE GENERALE S.A. BRD 493,392,722 16.44 357,929,988 16.05 3 OMV PETROM S.A. SNP 338,751,522 11.29 247,651,243 11.10 4 ANTIBIOTICE S.A. ATB 275,478,777 9.18 102,737,926 4.61 5 LION CAPITAL S.A. LION 196,578,783 6.55 166,666,349 7.47 6 S.I.F. MUNTENIA S.A. SIF4 118,108,653 3.94 92,351,408 4.14 7 FLAROS S.A. FLAO 107,765,271 3.59 88,484,374 3.97 8 ELECTROMAGNETICA S.A.* ELMA 93,802,679 3.13 27,795,724 1.25 9 S.N.G.N. ROMGAZ S.A. SNG 92,599,129 3.09 69,772,797 3.13 10 S.N.T.G.N. TRANSGAZ S.A. TGN 73,421,527 2.45 67,032,181 3.01 ARGUS S.A.** UARG 68,037,815 2.27 108,220,196 4.85 Total top 10 ownerships 2,463,851,713 82.12 1,791,178,776 80.31
Page 18 of 81 Note: * - At 31.12.2022, Electromagnetica S.A. was not one of the top 10 companies in terms of weight in total RIAIF assets. The figures mentioned have not been included in the totals at 31.12.2022. ** - At 31.12.2023, Argus S.A. Constanta was not one of the top 10 companies in terms of weight in total RIAIF assets (The figures mentioned have not been included in the total at 31.12.2023). The market value at 31.12.2023 for the top 10 issuers in the portfolio represents 82.12% of the total asset value of Infinity Capital Investments S.A., and the banking sector represents 38.90% of the total asset value. 1.5. Evolution of Net Assets With a value of 5.89 lei/share at 31.12.2023, the unit net assets increased by 32.96% compared to the value recorded at 31.12.2022 (4.43 lei/share). The unit value of the net asset at 31.12.2023, the highest value registered by Infinity Capital Investments S.A. in the last 10 years. The following table shows the evolution of NAV during 2023: Jan. 2023 Feb. 2023 Mar. 2023 Apr. 2023 May 2023 June 2023 July 2023 Aug. 2023 Sept. 2023 Oct. 2023 Nov. 2023 Dec. 2023 NAV - LEI 4.55 4.60 4.42 4.46 4.46 4.67 4.94 4.93 5.42 5.45 5.57 5.89 The graphical representation of the evolution of NAV vs. INFINITY share price during 2023 is as follows:
Page 19 of 81 1.6. Evolution of Infinity Capital Investments S.A. shares on the Bucharest Stock Exchange The closing price on 29.12.2023, the last trading day of 2023, for one INFINITY share was 1.90 lei/share, which represents an increase of 10.47% from the 2022 closing price of 1.72 lei/share. The evolution of INFINITY shares during 2023 compared to the BET index and to the BET-FI index is as follows: The highest closing price on the main market reached in 2023 for INFINITY shares was 1.92 lei and the lowest price was 1.67 lei. The number of transactions in INFINITY shares was 7,647 of which 5 deals. A total of 24,898,321 INFINITY shares (representing 4.98% of the share capital) were traded in 2023, of which 20,348,321 shares on the main market and 4,550,000 shares on the Deals market. The correlation coefficient between the INFINITY share price and the BET index in 2023 is 0.0950, which means that there is a very weak positive correlation between the two variables. Total number of Infinity Capital Investments S.A. shares traded: 24,898,321 shares; Value of transactions: 43,374,925 lei; Average trading price: 1.74 lei/share; The market capitalization of Infinity Capital Investments S.A. at 31.12.2023 was 950,000,000 lei (190.97 million EURO, rate 1 EURO = 4.9746 lei at 29.12.2023). 1.7. Evaluation of the Infinity Capital Investments S.A. activity 1.7.1. General evaluation a) Profit The gross profit recorded at 31.12.2023, including the provision for the profit-sharing fund for staff, senior management and administrative staff of the company, is 75,285,499 lei. The recording of a profit tax of 7,618,205 lei resulted in a net profit of 67,667,294 lei, which
Page 20 of 81 represents 328% of the net profit provided for in the Revenue and Expenditure Budget for 2023 (20,597,258 lei). b) Turnover According to the specific activity, for 2023, Infinity Capital Investments S.A. records total revenues of 100,651,845 lei, which represents 190% of the budgeted amount for 2023 (52,994,117 lei). c) Export Not applicable. d) Costs The total expenditure for 2023 was 25,372,273 lei and represents 91% of the budgeted amount for 2023. e) Percentage of the market held Not applicable. f) Liquidity At 31.12.2023, the cash and cash equivalents of Infinity Capital Investments S.A. amounted to 69,096,362 lei, of which 67,885,496 lei placed in bank deposits. 1.7.2. Evaluation of the technical level of the company, description of the main products and/or services provided a) Main sales markets - not applicable b) Weight of each product or service category in revenues and total turnover Caption 2021 2022 2023 - lei - % - lei - % - lei - % TOTAL REVENUES of which: 58,802,094 100.00 197,386,709 100.00 100,651,845 100.00 - Gross dividend income 57,273,099 97.40 194,404,216 98.49 95,887,626 95.27 - Interest income 392,111 0.67 2,824,719 1.43 3,100,940 3.08 - Other revenues 1,136,884 1,93 157,774 0,08 1,663,279 1.65 * - In accordance with IFRS 9 applicable from 01.01.2018, the results of transactions with financial assets measured at fair value through other comprehensive income are reflected in retained earnings. Note: Indicators are presented on an IFRS reporting basis for the full period.
Page 21 of 81 c) New products envisaged in the next financial year - not applicable 1.7.3. Evaluation of the technical-material supply activity (indigenous sources, import sources) The technical and material supply of the company relates to products and materials necessary for the current administrative activity, the weight of these expenses being insignificant. 1.7.4. Evaluation of sales activity Not applicable 1.7.5. Evaluation of employee/staff issues At 31.12.2023, Infinity Capital Investments S.A. had a total of 30 employees (of which 73% are women and 27% are men). Of these employees, 21 are employed in positions requiring higher education. Total no. employee Employees with higher education: Employees with secondary education: Employees with minimum mandatory general education 2023 30 21 9 - 2022 38 25 10 3 During 2023, no trade union was organized within the company. The employees have appointed a representative to promote and defend their interests in relation to the company's management. 1.7.6. Evaluation of the issuer's core business impact on the environment Infinity Capital Investments S.A., as a closed-ended Alternative Investment Fund (AIF) for retail investors, diversified category, self-managed, is a financial market participant, which takes into account the main negative effects of investment decisions on sustainability factors, falling under the provisions of Art. 4 para. (1)(a) of Regulation (EU) no. 2019/2088 on sustainability in the financial services sector. Sustainability risks may represent a real, distinct risk, but may also have an impact on other risks, such as market, liquidity, credit, operational, etc., identified as significant risks to which Infinity Capital Investments S.A. is exposed. Infinity Capital Investments S.A.'s exposure to sustainability risks is mostly indirect, being determined by the specific characteristics of the issuers in the company's portfolio. The monitoring of these indirect risks is carried out in an integrated manner, within the framework of Infinity Capital Investments S.A.'s internal portfolio management procedures, in order to base timely investment/ disinvestment decisions.
Page 22 of 81 1.7.7. Evaluation of research and development activity Not applicable. 1.7.8. Evaluation of the company's risk management activity The risk management policy comprises all the procedures necessary to assess exposure to the main categories of relevant risks that may have an impact on the conduct of business and the fulfilment of obligations under the regulatory framework. The risk management activity, an important component of the company's business, covers both general risks and specific risks, as provided for by national and international legal regulations. Infinity Capital Investments S.A. is or may be subject to financial risks resulting from the activity carried out to achieve the established objectives. Managing significant risks involves providing the framework for identifying, assessing, monitoring and controlling these risks in order to keep them at an acceptable level in relation to the company's risk appetite and its ability to mitigate or hedge these risks. Risk monitoring is carried out at each hierarchical level, with procedures in place to oversee and approve decision limits. The risk profile is the assessment, at a given point in time, of risk exposures, gross and, where appropriate, net (after taking into account risk mitigants), aggregated within and between each relevant risk category based on current or forward-looking assumptions. Through the risk profile, Infinity Capital Investments S.A. has established, for each risk category, the level to which the company is willing to take risks, respectively accept them, in the context of keeping significant risks under control. The overall risk profile assumed by Infinity Capital Investments S.A. is medium, corresponding to a medium risk appetite. Investments in the Company's shares carry not only their own specific advantages, but also the risk of the objectives not being achieved, including losses for the investors, as the income from the investments is usually proportionate to the risk. In its daily activities, the Company may face both specific risks arising from its day-to-day operations and indirect risks arising from the performance of operations and services in collaboration with other financial entities. The main financial risks identified in the activity of Infinity Capital Investments S.A. are: -market risk (price risk, currency risk, interest rate risk); - liquidity risk; - credit risk; -operational risk; -sustainability risk.
Page 23 of 81 Market risk Market risk is the risk of incurring losses on on- and off-balance sheet positions due to adverse market price movements (e.g. equity prices, interest rates, foreign exchange rates). The Company monitors market risk with the objective of optimising returns in relation to the associated risk according to approved policies and procedures. From the Company's point of view, the relevant market risks are: price risk (position risk), foreign exchange risk, interest rate risk. Price (position) risk is generated by market price volatility, such as market fluctuations for financial instruments as a result of changes in market prices, changes caused either by factors affecting all instruments traded in the market (systemic component) or by factors specific to individual instruments or their issuers (non-systemic component). Infinity Capital Investments S.A. monitors both the systemic component (general risk driven by macro-level factors) and the specific risk driven by the issuers' own activity, so that when price risks are not in line with internal policies and procedures, it acts accordingly by rebalancing the asset portfolio. Given the specific nature of Infinity Capital Investments S.A.'s business, price risk is a relevant risk for the company. Interest rate risk is the current or future risk that profits and capital will be adversely affected by adverse changes in interest rates. The interest rate directly influences the income and expenses attached to financial assets and liabilities bearing variable interest. Most of the assets in the portfolio are non-interest bearing. Consequently, the company is not significantly affected by interest rate risk. Interest rates applied to cash and cash equivalents are short-term. At 31.12.2023, Infinity Capital Investments S.A. had bank deposits in amount of 67,885,495.83 lei representing 2.26% of total assets. The Company follows the evolution of monetary policy in order to monitor the effects that may influence the interest rate risk. Also, the company's exposure to changes in fair value or future cash flows due to interest rate fluctuations is very low, the share of covered bonds issued by Mercur S.A. in the company's total assets is only 0.04%, therefore it can be concluded that the interest rate risk is insignificant. Infinity Capital Investments S.A. did not use derivative financial instruments in 2023 to hedge against interest rate fluctuations. Currency risk is the risk of loss arising from changes in foreign exchange rates. This risk covers all positions held by the company in foreign currency deposits, financial instruments denominated in foreign currency, irrespective of the holding period or the liquidity level of those positions. The company constantly aims to minimize the possible adverse effects associated with market risk, through a prudential diversification policy of the managed financial assets portfolio.
Page 24 of 81 At 31 December 2023, foreign currency cash and cash equivalents amounted to 6,996.71 lei, representing 0.0002% of total assets. Therefore, currency risk is insignificant. Infinity Capital Investments S.A. also holds 80 fund units issued by AIF Agricultural Fund, for a total amount of 191,318 euro (equivalent to 951,733 lei, representing 0.03% of total assets). In this context, the company did not use derivatives during the reporting period to hedge against exchange rate fluctuations. At 31.12.2023, the market risk is within the approved risk limits for a medium risk appetite. Liquidity risk Liquidity risk is the risk that a position in the company's portfolio cannot be sold, liquidated or closed at limited cost within a reasonably short period of time. The Company aims to maintain an adequate level of liquidity for its underlying obligations, based on an assessment of the relative liquidity of the assets in the market, taking into account the period required for liquidation and the price or value at which the assets can be liquidated, as well as their sensitivity to market risks or other external factors. The company systematically monitors the liquidity profile of the asset portfolio, taking into account the contribution of each asset to liquidity, as well as significant contingent and other liabilities and commitments that the company may have in relation to its underlying obligations. The liquidity risk related to payment obligations is very low, as the company's current liabilities are covered by current account holdings and/or short-term deposits. The Company continuously monitors the liquidity profile of the portfolio, analysing the impact of each asset on liquidity, adopting a prudent policy on cash outflows, constantly assessing the quantitative and qualitative risks of the positions held and the investments expected to be made. At 31.12.2023, the liquidity risk is within the approved risk limits for a medium risk appetite. Credit risk Credit risk is the present or future risk of losing profits and capital as a result of the debtor's failure to meet contractual obligations or its failure to meet those obligations. The main identified credit risk elements that may significantly influence the activity of Infinity Capital Investments S.A. are: the risk of non-payment of dividends/interest from portfolio companies; the risk of non-recovery of the contract value in the case of selling blocks of shares in closed-end companies; risk arising from investments in bonds and/or other credit instruments; settlement risk in the case of transactions in shares issued by listed companies; risk of bankruptcy or insolvency.
Page 25 of 81 The indicators used to measure risk by class of issuer are as follows: exposure rate to issuers with high risk of bankruptcy (within the next 2 years), exposure rate to unquoted assets, exposure rate by sector of activity. Infinity Capital Investments S.A. analyzes credit risk following investment exposure in bonds and holding current accounts and bank deposits as well as other receivables. At 31 December 2023, exposure to the banking sector represented 41.21% of total assets, of which 38.91% represents the market value of the shares held at Banca Transilvania and BRD- Groupe Societe Generale, and 2.30% represents cash and equivalents of cash held at banking institutions. At 31 December 2023, the company held bonds issued by Mercur S.A. which have a very low proportion (0.04%) of total assets. These bonds are secured and are not admitted to trading. As for the company's cash, it is mainly placed with the most important banking institution in the system, Banca Transilvania. Fitch Ratings has reconfirmed the long-term rating of Banca Transilvania at 'BB+' with a stable outlook. As a result of assessing the main elements of credit risk, at 31.12.2023, credit risk is within the approved risk limits for a medium risk appetite. Operational risk Operational risk is the risk of loss resulting either from the use of inadequate or failed internal processes, people or systems or from external events, and includes legal risk. In the operational risk category, the following are monitored: - legal risk - a sub-category of operational risk which is the risk of loss as a result of fines, penalties and sanctions to which the company is liable in the event of non-application or defective application of legal or contractual provisions, but also of the fact that the contractual rights and obligations of the company and/or its counterparty are not properly established; - compliance risk - the current or future risk of damage to profits, shareholders' equity or liquidity, which may lead to significant financial loss or damage the company's reputation, as a result of a breach or non-compliance with the legal and regulatory framework, agreements, recommended practices or ethical standards applicable to its activities; - IT risk - is a sub-category of operational risk that refers to the risk caused by the inadequacy of the IT strategy and policy, information technology and information processing, with reference to its manageability, integrity, controllability and continuity, or the inappropriate use of information technology. - money laundering and terrorism financing (ML/TF) risk - the inherent risk, i.e. the level of money laundering and terrorism financing risk before it is mitigated, in the sense of analysing the impact and likelihood of involvement of regulated entities in ML/TF operations.
Page 26 of 81 In order to assess the level of operational risk to which it is exposed, Infinity Capital Investments S.A. works to identify and classify operational risk events into specific categories, allowing the most effective methods of control and mitigation of potential effects to be established. To this end, the Compliance Office, the Internal Audit Office and the Risk Management Office operate within the company, which, together with the functional departments within Infinity Capital Investments S.A., are responsible for the preliminary analysis of operational risks arising in their area of activity. Infinity Capital Investments S.A. uses self-assessment as a tool to analyse and manage operational risk. Operational risks are assessed and monitored to ensure that the company's investment objectives, as approved by shareholders, are achieved and generate benefits for investors. In March 2023, the internal assessment of IT operational risks for 2022 was carried out, in accordance with Article 49 letter a) of FSA Rule no. 4/2018. From the point of view of FSA Rule no. 4/2018 on the management of operational risks generated by IT systems used by entities authorised/approved/registered, regulated and/or supervised by the FSA, the Company falls into the "medium" risk category. According to art. 21 of FSA Rule no. 4/2018, the Company is required to audit IT externally or with internal certified resources the important IT systems used, once every 3 years, so that the period subject to audit is 3 consecutive calendar years, starting from the first January after the end of the period subject to the previous IT audit, as classified in the medium risk category. In Semester 1 of 2023, the Company conducted the external audit of the Company's relevant IT systems, which was carried out by Mazars S.A., as a result of which, at Infinity Capital Investments S.A. level, measures to consolidate the IT architecture have been implemented or, in certain specific cases, are pending implementation. The company has a policy of maintaining an optimal level of equity in order to develop the company and achieve its objectives. The Company's main objective is the long-term increase in the value of total assets. Taking into account the complexity of Infinity Capital Investments S.A.'s business, the volume of activity, the staff structure, the level of computerisation, the complexity of the monitoring and control procedures and other intrinsic aspects of the company's risk policy, the operational risk at company level is within the assumed risk appetite. Sustainability risk An environmental, social or governance event or condition that, if it occurs, could cause a significant actual or potential adverse effect on the value of the investment. Sustainability risks are integrated into the existing risk classification and management as they also affect the existing types of risk to which the company is exposed in its activities. The Company incorporates sustainability risks into its risk culture. The company also integrates into its decision-making process and assesses relevant sustainability risks, i.e. those environmental, social or governance events or conditions that, if they were to occur, could have an impact on the return on investments made.
Page 27 of 81 In S1 of 2023, the company analysed the main negative impacts of investment decisions made during 2022. In summary, the results of the indicators on negative sustainability impacts as a result of investments during 2022 are: - 7,756 tonnes of total greenhouse gas (GHG) emissions; - 0.00021 tonnes/(€ M) which represents the carbon footprint; - 0.00012 tonnes/(€ M) which represents the intensity of greenhouse gas (GHG); - 5.68% exposure to companies operating in the fossil fuel sector; - 52.86% share of energy consumption and production from non-renewable sources; - 0.6247 GWh - manufacture of basic pharmaceuticals and 0.0053 GWh - extraction of crude oil, representing energy intensity per high impact climate sector; - 5.68% exposure in activities adversely affecting biodiversity sensitive areas; - 52.86% share of hazardous waste and radioactive waste; - "0" (zero) violations of the principles of the UN Global Compact and the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises by investee companies; - 1.185 unadjusted gender pay gap; - 34.39% - women and 65.61% - men, representing gender diversity on the Board of Directors of the companies. The statement on the principal adverse impacts of investment decisions on sustainability factors is available on the company's website www.infinitycapital.ro. In accordance with Article 4 of Regulation (EU) No 2022/1288, Infinity Capital Investments S.A. will publish by 30.06.2024 the Statement on the Principal Adverse Effects of Investment Decisions on Sustainability Factors for 2023. Portfolio risk Classification of categories of assets as per the limits imposed by legislation The holding limits for different asset categories are regulated by Art. 35 para. (2) of Law no. 243/2019. During 2023, the portfolio structure and its compliance with legal provisions was regularly reviewed, as this is one of the main objectives in monitoring and controlling the risk associated with the asset portfolio. The analysis of compliance with holding limits is carried out by the Risk Management Office. During the period 01.01.2023 - 31.12.2023 there was no crossing of the legal holding limits set out in the legislation in force. As at 31.12.2023, the assets in the Infinity Capital Investments S.A. portfolio are within the legal limits. Limits on the level of exposure by asset class, relative to total assets, as reported monthly in the "Statement of Assets and Liabilities at 31.12.2023":
Page 28 of 81 a) Infinity Capital Investments S.A. may not hold more than 10% of its assets in securities and money market instruments issued by the same issuer, except for securities or money market instruments issued or guaranteed by a Member State, the public authorities of a Member State, a third country or public international bodies of which one or more Member States are members. The 10% limit may be increased to a maximum of 40%, provided that the total value of the securities held by the R.I.A.I.F. in each of the issuers in which it has holdings of up to 40% does in no case exceed 80% of the value of its assets. Holdings exceeding 10% of Infinity Capital Investments S.A.'s total assets are: Issuer Total value - lei - Share in total assets -%- BANCA TRANSILVANIA S.A. 673,952,650 22.46 B.R.D.-GROUPE SOCIETE GENERALE S.A. 493,392,722 16.44 O.M.V. PETROM S.A. 338,751,522 11.29 TOTAL holdings over 10% 1,506,096,894 50.19 Total assets - lei 3,000,661,604 In the case of Banca Transilvania, B.R.D. - Groupe Societe Generale and OMV Petrom, the exception referred to in Article 35, para. (2), letter a) of Law no. 243/2019, namely the 10% limit may be increased up to a maximum of 40%, provided that the total value of securities held by Infinity Capital Investments S.A. in each of the issuers in which it has holdings of up to 40% does not exceed 80% of the value of its assets. b) Infinity Capital Investments S.A. may not hold more than 50% of its assets in securities and money market instruments issued by entities belonging to the same group. The portfolio includes Banca Transilvania Group, B.V.B. Group and Mercur S.A. Group. Banca Transilvania Group Banca Transilvania Group: Banca Transilvania and BT INDEX RO Open-ended Investment Fund which is an equity fund managed by BT Asset Management S.A.I. - a fund of the Banca Transilvania Group. Issuer Total value -lei- Share in total assets of R.I.A.I.F. -%- BANCA TRANSILVANIA S.A. 673,952,650 22.46 BT INDEX RO 4,303,788 0.14 Total 678,256,438 22.60 In the case of "Banca Transilvania Group" the imposed limit is observed.
Page 29 of 81 B.V.B. Group B.V.B. Group is formed by Bursa de Valori București (Bucharest Stock Exchange), Depozitarul Central S.A. and CCP.RO BUCHAREST S.A. Issuer Total value -lei- Share in total assets of R.I.A.I.F. -%- BURSA DE VALORI BUCUREȘTI S.A. 45,388,574 1.51 Depozitarul Central S.A. 1,337,984 0.05 CCP.RO BUCHAREST S.A. 837,758 0.03 Total 47,564,316 1.59 In the case of "B.V.B. Group" the imposed limit is observed. Mercur S.A. Group: Issuer Total value -lei- Share in total assets of R.I.A.I.F. -%- MERCUR S.A. - shares 64,804,630 2.16 - bonds 1,122,927 0.04 Total 65,927,557 2.20 The limit imposed is also observed in the case of "MERCUR S.A. Group". In the case of the AIFM group, which administers the AIF, this limit is 40%. Within the Infinity Capital Investments S.A. Group, as of 31.12.2023, there are 14 companies in which Infinity Capital Investments S.A. holds more than 50% of the voting rights, namely: No. Issuer Symbol Total value - lei - Share of the issuer's share capital -%- Share in total assets of R.I.A.I.F. -%- 1 COMPLEX HOTELIER DÂMBOVIȚA 20,695,319 99.99 0.69 2 GRAVITY CAPITAL INVESTMENTS S.A. 9,499,984 99.99 0.32 3 VOLTALIM S.A. 70,354,496 99.55 2.34 4 MERCUR S.A. - shares MRDO 64,804,630 97.86 2.16 - bonds 1,122,927 0.04 5 LACTATE NATURA S.A. INBO 12,609,406 93.70 0.42 6 ARGUS S.A. UARG 107,765,271 91.42 3.59 7 FLAROS S.A. FLAO 68,037,815 93.70 2.27 8 GEMINA TOUR S.A. 3,979,973 88.29 0.13 9 ALIMENTARA S.A. ALRV 15,640,633 85.23 0.52 10 CONSTRUCȚII FEROVIARE CRAIOVA S.A. CFED 1,086,049 77.50 0.04 11 UNIVERS S.A. UNVR 33,451,276 73.75 1.11
Page 30 of 81 12 PROVITAS S.A. 6,400,242 71.30 0.21 13 TURISM S.A. 5,767,994 69.22 0,19 14 ELECTROMAGNETICA S.A. ELMA 93,802,679 65.45 3.13 TOTAL 515,018,694 17.16 The share of group companies in the total assets of Infinity Capital Investments S.A. is 17.16%. The limit of 40% is observed. c) The counterparty risk exposure in a derivative transaction traded outside regulated markets may not exceed 20% of its assets, regardless of the counterparty to the transaction. At 31.12.2023, Infinity Capital Investments S.A. does not hold any derivatives in its portfolio. d) Infinity Capital Investments S.A. is required to ensure that the overall exposure to derivatives does not exceed the total value of its assets. At 31.12.2023, Infinity Capital Investments S.A. does not hold any derivatives in its portfolio. e) Infinity Capital Investments S.A. is required to hold current accounts and cash within a maximum of 20% of its assets. This limit may be exceeded up to a maximum of 50% provided that the amounts in question arise from the issue of equity securities, from maturing investments or from the sale of financial instruments in the portfolio and that the excess is not for a period of more than 90 days. The cash position (current accounts and cash) at 31.12.2023 is as follows: Value -lei - Weight in total active -%- Current accounts and cash in lei 1,203,869 0,0401 Current accounts and cash in foreign currency 6,997 0,0002 Total current accounts and cash 1,210,866 0,0403 The limit is observed. f) Infinity Capital Investments S.A. may not establish and hold bank deposits representing more than 30% of its assets, with the same bank. Infinity Capital Investments S.A. had bank deposits in lei with Banca Transilvania and Banca Comercială Română at 31.12.2023. Banca Transilvania deposits: Value -lei- Share in total assets -%- Total deposits lei 51,550,632 1.72 Total deposits Banca Transilvania 51,550,632 1.72 Banca Comercială Română deposits: Value -lei- Share in total assets -%- Total depozite lei 16,334,864 0.54 Total deposits Banca Comercială Română 16,334,864 0.54
Page 31 of 81 The limit imposed is observed. g) Infinity Capital Investments S.A. may not hold more than 20% of its assets in equity securities not admitted to trading on a trading venue or stock exchange in a third country, issued by a single A.I.F. for retail investors - R.I.A.I.F. Infinity Capital Investments S.A. has no investments that fall into this category. h) Infinity Capital Investments S.A. may not hold more than 10% of its assets in equity securities not admitted to trading on a trading venue or stock exchange in a third country, issued by a single A.I.F. for professional investors – P.I.A.I.F. Infinity Capital Investments S.A. holds the following equity securities at 31.12.2023: Value -lei- Share in total assets -%- AIF AGRICULTURAL FUND 951,733 0.03 Total AIF for professional investors 951,733 0.03 The limit imposed is observed. i) Infinity Capital Investments S.A. may not hold more than 50% of its assets in equity securities not admitted to trading on a trading venue or stock exchange in a third country issued by other open-end A.I.F.'s. Value -lei- Share in total assets -%- AIF AGRICULTURAL FUND 951,733 0.03 Total open-end AIF 951,733 0.03 The limit imposed is observed. In the case of the group to which the AIFM managing the AIF belongs, the holding limit is 40% of its assets. None of the companies controlled by Infinity Capital Investments S.A. fall under the category of "Open-end investment fund". j) Infinity Capital Investments S.A. may not hold more than 40% of its assets in units issued by a single UCITS authorised by the FSA or by a national competent authority of another Member State, as well as in units issued by a single UCI admitted to trading on a trading venue in Romania, another Member State or on a stock exchange in a third country. Infinity Capital Investments S.A. holds the following securities of UCITS authorised by the FSA at 31.12.2023: Issuer Total value - lei - Share in total assets - % - UCITS authorised by the FSA BT INDEX EN (FDIR - Open-end Investment Fund in Romania) 4,303,788 0.14 FDI NAPOCA 329,795 0.01
Page 32 of 81 (FDIR - Open-end Investment Fund in Romania) FDI TRANSILVANIA (FDIR - Open-end Investment Fund in Romania) 441,204 0.01 FDI TECHNOGLOBINVEST (FDIR - Open-end Investment Fund in Romania) 594,649 0.02 Total UCITS authorised by FSA 5,669,436 0.18 UCI admitted to trading LION CAPITAL S.A. 196,578,783 6.55 S.I.F. Muntenia S.A. 118,108,653 3.94 Total UCI 314,687,436 10.49 Total UCITS authorised by the FSA and UCIs admitted to trading 320,356,872 10.67 The limit imposed is observed. k) Infinity Capital Investments S.A. may not grant loans of financial instruments representing more than 20% of its assets, and the loan period may not exceed 12 calendar months, in accordance with the regulations issued by the FSA on margin transactions and lending operations. The limit of 20% of its assets may be increased up to 30%, with the approval of the FSA, under the conditions established by the FSA regulations. At 31.12.2023, Infinity Capital Investments S.A. has no financial instrument loans. l) Infinity Capital Investments S.A. cannot grant cash loans, cannot participate/subscribe to syndicated loans, cannot guarantee cash loans in favour of a third party, with the exception of the entities of the group of which R.I.A.I.F. is a member, established as an investment company up to 10% of its assets and may not acquire directly, partially or in full portfolios of loans issued by other financial or non-financial entities, with the exception of investment placements in financial instruments issued by internationally recognised financial institutions, credit institutions or non-banking financial institutions authorised by the NBR or other central banks of a Member State or third countries. At 31.12.2023, Infinity Capital Investments S.A. has not granted cash loans, has not participated/subscribed to syndicated loans, has not guaranteed cash loans in favour of a third party and has not directly, partially or fully acquired loan portfolios issued by other financial or non-financial entities. m) Infinity Capital Investments S.A. may not hold more than 40% of the value of its assets in securities, money market instruments not admitted to trading on a trading venue or stock exchange in a third country, with the exception of government securities and bonds issued by the Ministry of Public Finance, as well as holdings acquired by the company by law - in which case no holding limit is established. At 31.12.2023, the following companies are in the category of securities not admitted to trading (unlisted) on a trading venue or stock exchange in a third country:
Page 33 of 81 No. Issuer No. of shares held Total value -lei- Share in the issuer's share capital -%- Share in total assets of R.I.A.I.F. -%- 1 BIROUL DE INVESTIȚII REGIONAL OLTENIA IFN S.A. 272,411 2,716,241 19.45 0.09 2 CCP.RO BUCHAREST S.A. 100,000 837,758 1.10 0.03 3 COMPLEX HOTELIER DÂMBOVIȚA S.A. 1,754,221 9,499,984 99.99 0.32 4 COS TÂRGOVIȘTE S.A. 6,142,826 0 8.92 0.00 5 DEPOZITARUL CENTRAL S.A. 9,878,329 1,337,984 3.91 0.04 6 ELBA S.A. 39,628 4,146,437 2.37 0.14 7 ELECTRO TOTAL S.A. 57,909 0 29.86 0.00 8 GEMINA TOUR S.A. 757,888 3,979,973 88.29 0.13 9 GRAVITY CAPITAL INVESTMENTS S.A. 2,258,999 20,695,319 99.99 0.69 10 PROVITAS S.A. 35,648 6,400,242 71.30 0.21 11 SAGRICOM S.A. 57,941 0 4.21 0.00 12 SANEVIT S.A. 792,662 0 13.28 0.00 13 TURISM S.A. 1,010,599 5,767,994 69.22 0.19 14 VOLTALIM S.A. 5,997,519 70,354,496 99.55 2.34 TOTAL 125,736,428 4.18 Unlisted corporate bonds are included in the category of money market instruments not admitted to trading on a trading venue or exchange in a third country. Holdings in securities and money market instruments at 31.12.2023 are as follows: Holdings in securities and money market instruments Value -lei- Share in total assets -%- shares held in closed-end issuers 125,736,428 4.19 non-traded corporate bonds 1,122,927 0.04 TOTAL 126,859,355 4.23 Holdings in securities and money market instruments not admitted to trading represent 4.23% of total assets. The 40% limit is observed. n) Infinity Capital Investments S.A. may not hold more than 20% of the value of its assets in shares issued by limited liability companies regulated by Law no. 31/1990, republished, as amended and supplemented. At 31.12.2023, Infinity Capital Investments S.A. did not hold any shares issued by limited liability companies regulated by Law no. 31/1990, republished, as amended. o) Infinity Capital Investments S.A. may not hold more than 10% of the value of its assets in greenhouse gas emission allowances. At 31.12.2023, Infinity Capital Investments S.A. did not hold any greenhouse gas emission allowances.
Page 34 of 81 Limits on the level of exposures in the share capital of issuers a) Article 136 of Law no. 126/2018 on markets in financial instruments According to Art. 136, para. (5), (6) and (7) of Law no. 126/2018 on markets in financial instruments, Infinity Capital Investments S.A. may not hold - as a shareholder of a market operator - directly or together with persons with whom it acts in concert, more than 20% of the total voting rights. At 31.12.2023, Infinity Capital Investments S.A.'s holding on the Bucharest Stock Exchange is: Issuer No. of shares held Total value - lei- Share in issuer's share capital - % - Share in total assets - % - BURSA DE VALORI BUCURESTI S.A. 691,899 45,388,574 8.60 1.51 The limit imposed by Article 136 of Law no. 126/2018 on financial instruments markets is observed. b) the Articles of Association of Depozitarul Central S.A. According to the company's Articles of Association, the shareholders of Depozitarul Central S.A. may not hold more than 5% of the voting rights. At 31.12.2023, Infinity Capital Investments S.A.'s holding in Depozitarul Central S.A. is: Issuer No. of shares Total value - lei- Share in issuer's share capital - % - Share in total assets - % - DEPOZITARUL CENTRAL S.A. 9,878,329 1,337,984 3.91 0.04 The imposed limit is observed. c) the Articles of Association of Banca Transilvania S.A. According to the company's Articles of Association, no shareholder of Banca Transilvania S.A. may hold 10% or more of the Bank's total share capital unless: (i) with the approval of the General Meeting of Shareholders; and (ii) in accordance with all formalities required by law. At 31.12.2023, Infinity Capital Investments S.A.'s holding in Banca Transilvania S.A. is: Issuer No. of shares Total value - lei- Share in issuer's share capital - % - Share in total assets - % - Banca Transilvania S.A. 27,780,406 673,952,650 3.48 22.46 The imposed limit is observed.
Page 35 of 81 LEVERAGE Leverage involves any method by which the company increases the exposure of the portfolio it manages, whether by borrowing cash or securities, taking derivative positions or by any other means. Leverage is expressed as the ratio of its exposure (calculated using both the gross method and the commitment method) to its net asset value. Infinity Capital Investments S.A. does not use leverage in its portfolio management process. According to EU Regulation 231/2013 and Art. 38 (4) of Law no. 243/2019, the leverage ratio calculated at 31.12.2023 is as follows: The gross method: Leverage level 1.0480 INFINITY Exposure 2,931,565,242 The commitment method: Leverage level 1.0727 INFINITY Exposure 3,000,661,604 During 2023, Infinity Capital Investments S.A. did not use SFTs and total return swaps as defined by Regulation (EU) 2365/2015 on transparency of financial instrument financing transactions and on transparency of reuse and amending Regulation (EU) 648/2012. Stress testing According to the Risk Management Policy, stress tests are carried out at least annually and whenever the situation requires. Infinity Capital Investments S.A. conducted stress tests in Q4 of 2023, using the company's asset structure at 31.10.2023 as a reference date. The stress test aimed to investigate possible vulnerabilities in terms of market risk, liquidity risk, interest rate risk and foreign exchange risk. The stress tests did not identify any major risks affecting the proper functioning of the company and its ability to meet its obligations, i.e. to continue trading. The analysed scenarios showed that the liquidity risk is within the assumed limits, taking into account the held portfolio and the macroeconomic context of the market. With regard to market risk, the impairment of assets in crisis situations (market value of held financial instruments fluctuates as a result of changes in the market prices of the portfolio issuers’ shares) may have an impact on the financial results. 1.7.9. Perspectives on the company's activity The liquidity of the Infinity Capital Investments S.A. share portfolio – 92.81% of which as at 31.12.2023 is made up of holdings in the share capital of listed companies (on the Bucharest Stock Exchange - regulated market and AeRO - alternative trading system) - is closely linked to the liquidity of the capital market.
Page 36 of 81 According to the monthly report of the Bucharest Stock Exchange for December 2023, the average daily liquidity for 2023 on all types of instruments listed on the Main Market (PP) and the Multilateral Trading System (MTF) reached 153 million lei. This result represents an increase of 60% compared to 2022, underlining investors' confidence in the efficiency and transparency of the capital market, as well as the positive effect of the listing of Hidroelectrica S.A. at the Bucharest Stock Exchange. At the end of 2023, the market capitalization on the main market of the Bucharest Stock Exchange recorded a value of 294,247,645,200 lei, an increase of 49.23% compared to December 2022 when a value of 197,182,069,440 lei was recorded. The market capitalization of the AeRO market on the Bucharest Stock Exchange recorded a value of 14,855,467,632 lei, an increase of 9.51% compared to December 2022 when a value of 13,565,078,170 lei was recorded. The BET index appreciated by 27.95% over 2023, from 12,013.54 points (on 03.01.2023) to 15,371.11 points (on 29.12.2023), while the BET-AeRO index appreciated by 18.67% over 2023, from 827.49 points (on 03.01.2023) to 982.02 points (on 29.12.2023). According to information published by the National Bank of Romania, the annual inflation rate fell to 6.61% in December 2023, below the forecast level, from 6.72% in November, amid continued slowdown in processed food and energy prices, which outpaced the significant rebound in the annual fuel price dynamics on account of a base effect. Romania's economic growth, according to the European Commission's winter 2024 economic forecast 1 , slowed to 1.8% in 2023, a downward revision of 0.4% from the autumn 2023 forecast, after high inflation and anaemic credit growth hurt domestic demand and weak external demand. Short-term economic indicators suggest that the economy regained momentum in the final months of 2023 on the back of robust retail sales, services and construction. This strengthening and slight improvements in some forward-looking confidence indicators are supportive for economic activity in 2024. The European Commission has also revised downwards its estimates for the Romanian economy's growth in 2024 to 2.9%, from 3.1% in autumn last year. The investments to be made in 2024 will be made in accordance with the strategy which is to be submitted to shareholders' approval during the General Meeting of Shareholders on 29/30 April 2024 and will be within the company's risk profile and the applicable prudential limits. The investments will mainly focus on capital market and money market opportunities, without affecting the company's financial situation, and will be financed from own sources. 1 https://economy-finance.ec.europa.eu/economic-surveillance-eu-economies/romania/economic-forecast- romania_en
Page 37 of 81 2. Tangible assets of the Company Infinity Capital Investments S.A., by the nature of its business, does not own any production capacity. Tangible assets owned have an insignificant value, being recorded in the accounts at 11,358,311 lei. They are represented by land and fixed assets. The main fixed assets are buildings, electrical and heat installations, computing equipment and vehicles required for day-to-day administrative activities. The company carried out the last revaluation of tangible fixed assets on 31 December 2022, with the differences from the revaluation being recorded in the equity line. The revaluation was carried out by a certified valuer, corporate member of ANEVAR. There are no disputes related to the ownership of tangible assets. 3. The market for securities issued by the company 3.1. Markets in Romania and abroad on which the securities issued by the company are traded The shares of Infinity Capital Investments S.A. have been listed since 01.11.1999 in category I of the Bucharest Stock Exchange. Infinity Capital Investments S.A. is currently classified in the Premium category. 3.2. Description of the company's dividend policy The dividend policy of Infinity Capital Investments S.A. aims both at satisfying the interests of investors in the short term and at institutional development in the medium and long term, so that part of the net profit can be allocated to reserves in order to create the own sources necessary for investment activity. The investment strategy of Infinity Capital Investments S.A. is primarily aimed at increasing the performance of the portfolio held, as a result of long-term growth in the value of assets under management, correlated with growth in investment income. Depending on macroeconomic developments and existing/estimated investment opportunities, the management of Infinity Capital Investments S.A. may propose to shareholders a significant decrease in the amount of dividends distributed, including the retention of the related amounts for the financial support of the targeted investment projects or alternative forms of shareholder remuneration (e.g. through possible buy-back programmes). Considering the uncertainty and macroeconomic risks present at the beginning of 2023, the Board of Directors of the company proposed to the General Meeting of Shareholders on April 27, 2023, the distribution of the profit to "other reserves", for own sources, in order to support future investments, and by decision no. 5 of the meeting, this point was approved. The following table shows the history of dividends paid out of the company's net profit:
Page 38 of 81 Dividends granted in 2021 for 2020 -thousand lei - Dividends granted in 2022 for 2021 - thousand lei - Dividends granted in 2023 for 2022 - thousand lei - Gross dividends to be distributed - total 25,000 14,250* 0 Gross dividends paid - total 17,913 9,896 0 Gross dividends paid/Gross dividends to be distributed - % - 71.65% 69.44% 0 Gross dividend/share 0.05 0.03 0 Net profit 52,231 37,551 164,808 Allocation from net profit for dividends -% - 47.86 39.95 0 *The difference up to the amount of 15,000 thousand lei approved by the General Meeting of Shareholders of 27.04.2022 (750,000 lei), represents the amount of the dividend due for the own shares bought back by Infinity Capital Investments S.A. and cannot be distributed, the company is not entitled to dividends from the bought back shares. The decrease in dividends related to 2021 (0.03 lei/share) compared to those related to 2020 (0.05 lei/share) is the consequence of the decrease in the company's profit in the context of the COVID 19 pandemic. The decrease in dividends related to 2022 (0 lei/share) compared to those of 2021 (0.03 lei/share) is the consequence of the extremely complicated international context due to the war in Ukraine and the decision of the shareholders to distribute the net profit obtained in 2022 to Other reserves, for own sources, in order to support future investments. 3.3. Description of any of the Company’s activities to acquire its own shares During 2023, Infinity Capital Investments S.A. did not initiate any public offerings/buy-back programmes for its own shares. 3.4. Registered subsidiaries of Infinity Capital Investments S.A. Infinity Capital Investments S.A. owns more than 50% of the share capital of 14 companies in the portfolio, which are included in the consolidation scope. 3.5. Bonds and/or other debt securities issued by Infinity Capital Investments S.A. Infinity Capital Investments S.A. has not issued bonds and/or other debt securities. 4. Company management Board of Directors In accordance with the Articles of Association, Infinity Capital Investments S.A. is managed on a unitary basis. Infinity Capital Investments S.A. is managed by a Board of Directors, consisting of five members, elected by the Ordinary General Meeting of Shareholders for a period of 4 years, with the possibility of re-election, authorised by the Financial Supervisory Authority.
Page 39 of 81 The composition of the Board of Directors at 31.12.2023 is as follows: Sorin - Iulian Cioacă - President of the Board of Directors; Mihai Trifu - Vice-President of the Board of Directors; Codrin Matei - independent non-executive member of the Board of Directors; Mihai Zoescu - independent non-executive member of the Board of Directors; Andreea Cosmănescu - independent non-executive member of the Board of Directors. Brief presentation of the Board of Directors members at 31.12.2023 Sorin - Iulian Cioacă - President of the Board of Directors Experience: President - Chief Executive Officer of Infinity Capital Investments S.A., period December 2020 - present; Manager of Electromagnetica S.A., period July 2023 - present; Sole Administrator of Gravity Real Estate Investments S.R.L, period October 2022 – present; President of the Investor Compensation Fund, period: 16 August 2021 – present; Non-executive member of the Board of Directors of S.I.F. 1 IMGB S.A. Bucharest, period: 16 December 2020 - 23 March 2023; Adviser in the Investments, Transactions, Calculation and Net Assets Department of S.I.F. Oltenia S.A., period: 01.11.2020 - 04.12.2020; Adviser to the General Manager of S.A.I. Muntenia Invest S.A., period: 01.02.2019 - 31.10.2020; Full/Associate Professor at ASE Bucharest - Faculty of Finance, Insurance, Banking and Stock Exchange, period: 01.10.2015 – present; Economist in a Romanian Government Agency, period: 01.09.2001 - 31.07.2018. Education: PhD in Finance, Academy of Economic Studies Bucharest Bachelor’s degree in Mathematics, University of Bucharest - Faculty of Mathematics Master's Degree, University of Bucharest - Faculty of Mathematics Bachelor’s degree in Economics, Bucharest Academy of Economic Studies, Faculty of Finance, Insurance, Banking and Stock Exchange
Page 40 of 81 Mihai Trifu - Vice-President of the Board of Directors Experience: Vice President - Deputy General Manager of Infinity Capital Investments S.A., period December 2020 – present; Director of Electromagnetica S.A., period October 2023 - present; Sole Director of Gravity Capital Investments S.A., period October 2022 – present; Member of the Board of Directors of Antibiotice S.A., period August 2021- present; Economic Manager of Biofarm S.A., period: June 2018 - December 2020; Interim Financial Manager at Delphi Diesel Systems - plant in Iasi, Romania, period January 2018 - May 2018; Education: Executive MBA, Vienna University of Economics and Business ACCA member, Association of Chartered Certified Accountants, UK Master’s degree in Business Administration - Faculty of Management, Bucharest Academy of Economic Studies Codrin Matei - Member of the Board of Directors Experience: Director of Infinity Capital Investments S.A., period December 2020 - present; Member of the Board of Directors of Mercur S.A., period March 2023 - present; Member of the Board of Directors of Flaros S.A., period February 2023 - present; Member of the Board of Directors of Argus S.A., period April 2023 - present; President of the Board of Directors of Flaros S.A. Bucharest, period February 2021 - February 2023; Director of Crosspoint Real Estate S.A., period November 2019 - present; Main Director of Partner Crosspoint Finance S.R.L., period December 2004 - present; Manager of Blackwater Capital S.R.L., period November 2013 - March 2017 and March 2021 - present; Member of the Global Advisory Board, period March 2015 - August 2017; Director of Capital Acquisitions S.R.L., period December 2006 - August 2017. Education: Corporate Finance Course, London Business School Master’s degree in Business Management, Academy of Economic Studies Bucharest Bachelor’s degree in Investment Management, Academy of Economic Studies Bucharest
Page 41 of 81 Mihai Zoescu - Member of the Board of Directors Experience: Manager of Infinity Capital Investments S.A., period June 2021 - present; Member of the Board of Directors of Șantierul Naval Orșova S.A., period December 2021 - present; Member of the Board of Directors of Electromagnetica S.A., period September 2021 - October 2023, January 2024 - present; Economic Manager Biofarm S.A., period January 2021 - present; Manager Deal Advisory KPMG Advisory S.R.L., period April 2013 - January 2021. Education: Member of the Romanian Chamber of Financial Auditors Member of the Association of Chartered Certified Accountants, UK Master's Degree in Finance and Banking (DOFIN), Academy of Economic Studies Bucharest Bachelor’s degree in Insurance, Banking and Stock Exchange, Academy of Economic Studies Bucharest Andreea Cosmănescu - Member of the Board of Directors Experience: Director of Infinity Capital Investments S.A., period May 2022 – present; Interim Director of S.I.F. Oltenia S.A., period 19.11.2021 - 28.04.2022; Member of the Board of Directors of Depozitarul Central S.A., April 2023 – present; President of the Board of Directors of Flaros S.A. Bucharest, period: February 2023 – present; Manager GMS EMEA, Honeywell Elster Romania SRL, period September 2021 - June 2023; Associate and Director of MAVERS TAX ADVISORY S.R.L., period 13.09.2021-present; Senior Tax Manager/Tax Manager/Senior Consultant, Ernst & Young SRL, period March 2011 - September 2021; Senior Consultant/Junior Consultant, PriceWaterhouseCoopers Tax Advisors and Accountants SRL, period August 2008 - March 2011. Education: Member of the Chamber of Fiscal Consultants of Romania
Page 42 of 81 Bachelor of Law, Dimitrie Cantemir Christian University Bucharest Master’s degree in Accounting and Management Informatics, Accounting and Taxation of Assets, Academy of Economic Studies Bucharest Bachelor’s degree in Economic Management, Bucharest Academy of Economic Studies Member Advanced Diploma In International Taxation - ADIT, UK At 31.12.2023, the directors’ ownership in Infinity Capital Investments S.A. is as follows: 1. Sorin - Iulian Cioacă 10 shares 2. Mihai Trifu 500 shares 3. Codrin Matei - 4. Mihai Zoescu - 5. Andreea Cosmănescu - Senior management According to the Articles of Association of Infinity Capital Investments S.A., the President of the Board of Directors also serves as General Manager and the Vice-President of the Board of Directors also serves as Deputy General Manager. At 31.12.2023, the composition of the senior management of Infinity Capital Investments S.A. authorised by the FSA by License no. 192/16.12.2020 was as follows: - Sorin - Iulian Cioacă - General Manager; - Mihai Trifu - Deputy General Manager. At 31.12.2022, the senior management had the following composition: - Sorin - Iulian Cioacă - General Manager; - Mihai Trifu - Deputy General Manager. Members of senior management have concluded mandate contracts with the company. In accordance with the legal provisions and the Articles of Association, the members of senior management are empowered to direct and coordinate the day-to-day business of Infinity Capital Investments S.A. and have the power to represent the company. Disputes of board members and management relating to their work in the company At 31.12.2023, the members of the Board of Directors and Senior Management had no disputes relating to their work in the company.
Page 43 of 81 5. Status of legal disputes At 31 December 2023, there are 22 cases pending before the courts: 11 cases as plaintiff and 11 cases as defendant. Of these, in 3 cases the company is in insolvency proceedings, in one case the company is an intervener and in one case it is called as a guarantor. According to their subject matter, the cases are structured as follows: - 1 case (annulment of BoD decisions - annulment of share transactions) in which the company is the plaintiff; - 1 case of a declaration of right to withdraw from the company, in which the company is the plaintiff; - 3 cases - companies in insolvency proceedings, as follows: in one case the company is an unsecured creditor, in 2 cases it is a contributing creditor; - 1 case in which the company is an intervener, and in another case in which it is a civil party; - 3 cases in which the company is a defendant, being sued as the alleged successor of deregistered companies that were part of the portfolio. - 2 cases representing recovery of costs in which the company is a defendant; - 10 other cases. According to their subject matter, the following cases are presented as examples: a) Cases in which Infinity Capital Investments S.A. is the plaintiff, mainly concerning the annulment of BoD/OGSM decisions or the establishment of rights, concerning transactions with shares, the right to withdraw from the company, decisions adopted in violation of the jurisdiction limits, but also the annulment of contracts deemed to have been concluded to the detriment of shareholders, among the defendant companies being Sinterom S.A. and Altur S.A., as follows: - Case no. 943/1285/2022, before the Commercial Court of Cluj, defendant Sinterom S.A., concerning an action for annulment of the Sinterom S.A. Decision of the Board of Directors dated 29.08.2022. At the hearing of 12.12.2023, given the lack of interest and capacity of Infinity Capital Investments S.A., following the sale of the share package, a settlement with Sinterom S.A. was concluded with a waiver of the case and the costs of the proceedings. - Case no. 1738/104/2019, pending before the Craiova Court of Appeal, defendant Altur S.A., concerning an action for a declaration of the company's right to withdraw from the share capital of Altur S.A. The Olt Tribunal admitted the application and found that Infinity Capital Investments S.A. was entitled to withdraw from Altur SA, and ordered the defendant to pay the value of the shares held at the value established in the valuation report on the establishment of the average price of a share at 0.0170 lei and to pay the costs. Infinity Capital Investments S.A. appealed against the share price established in the valuation. The case is pending before the Craiova Court of Appeal on 13.03.2024.
Page 44 of 81 Under the heading 'other cases', in which the Company is the plaintiff, there are cases with a variety of subjects: enforcement, civil party, application to intervene, etc. b) Cases in which Infinity Capital Investments S.A. is a defendant, for example: - Case No 22773/215/2022, before the Dolj Tribunal, at the appeal stage, against Elba S.A., concerning an action for damages, for costs, consisting of the lawyer's fees for the substance and appeal in case No 2364/30/2021. The Craiova District Court reduced the costs from 41,650 lei to 15,000 lei, Elba S.A. appealed, with a trial date of 04.03.2024. - Case No 6682/215/2023, pending before the Craiova District Court, concerning an action for costs, consisting of the lawyer's fees and appeal in case No 3678/30/2021. At the hearing on 17.01.2024, the Craiova District Court partially admitted Elba S.A.'s claim and reduced the costs requested by the claimant to 23,800 lei from 47,600 lei. The decision is subject to appeal. - Case No 3371/207/2022, pending before the Caracal District Court, against Cenușe Aurel and Cenușe Maria, concerning an action for a declaration. The court dismissed the application. The applicants appealed, which was dismissed by the Olt Tribunal. The judgment is subject to appeal. - Cases No 1891/63/2023 and No 3567/63/2023, pending before the Dolj Tribunal, concerning actions for establishment of ownership, brought by Voltalim S.A., in which Infinity Capital Investments S.A. was summoned to appear before the court for the purpose of formalising certain legal acts concerning the ownership of real estate belonging to Voltalim S.A., taken over through a merger with other companies in the group, actions which were admitted by the court. c) In the insolvency files, there are three cases left at the date of analysis in which Infinity Capital Investments S.A. is a creditor: - Electrototal Botoșani - case no. 6146/40/2005, pending before the Botoșani Tribunal, with hearing on 11.04. 2024; - SCCF Bucharest - case no. 6131/3/2005, pending before the Bucharest Tribunal, with hearing on 19.06.2024; - Geochis S.A. Galati - case no. 1065/121/2019, pending before the Galati Tribunal, with hearing on 15.04.2024. 6. Compliance with the communication obligations laid down by the legislation The activity of Infinity Capital Investments S.A. was conducted in transparent conditions, in compliance with the legislation in force. The company has prepared and published the periodic and current reports observing the content and deadlines set by the capital market regulations and has provided the information requested by the Bucharest Stock Exchange - the regulated market on which the shares issued by Infinity Capital Investments S.A. are traded.
Page 45 of 81 Pursuant to Article 101 of Law No. 24/2017 on issuers of financial instruments and market operations (R), Infinity Capital Investments S.A. has developed a policy of involvement in its portfolio issuers. Thus, during 2023, the company implemented this policy and the voting in the portfolio issuers was as follows: 1. In the case of issuer Alimentara S.A. Slatina, Infinity Capital Investments S.A. voted at the GMSs held on 13.02.2023 and 24.04.2023. The vote cast was "for" on the items on the agenda. 2. In the case of issuer Altur S.A. Slatina, Infinity Capital Investments S.A. voted at the GMS on 26.04.2023. The vote cast was "for" on the items on the agenda. 3. In the case of issuer Antibiotice S.A. Iasi, Infinity Capital Investments S.A. voted at the GMSs of 16.02.2023, 27.04.2023, 14.09.2023 and 30.10.2023. The vote cast was "for" on the items on the agenda. 4. In the case of issuer Argus S.A. Constanta, Infinity Capital Investments S.A. voted at the GMSs of 26.04.2023, 23.08.2023 and 08.11.2023. The vote cast was "for" on the items on the agenda. 5. In the case of issuer B.R.D. - Groupe Societe Generale S.A. Bucharest, Infinity Capital Investments S.A. voted at the GMSs of 16.01.2023, 27.04.2023 and 14.12.2023. The vote cast was "for" on the items on the agenda. 6. In the case of issuer Banca Transilvania S.A. Cluj-Napoca, Infinity Capital Investments S.A. voted at the GMSs of 26.04.2023 and 29.09.2023. The vote cast was "for" on the items on the agenda. 7. In the case of issuer of the Biroul de Investitii Regional Oltenia I.F.N. Craiova, Infinity Capital Investments S.A. voted in the GMS of 10.05.2023. The vote cast was "against" on the items on the agenda. 8. In the case of issuer Bursa de Valori București S.A., Infinity Capital Investments S.A. voted at the GMSs of 26.04.2023 and 22.11.2023. The vote cast was "for" on the items on the agenda. 9. In the case of issuer C.N.T.E.E. Transelectrica S.A. Bucharest, Infinity Capital Investments S.A. voted at the GMSs of 26.01.2023, 16.02.2023, 28.02.2023, 27.04.2023, 19.06.2023, 18.08.2023, 18.10.2023, 28.11.2023, 11.12.2023. The vote was "for" the items on the agenda. 10. In the case of the issuer Complex Hotelier Dâmbovița S.A. Târgoviște, Infinity Capital Investments S.A. voted at the GMSs of 17.02.2023, 26.04.2023, 12.06.2023. The votes cast were "for" on the items on the agenda. 11. In the case of issuer Construcții Feroviare Craiova S.A. Craiova, Infinity Capital Investments S.A. voted at the GMSs of 14.02.2023 and 19.04.2023. The vote cast was "for" on the items on the agenda. 12. In the case of issuer Corealis S.A. Craiova, Infinity Capital Investments S.A. voted at the GMS on 10.05.2023. The vote cast was "against" on the items on the agenda.
Page 46 of 81 13. In the case of issuer Depozitarul Central S.A. București, Infinity Capital Investments S.A. voted at the GMSs of 09.10.2023, 10.04.2023 and 25.05.2023. The votes cast were "for" for the items on the agenda, except for the GSM of 25.05.2023, at which Infinity Capital Investments S.A. voted "against" for the items on the agenda concerning the distribution of the Company's profit for 2022, the approval of the remuneration due to the members of the Board of Directors and the approval of the Company's Income and Expenditure Budget for 2023. 14. In the case of issuer Elba S.A. Timisoara, Infinity Capital Investments S.A. voted at the GMS on 25.05.2023. The vote cast was "against" on the items on the agenda, except for the item on the approval of the power of attorney of the President of the Board of Directors, with the possibility of substitution, to act on behalf of the company in order to carry out all the necessary formalities related to the implementation of the adopted resolutions, as well as for the registration with the Trade Register Office and the publication with the competent authorities of the resolutions of the General Meeting of Shareholders. 15. In the case of issuer Electromagnetica S.A. Bucharest, Infinity Capital Investments S.A. voted at the GMS of 28.04.2023. The vote cast was "for" on the items on the agenda, except for item 7 regarding the 2023 Expenditure and Revenue Budget, where the vote was "against". At the GMS of 03.07.2023 the vote was "against" on points 1, 2, 3 and 6 and "For" on the other points. At the OGMS of 03.07.2023 the vote was "against" on items OA1, OB1, 3A and 10 and "for" on the other items. 16. In the case of issuer Flaros S.A. Bucharest, Infinity Capital Investments S.A. voted at the GMSs of 02.02.2023, 13.04.2023 and 01.09.2023. The vote cast was "for" on the items on the agenda. 17. In the case of Gemina Tour S.A. Râmnicu Vâlcea, Infinity Capital Investments S.A. voted at the GMSs of 14.02.2023 and 25.04.2023. The vote cast was "for" on the items on the agenda. 18. In the case of issuer Gravity Capital Investments S.A. Bucharest, Infinity Capital Investments S.A. voted at the GMSs of 12.05.2023 and 17.10.2023. The vote cast was "for" on the items on the agenda. 19. In the case of issuer Iamu Blaj S.A., Infinity Capital Investments S.A. voted at the GMSs of 07.04.2023 and 28.04.2023. The vote cast was "for" on the items on the agenda. 20. In the case of issuer Lactate Natura S.A. Târgoviște, Infinity Capital Investments S.A. voted at the GMSs of 07.02.2023, 26.04.2023, 30.08.2023, 29.11.2023. The vote cast was "for" on the items on the agenda. 21. In the case of issuer Mercur S.A. Craiova, Infinity Capital Investments S.A. voted at the GMSs of 20.02.2023 and 19.04.2023. The vote cast was "for" on the items on the agenda. 22. In the case of issuer OMV Petrom S.A. Bucharest, Infinity Capital Investments S.A. voted at the GMSs of 26.04.2023 and 12.09.2023. The vote cast was "for" on the items on the agenda.
Page 47 of 81 23. In the case of issuer Provitas S.A. Bucharest, Infinity Capital Investments S.A. voted at the GMSs of 16.02.2023 and 19.05.2023. The vote cast was "for" on the items on the agenda. 24. In the case of issuer Relee Mediaș S.A., Infinity Capital Investments S.A. voted at the GMS on 26.04.2023. The vote cast was "for" on the items on the agenda. 25. In the case of issuer S.N.G.N. Romgaz S.A. Mediaș, Infinity Capital Investments S.A. voted at the GMSs of 20.02.2023, 27.02.2023, 14.03.2023, 20.04.2023, 26.04.2023, 10.05.2023, 30.05.2023, 27.07.2023, 11.09.2023, 20.09.2023, 25.10.2023, 27.11.2023, 18.12.2023. The vote was "for" on the items on the agenda. 26. In the case of issuer Șantierul Naval Orșova, Infinity Capital Investments S.A. voted at the GMSs of 20.04.2023, 29.05.2023, 17.07.2023. The vote cast was "for" on the items on the agenda. 27. In the case of issuer Lion Capital S.A., Infinity Capital Investments S.A. voted at the GMSs of 23.02.2023, 28.04.2023 and 26.10.2023. The vote cast was "for" on the items on the agenda, with the exception of item 4 on the agenda of the GSM of 28.04.2023, concerning the distribution of profits, where the vote was "against" on version 2. 28. In the case of issuer S.I.F. Muntenia S.A. Bucharest, Infinity Capital Investments S.A. voted at the GMSs of 28.04.2023, 21.06.2023 and 25.10.2023. The vote cast was "for" on the items on the agenda. 29. In the case of issuer Sinterom S.A. Cluj-Napoca, Infinity Capital Investments S.A. voted at the GMSs of 28.04.2023 and 30.06.2023. The vote cast was "against" on the items on the agenda. 30. In the case of issuer S.N.T.G.N. Transgaz S.A. Mediaș, Infinity Capital Investments S.A. voted at the GMSs on 11.01.2023, 16.02.2023, 12.04.2023, 26.04.2023, 14.06.2023, 30.08.2023, 20.09.2023, 11.10.2023, 15.11.2023, 20.12.2023. The vote was "for" on the items on the agenda. 31. In the case of issuer Turism Lotus Felix S.A., Infinity Capital Investments S.A. voted at the GMS on 21.04.2023. The vote cast was "for" on the items on the agenda. 32. In the case of issuer Turism Pucioasa S.A., Infinity Capital Investments S.A. voted at the GMS on 26.04.2023. The vote cast was "for" on the items on the agenda. 33. In the case of issuer Tușnad S.A. Băile Tușnad, Infinity Capital Investments S.A. voted in the GMS of 13.04.2023. The vote cast was "for" on the items on the agenda. 34. In the case of issuer Univers S.A. Râmnicu Vâlcea, Infinity Capital Investments S.A. voted in the GMSs of 14.02.2023 and 25.04.2023. The vote cast was "for" on the items on the agenda. 35. In the case of issuer Voltalim S.A. Craiova, Infinity Capital Investments S.A. voted at the GMS on 25.05.2023. The vote cast was "for" on the items on the agenda. Voting at the General Meetings of the issuers in the Infinity portfolio is carried out based on the analysis of the substantiation of the votes for the items on the agenda of the meetings, carried out by the Portfolio Department and approved by the company's Senior Management.
Page 48 of 81 7. Other important events During 2023, the main events in the activity of Infinity Capital Investments S.A. were: Publication of preliminary financial results at 31 December 2022 On February 28, 2023, the Company published its preliminary financial results at December 31, 2022, which were made available to investors via the BSE website and the Company's website www.infinitycapital.ro, Investor Information section. Enterprises regarding the sale of the stake held in RELEE S.A. Mediaș By current report no. 2784/28.02.2023, Infinity Capital Investments S.A. informed investors and shareholders that it had initiated the necessary steps for the sale of the 11.464% stake held in the share capital of Relee S.A. Mediaș (RELE), by the "special order sale" method on the special offers and operations market administered by the BSE. By current report no. 11362/15.11.2023, Infinity Capital Investments S.A. informed investors and shareholders of the sale of 62,080 Relee S.A. shares at a price of 8.00 lei/share. Calling the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders of 27 April 2023 Agenda for the OGMS: 1. Election of the meeting secretariat consisting of 2 members, namely Mrs. Cimpoeru Ana - Internal Auditor and Mrs. Teodora Negoiță Costin, with the identification data available at the company's office, Mrs. Teodora Negoiță Costin being elected as the meeting secretary who will draw up the minutes of the meeting. The proposed persons are shareholders of S.I.F. Oltenia S.A. 2. Appointment of notary public Balaci Eugen and/or Popa Daniela-Maria from Professional Partnership of Notaries Balaci Eugen from Craiova, Dolj County, to supervise, at the company’s expense, the operations carried out by the meeting secretaries, in accordance with the provisions of Article 129 para. (3) of Law no. 31/1990 (R). 3. Election of the committee for counting the votes cast by shareholders on the agenda items for the Ordinary General Meeting of Shareholders, composed of three members, namely Mrs. Vlăduțoaia Valentina, Mrs. Bălan Viorica and Mrs. Țalea Mihaela, with identification data available at the company's headquarters. The proposed persons are shareholders of S.I.F. Oltenia S.A. 4. Presentation and approval of the separate and consolidated financial statements of S.I.F. Oltenia S.A. at 31.12.2022, prepared in accordance with Rule no. 39/2015 for the approval of the Accounting Regulations in accordance with the International Financial Reporting Standards, applicable to entities authorized, regulated and supervised by the Financial Supervision Authority in the financial instruments and investments sector, as well as the Investor Compensation Fund, based on the Reports of the Board of Directors and the Financial Auditor.
Page 49 of 81 5. Approval of the net profit distribution for the financial year 2022 in the amount of 164,808,485 lei, to Other reserves, for own sources, in order to support future investments, as proposed by the Board of Directors. 6. Approval of the administrators’ discharge of management for the work carried out in financial year 2022, corresponding to the duration of the mandate held: a. Sorin-Iulian Cioacă (period 01.01.2022 - 31.12.2022); b. Mihai Trifu (period 01.01.2022 - 31.12.2022); c. Codrin Matei (period 01.01.2022 - 31.12.2022); d. Mihai Zoescu (period 01.01.2022 - 31.12.2022); e. Andreea Cosmănescu (period 01.01.2022 - 28.04.2022 and period 18.05.2022 - 31.12.2022). 7. Presentation and approval of the Revenue and Expenditure Budget for 2023 and the Strategy for 2023. 8. Presentation and approval of the Annual Remuneration Report of the S.I.F. Oltenia S.A. managers for financial year 2022. 9. Approval of 14.07.2023 as the record date (ex-date 13.07.2023), in accordance with the applicable legal provisions, for the determination of the shareholders to whom the effects of the resolutions adopted shall be binding upon. Agenda of the EGMS: 1. Election of the meeting secretariat consisting of 2 members, namely Mrs. Cimpoeru Ana - Internal Auditor and Mrs. Teodora Negoiță Costin, with identification data available at the company's headquarters, Mrs. Teodora Negoiță Costin being elected as the meeting secretary, who will draw up the minutes of the meeting. The proposed persons are shareholders of S.I.F. Oltenia S.A. 2. Appointment of notary public Balaci Eugen and/or Popa Daniela-Maria from the Professional Notarial Society Balaci Eugen from Craiova, Dolj County, to supervise, at the company’s expense, the operations carried out by the meeting secretaries, in accordance with the provisions of Article 129 paragraph (3) of Law no. 31/1990 (R). 3. Election of the committee for counting the votes cast by shareholders on the agenda items of the Extraordinary General Meeting of Shareholders, composed of three members, namely Mrs. Vlăduțoaia Valentina, Mrs. Bălan Viorica and Mrs. Țalea Mihaela, with identification data available at the company's headquarters. The proposed persons are shareholders of S.I.F. Oltenia S.A. 4. Approval of the subscribed share capital reduction for Societatea de Investitii Financiara Oltenia S.A. from RON 50,000,000 to RON 47,500,000, by cancelling a number of 25,000,000 own shares acquired by the Company as a result of the public offering for the purchase of own shares in the period 08.06.2022-22.06.2022, applying the buyback programme approved by the General Meeting of Shareholders.
Page 50 of 81 5. Approval of the company name change from "Societatea de Investiții Financiare Oltenia S.A." to "Infinity Capital Investments S.A." and approval of the corresponding amendment to Article 1 para. (1) of the Company's Articles of Association, which shall read as follows: "The name of the Company shall be Infinity Capital Investments S.A.". 6. Approval of the amendment of the company's Articles of Association as follows: Art. 1 shall be amended and completed and shall read as follows, with the renumbering of the paragraphs, as follows: Art. 1 Name, legal form (1) The name of the company shall be Infinity Capital Investments S.A. (2) Legal form: the Company is established as a Romanian private law legal person , organized as a joint-stock company, classified according to the applicable regulations as a closed-end Alternative Investment Fund (AIF) intended for retail investors, falling within the category of diversified and self-managed funds. The company is authorised by the Financial Supervisory Authority as an Alternative Investment Fund Manager and Retail Investor Alternative Investment Fund (RIAIF). (3) Operation of the company: the company is authorised by the Financial Supervisory Authority and operates in accordance with: - legal regulations on companies; -regulations on companies whose shares are admitted to trading on a regulated market; -legal provisions on companies with legal personality; -legislation governing the activity of the RIAIF/AIF; -the Articles of Association; -internal regulations. Article 2 paragraph 3 shall be amended and shall read as follows: Article 2 Registered office and duration of the company (3) The duration of operation of the company shall be 99 years. Article 4 paragraph 1 shall be amended and shall read as follows: Art. 4 Share capital (1) The subscribed and paid-up share capital shall be 47,500,000 lei. Article 5(1) and (5) shall be amended as follows: Art. 5 Shares (1) The share capital shall be divided into 475,000,000 shares with a nominal value of 0.1 lei each.
Page 51 of 81 (5) The bought-back shares may be used for the purpose of reducing the share capital, stabilizing the share price on the capital market and/or for the remuneration of the members of the Board of Directors, Senior Management and employees of the company under a Stock Option Plan (SOP) in compliance with the specific legislation and regulations on sound remuneration policies. Article 6 shall be amended by deleting paragraphs 1 and 2 and shall read as follows, with the renumbering of the paragraphs: Art. 6 Shareholders (1) Any person who acquires shares issued by the company by lawful means may become a shareholder. (2) The reference date for identifying shareholders entitled to participate and vote in general meetings and the record date for determining shareholders entitled to receive dividends and on whom the effects of the resolutions of general meetings shall be binding shall be established in accordance with the applicable legal regulations in force. (3) The records of shares and shareholders shall be kept in accordance with the legal provisions by Depozitarul Central S.A. (4) The status of company shareholder shall be evidenced by a statement of account issued by the entity that keeps, according to the law, the record of shares and shareholders. Persons who have shares issued by Infinity Capital Investments S.A. registered in their account shall be presumed to be their owners. Art. 7 paragraph 4 letter a shall be amended and completed and shall read as follows: Art. 7 General Meeting of Shareholders (4) The Extraordinary General Meeting shall meet whenever it is necessary to take a resolution for: a) changing the legal form of the company and/or changing the form of management by appointing an external alternative investment fund manager in accordance with the law; Article 7 paragraph 13 shall be amended and completed and shall read as follows: Art. 7 General Meeting of Shareholders (13) Each share carries one vote, except as limited by the Articles of Association or by legal regulations and provisions. The company must establish, for each resolution, at least the number of shares for which valid votes have been cast, the proportion of the share capital represented by those votes, the total number of valid votes cast and the number of votes cast "for" and "against" each resolution and, if applicable, the number of abstentions. The "abstention" of a shareholder with respect to items on the agenda of a general meeting of shareholders of Infinity Capital Investments S.A. shall represent a vote cast.
Page 52 of 81 The notice convening the general meeting of the company's shareholders shall include a statement that the abstention qualifies as a vote cast. Article 8 paragraph 6 shall be amended and completed and shall read as follows: Art. 8 Board of Directors (6) The directors shall be remunerated for the work performed, the monthly remuneration and other rights due to the directors shall be determined by resolutions of the Ordinary General Meeting of Shareholders of the company. The directors' remuneration consists of a fixed monthly allowance and a variable component. The general limits of the variable remuneration are set by resolutions of the Ordinary General Meeting of Shareholders of the company. The variable remuneration may be granted either in cash or through the allocation of financial instruments and/or derivatives (shares, options granted under the Stock Option Plan programmes, etc.). The variable remuneration may be granted to members of the Board of Directors, members of Senior Management and employees of the company, within the general limits approved by the General Meeting of Shareholders, subject to the achievement of the net profit indicator and the approval of the annual financial statements by the General Meeting of Shareholders. The fund for granting variable remuneration for the achievement of the net profit performance indicator shall be determined and recorded as a provision, so that the achievement of the net profit set by the Income and Expenditure Budget is not jeopardised. Payment of variable remuneration shall be made after approval of the annual financial statements. In the case of instruments granted under the Stock Option Plan programmes for directors and executives, the allocation criteria shall be established in accordance with the specific legislation as well as the provisions of the Articles of Association and the management and mandate contracts, and for employees, the Board of Directors establishes the eligibility criteria for SOP beneficiaries, the number of instruments to be granted to each category of beneficiaries, in accordance with the provisions of the specific legislation on sound remuneration policies, as well as the SOP implementation mechanisms. Article 8 paragraph 13 shall be amended and completed and shall read as follows: (13) The Board of Directors shall meet at the registered office of the company or at another place determined by notice, and meetings shall be convened and held in compliance with the applicable legal provisions and in accordance with the Internal Regulations of the Board of Directors. Participation in the meetings of the Board of Directors may also take place by means of remote communication: teleconference; videoconference; internet or intranet conference, etc. Members of the Board of Directors may be represented at Board meetings by other members on the basis of a proxy. A member of the Board may represent only one other member at a meeting.
Page 53 of 81 The proxy shall be sent to the secretariat before the beginning of the meeting. In urgent circumstances or if it is impossible for the directors to attend the meeting, the President of the Board may decide to hold the meeting and to transmit the vote by electronic means, in accordance with the procedure laid down in the Rules of Procedure of the Board of Directors. Art. 8 paragraph 16 letter k and letter l shall be amended and shall read as follows: Art. 8 Board of Directors (16) The Board of Directors shall have the following basic powers: ............................................................................................................ k) acts of acquisition, disposal, exchange or pledging of assets such as fixed assets of the company, including securities or other financial instruments, the value of which exceeds, individually or cumulatively, during a financial year, 20% of the total non-current assets, less receivables, shall be concluded by the directors or managers of the company, only after prior approval by the Extraordinary General Meeting of Shareholders, according to Article 91 (1) of Law no. 24/2017, or any legal provisions in force at the date of drawing up the acts. l) leases of tangible assets, for a period exceeding one year, whose individual or cumulative value with respect to the same co-contractor or persons involved or acting in concert exceeds 20% of the total value of the non-current assets, less receivables at the date of conclusion of the legal act, as well as joint ventures for a period exceeding one year, exceeding the same value, shall be approved in advance by the Extraordinary General Meeting of Shareholders in accordance with Article 91 (2) of Law no. 24/2017, or any legal provisions in force at the date of drawing up the acts. Article 14 shall be amended and completed and shall read as follows: Art. 14 Loans The Company may borrow or lend funds on a temporary basis, subject to compliance with applicable laws and regulations. 7. Approve the implementation of a Stock Option Plan, the objective of which is to grant option rights for the acquisition of shares free of charge by directors, executives, employees, in order to retain, maintain and motivate them, as well as to reward them for their work within the Company. The programme shall take place under the following conditions: (a) Under the Stock Option Plan, option rights shall be granted for a maximum of 2,000,000 shares, allocated to directors, officers, employees. (b) In the case of option rights granted to directors, officers, employees of the Company, the option right may be exercised after a period established by the decision of the Board of Directors to implement the Stock Option Plan. (c) Directors, officers, and employees of the Company may participate in the Stock Option Plan according to performance criteria established by the Board of Directors.
Page 54 of 81 (d) The Board of Directors shall be empowered to take all necessary actions and complete all formalities required for the approval and implementation of the Stock Option Plan, such as, but not limited to: (i) determination of the criteria on the basis of which option rights will be granted to the Company's personnel; (ii) determination of the positions in the organization chart, as well as in the structure of the Board of Directors, for which the Stock Option Plan will be applicable; (iii) the period between the date of granting the option right and the date of exercising the option right; (iv) the conditions for the exercise of the option right and, implicitly, for the acquisition of shares; (v) the period within which the holder of the option right must exercise their option right; (vi) the preparation and publication of information documents in accordance with the law, etc. (e) The implementation shall be carried out by the Board of Directors of the Company, in compliance with the Resolution of the Extraordinary General Meeting of Shareholders, and/or with the assistance of a specialised consultant. (f) The implementation of the programmes shall be carried out in compliance with the legal obligations to draw up and publish disclosure documents in accordance with the law and the applicable FSA regulations. 8. Approve the implementation of a share buyback programme by the Company, in compliance with the applicable legal provisions and having the following main characteristics: (i) Purpose of the Programme: the Company shall repurchase shares under the Programme for distribution free of charge to the directors, officers, employees of the Company for the purpose of retaining them and rewarding them for their work with the Company in accordance with performance criteria to be determined by the Board of Directors. (ii) Maximum number of shares which may be repurchased: not more than 2,000,000 shares; (iii) Minimum price per share: 0.1 lei; (iv) Maximum price per share: 4.45 lei; (v) Duration of the programme: maximum 18 months from the date of registration in the trade register; (vi) Payment for shares acquired under the programme shall be made from the distributable profits or available reserves of the company as shown in the last approved annual financial statements, excluding legal reserves, as per the 2021 financial statements, in accordance with the provisions of Article 1031 letter d) of Companies Law No. 31/1990. 9. Approve the mandate of the Senior Management of S.I.F. Oltenia S.A. to carry out, in compliance with the legal requirements, the share buyback programme, including but not limited to, the determination of the method of acquisition of its own shares. 10. Approve the authorization of the President/CEO of S.I.F. Oltenia S.A. to sign the resolutions of the Extraordinary General Meeting of Shareholders, the amended and updated form of the articles of association and any other related documents, to represent the company and to carry out all the acts and formalities for the publication, registration and
Page 55 of 81 implementation of the resolutions adopted by the Extraordinary General Meeting of Shareholders at the Trade Register Office, the Financial Supervisory Authority, Depozitarul Central S.A. and with any other authorities, including, but not limited to, changing the name, drawing up, signing and submitting all documents for this purpose, changing any other identifying elements of the company, if necessary (e.g.: changing the graphic appearance of the logo, brand, stock exchange symbol, and any other such distinctive elements), carrying out any and all formalities necessary, before any competent authority, for the implementation of the resolutions adopted by the Extraordinary General Meeting of Shareholders. 11. Approve 14.07.2023 as the record date (former date 13.07.2023), in accordance with the applicable legal provisions, for determining the shareholders on whom the effects of the adopted resolutions shall be binding. Steps regarding the sale of the stake held in ELBA S.A. Timișoara By current report no. 3670/27.02.2023, Infinity Capital Investments S.A. informed investors and shareholders that it has initiated the necessary steps for the sale of the 2.37% stake held in the share capital of Elba S.A., according to the AON (all or nothing) principle, valid from 27 March 2023. By taking steps throughout 2023, Infinity Capital Investments S.A. gradually reduced the price of the sale offer and ensured appropriate advertising by publishing advertisements in newspapers in the administrative-territorial area of the issuer. At 31.12.2023, the steps for the sale of the Elba S.A. share package were in progress. Steps regarding the sale of the stake held in TURISM FELIX S.A. Băile Felix (TUFE) By current report no. 3677/28.03.2023, Infinity Capital Investments S.A. informed investors and shareholders that it has initiated the necessary steps for the sale of the 29.27% stake held in the share capital of Turism Felix S.A. Băile Felix (TUFE), by means of the "special order sale" method on the market of offers and special operations administered by the BSE. By current report no. 3855/30.03.2023, Infinity Capital Investments S.A. informed investors and shareholders of the sale of 143,752,429 shares of Turism Felix S.A. Băile Felix (TUFE), at the price of 0.310 lei lei/share, by the "special sale order" method on the market of offers and special operations administered by B.V.B.. Steps regarding the sale of the stake held in TUȘNAD S.A. BĂILE TUȘNAD (TSND) By current report no. 4352/11.04.2023, Infinity Capital Investments S.A. informed investors and shareholders of the initiation of the necessary steps for the sale of the 8.57% stake held in the share capital of TUȘNAD S.A. BĂILE TUȘNAD, by the "special sale order" method on the market of offers and special operations managed by B.V.B. By current report no. 11185/09.11.2023, Infinity Capital Investments S.A. informed investors and shareholders of the sale of 25,861,924 shares issued by Tușnad S.A. Băile Tușnad (representing 8.57% of the share capital of the issuer), at the price of 0.05 lei/share, by the "special sale order" method on the market of offers and special operations administered by the BSE, the related transactions being carried out on 8.11.2023. Steps regarding the sale of the stake held in SINTEROM S.A. Cluj
Page 56 of 81 By current report no. 4589/19.04.2023, Infinity Capital Investments S.A. informed investors and shareholders that it had initiated the necessary steps for the sale of the 23.18% stake held in the share capital of Sinterom S.A. Cluj, by means of the "special sale order" method on the market of offers and special operations administered by the BSE. By the end of the third quarter of 2023, Infinity Capital Investments S.A. gradually reduced the price of the sale offer. By current report no. 9916/04.10.2023, Infinity Capital Investments S.A. informed investors and shareholders of the sale of 1,555,509 shares issued by Sinterom S.A. Cluj Napoca, market symbol SIRM (representing 23.18% of the share capital of the issuer), at the price of 4.75 Iei/share by the "special sale order" method on the market of offers and special operations administered by the BSE, the related transactions being carried out on 03.10.2023. The decisions of the OGMS and EGMS of 27.04.2023 The shareholders of Infinity Capital Investments S.A. approved all the items on the agenda of both the Ordinary General Meeting and the Extraordinary Meeting of Shareholders. Publication of the Annual Report at individual and consolidated level for financial year 2022 As of 27 April 2023, the Company made available to shareholders and investors, in electronic format on its website, the BSE website and at its registered office, the separate and consolidated Annual Report for financial year 2022, documents approved in the AGM of 27.04.2023. Publication of the Quarterly Report on 31.03.2023 As of 15 May 2023, the Company has made available to shareholders and investors, in electronic format on its website, the BSE website and at its registered office, the Quarterly Report as of 31.03.2023. Steps regarding the sale of the stake held in IAMU S.A. Blaj By current report 5544/15.05.2023, Infinity Capital Investments S.A. informed investors and shareholders that as of 16.05.2023 it is offering for sale the 1,884.289 IAMU shares at a price of 12.00 lei/share by the "special sale order" method, the order being of the AON (all or nothing) type. Following the steps taken, Infinity Capital Investments S.A. sold, on 14.07.2023, the package of 1,884,289 IAMU shares at a price of 10 lei/share. Steps regarding the sale of the stake held in Turism Lotus Felix S.A. Băile Felix By current report no. 5990/29.05.2023, Infinity Capital Investments S.A. announced to investors and shareholders the sale of the Turism Lotus Felix S.A. shareholding by tender as of 21.06.2023. Following the successful completion of the tender on 03.08.2023, Infinity Capital Investments S.A. signed the sale-purchase contract on 08.08.2023 for the sale of the Turism Lotus Felix S.A. share package for the amount of 9,044,355 lei, which was received in full on the date of signing the contract.
Page 57 of 81 FSA authorisations Nos. 79 and 80 dated 16.06.2023 By Authorization No. 79/16.06.2023, the Financial Supervisory Authority authorized the changes in the organization and functioning of the company, following the change of the company name from ”Societatea de Investiții Financiare Oltenia S.A." to “Infinity Capital Investments S.A.", in accordance with Resolution no. 5 of the Extraordinary General Meeting of Shareholders of 27.04.2023. Also, by Authorisation No. 80/16.06.2023, the Financial Supervisory Authority authorised the amendments to the significant conditions on which the company's authorisation was based, as a result of amendments to the company's Articles of Association, in accordance with Resolution No. 6 of the A.G.E.A. of 27.04.2023, with the exception of the amendments provided for in Article 4 para. (1), Article 5 para. (1) and Article 8 para. (6) item 3 newly inserted. Steps regarding the sale of assets held by INFINITY CAPITAL INVESTMENTS S.A. By current report no. 7889/27.07.2023, Infinity Capital Investments S.A. informed investors and shareholders that it is organizing, on 09.08.2023 at 13:00, at the address in Craiova, str. Tufănele nr. 1, Dolj county, an open competitive tender for the sale of the asset owned by the Company, including buildings and land, located in Târgoviște, Bulevardul Carol I nr. 20, Dâmbovița county. During the open outcry tender held on 09.08.2023, the asset owned by the Company in Târgoviște, Bulevardul Carol I nr. 20, Dâmbovița county, was sold for 875,000 lei. On 21.08.2023, the sale-purchase contract was concluded for the asset in Targoviste, Bulevardul Carol I nr. 20, Dâmbovița county, for the amount of 875,000 lei, which was fully cashed on that date. Publication of the half-year report on 30.06.2023 As of 16.08.2023, the Company has made available to shareholders and investors, in electronic format on its website, the BSE website and at its registered office, the Half-Year Report at 30.06.2023. Acquisition of shares issued by Flaros S.A. By current report no. 8899/04.09.2023, Infinity Capital Investments S.A. informed shareholders and investors that on 01.09.2023, it acquired 147,367 shares issued by Flaros S.A., representing 9.6865% of the share capital of the issuer, the value of the transaction being 9,210,437.50 lei. Acquisition of shares issued by Electromagnetica S.A. By current report no. 9425/22.09.2023, Infinity Capital Investments S.A. informed investors and shareholders that on 22.09.2023, it acquired 60,348,576 shares in the issuer Electromagnetica S.A. (8.927% of the share capital of the issuer) for which it paid the amount of 10,922,994.86 lei. Publication of the consolidated half-yearly report at 30.06.2023 As of 26.09.2023, the Company has made available to shareholders and investors, in electronic format on its website, the BSE website and at its registered office, the consolidated half-year report at 30.06.2023.
Page 58 of 81 Steps on the sale of Corealis S.A. shares By current report no. 9520/26.09.2023, Infinity Capital Investments S.A. informed investors and shareholders that it is organizing a Dutch open outcry tender for the sale of the 11.42% stake held by Infinity Capital Investments S.A. in Corealis S.A., i.e. 655,757 shares at the minimum starting price of 3,606,633.50 lei. During the Dutch open outcry tender held on 25.10.2023, the 11.42% stake in the share capital held by Infinity Capital Investments S.A. in Corealis S.A. Craiova, i.e. 655,757 shares, was sold at the price of 1,600,047.08 lei for the entire share package. On 26.10.2023, it concluded the sale-purchase agreement of the 11.42% stake in the share capital of Corealis S.A. for the amount of RON 1,600,047.08, which is fully received on the present date. Subscription to the share capital increase of Gravity Capital Investments S.A. By current report no. 10494/18.10.2023, Infinity Capital Investments S.A. informed investors and shareholders of its participation, on 18.10.2023, in the share capital increase of subsidiary Gravity Capital Investments S.A., by subscribing 2,250,000 shares, with a nominal value of 10 lei/share, for which it paid the amount of 22,500,000 lei. The capital increase was carried out in order to obtain liquidity to support Gravity Capital Investments S.A.'s investment programme. Acquisition of a property by Gravity Real Estate One S.R.L. Infinity Capital Investments S.A. informed investors and shareholders, through current report no. 10569/20.10.2023, that Gravity Real Estate One S.R.L. (indirectly controlled by Gravity Capital Investments S.A. and a subsidiary of Infinity Capital Investments S.A. group) concluded, on 19.10.2023, a sale-purchase contract for a building located in Bucharest, Street Daniel Danielopolu, no. 2, Sector 1, consisting of land with an area of 955 sq.m. and a building of type S+P+4E+Eth, with a developed area of 2,585 sq.m.. The purchase price was EUR 4,100,000 and was paid in full at the date of the purchase contract. This acquisition is part of the investment/disinvestment activities of Infinity Capital Investments S.A. carried out with the aim of increasing the long-term value of the portfolio, strictly complies with the relevant legal provisions and falls within the permitted investments provided for by the regulatory framework in force. Approval of the mandatory takeover public offering document for Electromagnetica S.A. Bucharest By current report no. 10679/24.10.2023, Infinity Capital Investments S.A. informed investors and shareholders that the Financial Supervisory Authority issued Decision no. 1.098/24.10.2023, approving the mandatory takeover public offering document for the shares issued by Electromagnetica S.A. (market symbol ELMA) initiated by Infinity Capital Investments S.A., in accordance with the provisions of Article 39, para. 1 of Law no. 24/2017 on issuers of financial instruments and market operations. The offering took place from 01.11.2023 to 14.11.2023 and 191,735,217 ELMA shares were subscribed and purchased, at the unit price of 0.1810 lei/share.
Page 59 of 81 Steps regarding the sale of the stake held in Șantierul Naval Orșova S.A. By current report no. 11375/15.11.2023, Infinity Capital Investments S.A. informed investors and shareholders of the sale of 3,200,337 SNO shares at a price of 5.10 lei/share. Steps regarding the sale of the stake held in Biroul de Investiții Regional Oltenia IFN S.A. By current report no. 12583/18.12.2023, Infinity Capital Investments S.A. informed investors and shareholders about the organization of an open competitive tender for the sale of the 19.454% stake in the share capital held by Infinity Capital Investments S.A. in Biroul de Investiții Regional Oltenia IFN S.A., i.e. 272,411 shares, at the minimum starting price of 2,724,110 lei. At 31.12.2023, the sale of the stake of Biroul de Investiții Regional Oltenia IFN S.A. was in progress. • Change of stock symbol from SIF5 to INFINITY On December 11, 2023, Infinity Capital Investments S.A. changed its trading symbol from SIF5 to INFINITY, under which the company's shares are traded on the Bucharest Stock Exchange. Events after 31 December 2023 Steps regarding the sale of the stake in Complex Hotelier Dâmbovița S.A. Infinity Capital Investments S.A. organized three rounds of open competitive tender on 31.01.2024, 07.02.2024 and 14.02.2024, for the sale of the 99.9998% stake in the share capital, owned by Infinity Capital Investments S.A. in Complex Hotelier Dâmbovița S.A., namely 1,754,221 shares, at the minimum starting price of 20,000,000 lei. For the three bidding rounds, no offers were submitted. Infinity Capital Investments S.A. reduced the selling price of the share package to the value of 18,000,000 lei and organized an open competitive tender on 29.02.2024, 06.03.2024 and 13.03.2024, at which no offers were submitted. As a result of the lack of interest from some potential investors, Infinity Capital Investments S.A. continued the steps by reducing the sale value of the package to the minimum price of 16,000,000 lei and organizing new tender rounds on 20.03.2024 and 27.03.2024. Steps regarding the sale of the stake in Biroul de Investiții Regional Oltenia IFN S.A. Through current report no. 433/17.01.2024, Infinity Capital Investments S.A. informed investors and shareholders that, for the auction round dated 17.01.2024 related to the sale of 272,411 shares of issuer Biroul de Investiții Regional Oltenia IFN S.A., no offers were submitted. As a result of the lack of interest from some potential investors, Infinity Capital Investments S.A. reduced the sale price of the stake and established three new rounds of open competitive outcry tenders on 29.02.2024, 07.03.2024 and 14.03.2024 (for which no offers have been submitted). • Steps regarding the sale of the share package Univers S.A. Rm. Vâlcea Through current report no. 2077/05.03.2024 Infinity Capital Investments S.A. informed investors and shareholders of the sale of the 73.7494% stake held in the share capital of Univers S.A. Rm. Vâlcea (UNVR), through the "special sale order" method on the special offers
Page 60 of 81 and operations market administered by the BSE, on 03.04.2024. The value of the transaction was 50.8 million lei. • Publication of interim financial statements at 31.12.2023 Through current report no. 1899/28.02.2024, according to the financial communication calendar for 2024, Infinity Capital Investments S.A. presented the interim separate financial results for 2023, not audited by the external financial auditor. • Information regarding the offering of shares to administrators, directors and employees of the company and the implementation of the buyback program In the meeting of the Board of Directors of the company on 13.03.2024, it was approved to offer free of charge a number of 1,937,888 shares to administrators, directors and employees of the company, as part of a "Stock Option Plan", according to decisions no. 7 and 8 approved by the Extraordinary General Meeting of the Company's Shareholders, dated April 27, 2023. The macroeconomic impact on the company's operations and business continuity In 2023, the capital market saw significant growth, after a challenging and uncertain 2022. Macro-economic risks also eased further during 2023, despite continued substantial uncertainties in the financial sector, high inflation and ongoing geo-political conflicts. At the company level, developments in the financial market are constantly monitored to identify possible events that could have an impact on the company's business. Macroeconomic uncertainty is still present, influenced by geopolitical conflict, high inflation and tight monetary policy. These factors can have a significant impact on the Romanian economy and consequently on the company's portfolio companies. The company's Board of Directors is aware that economic developments both globally and locally may influence the company's future business and may have an impact on the company's future results. Management continuously monitors the risks and uncertainties present and implements measures to ensure that the business continues to operate in optimal conditions. During 2023, shareholder and investor information was conducted as normal, with the company communicating relevant information and events about the company through current and periodic reports and/or updates to the company's website. 8. Economic and financial results and situation of assets The separate financial statements have been prepared by the company in accordance with International Financial Reporting Standards as adopted by the European Union (EU). The company has prepared the separate IFRS financial statements to meet the requirements of Rule 39/2015 for the approval of Accounting Regulations in accordance with International Financial Reporting Standards applicable to entities authorised, regulated and supervised by the Financial Supervisory Authority in the financial instruments and investments sector.
Page 61 of 81 Within the meaning of Rule No. 39/2015, International Financial Reporting Standards, hereinafter referred to as IFRS, are standards adopted in accordance with the procedure laid down in Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards, as amended. The reporting currency of the financial results is the Leu. Separate statement of financial position for the year ended 31 December 2023 In lei December 31 2023 December 31 2022 Variation 31.12.2023 vs. 31.12.2022 Assets Cash and cash equivalents 69,096,362 2,241,614 N/A* Deposits from banks 0 12,881,011 N/A* Financial assets at fair value through profit or loss 6,621,169 4,475,075 47.96% Financial assets at fair value through other comprehensive income 2.910,615,793 2,193,709,763 32.68% Bonds at depreciated cost 1,122,927 2,927,744 -61.65% Other financial assets at amortized cost 85,363 0 Other assets 640,242 1,732,250 -63.04% Investment property 1,100,816 0 Property, plant and equipment 11,358,311 12,400,450 -8.40% Intangible assets 20,621 0 Total assets 3,000,661,604 2,230,367,907 34.54% Liabilities Dividends payable 48,747,231 49,300,619 -1.12% Current profit tax liabilities (19,416) (93,891) -79.32% Financial liabilities at amortised cost 962,238 2,096,313 -54.10% Deferred profit tax liabilities 143,753,048 63,154,039 127.62% Other liabilities 10,048,725 10,314,900 -2.58% Total liabilities 203,491,826 124,771,980 63.09% Equity Share capital 50,000,000 50,000,000 0.00% Legal and statutory reserves 16,182,035 10,003,314 61.77% Retained earnings 807,055,775 885,081,368 -8.82% Reserves from revaluating property, plant and equipment 6,648,734 7,408,018 -10.25% Reserves from revaluating financial assets at fair value through other comprehensive income 1,178,464,764 572,907,170 105.70% Other reserves 802,191,243 643,561,019 24.65% Own shares (63,372,773) (63,364,962) 0.01% Total equity 2,797,169,778 2,105,595,927 32.84% Total liabilities and equity 3,000,661,604 2,230,367,907 34.54%
Page 62 of 81 *N/A – considering the short period of bank deposits (on average, 10 days), the deposits held at 31.12.2023 were included in the "cash and cash equivalents" category, which is why a comparison with the situation presented at 31.12.2022 cannot be done. At 31.12.2023, total assets amount to 3,000,661,604 lei, increasing by 34.54% compared to 12/31/2022 (2,230,367,907 lei). Within the assets, the financial assets valued at fair value through other comprehensive income are in amount of 2,910,615,793 lei (with an increase of 32.68% compared to the value of 2,193,709,763 lei, at 31.12.2022) and represent 97.00% of total assets, according to the nature of the company’s activity. At 31.12.2023, the company's liabilities amounted to 203,491,826 lei, an increase of 63.09% compared to the previous year (124,771,980 lei), mainly influenced by the evolution of the indicator regarding the deferred profit tax. At the end of the 2023 financial year, the company's equity amounts to 2,797,169,778 lei, up 32.84% compared to 2022, when it was 2,105,595,927 lei. This evolution is mainly due to the differences in the change in the fair value of financial assets valued at fair value through other comprehensive income which registered an increase of 105.70%. Separate statement of profit or loss and other comprehensive income for the year ended 31 December 2023 In lei 31 December 2023 31 December 2022 Variation 31.12.2023 vs. 31.12.2022 Income Gross dividend income 95,887,626 194,404,216 -50.68% Interest income 3,100,940 2,824,719 9.78% Other operating income 474,506 157,774 200.75% Expenses Net gain/(loss) on the revaluation of financial assets at fair value through profit or loss 1,159,994 (177,388) 753.93% Recovery of losses from the depreciation of financial assets 28,779 34,592 -16.80% Expenses with salaries, allowances and similar charges (16,566,665) (16,805,940) -1.42% Other operating expenses (8,799,681) (7,933,809) 10.91% Profit before tax 75,285,499 172,504,164 -56.36% Profit tax (7,618,205) (7,695,679) -1.01% Net profit for the financial year 67,667,294 164,808,485 -58.94% Other comprehensive income
Page 63 of 81 In lei 31 December 2023 31 December 2022 Variation 31.12.2023 vs. 31.12.2022 Increase/(Decrease) in revaluation reserve for property, plant and equipment, net of deferred tax - 86,687 -100% Gain/ net (loss) on the revaluation of equity instruments measured at fair value through other comprehensive income, net of deferred tax 622,403,511 (223,502,165) 382.66% Total other comprehensive income 622,403,511 (220,109,487) 382.77% Total comprehensive income for the financial year 690,070,805 (55,300,993) 1347.85% Basic and diluted earnings per share Net earnings per share 0.1425 0.3383 -57.88% Net earnings per share including gain on selling financial assets measured at fair value through other comprehensive income 0.1779 0.3988 -55.39% • Income from dividends at 31.12.2023, in amount of 95,887,626 lei, is down by 50.68% compared to the income recorded at 31.12.2022 (194,404,216 lei). Considering the volatile international context and the prudential recommendations of the National Committee for Macroprudential Supervision and the National Bank of Romania, the banking sector has decided not to propose to shareholders the distribution of dividends from the related profit for 2022, on the occasion of the general meetings of shareholders in April 2023. However, during the general meeting of shareholders on September 29, 2023, the shareholders of Banca Transilvania decided to distribute a gross dividend of 1.13 lei/share, the payment date of which is November 6, 2023. The dividends distributed by the banking sector in 2022 represented 66.16% of the total dividends received by Infinity Capital Investments S.A. in 2022. • The company's total expenses at 31.12.2023 (25,366,346 lei) are up by 1.80% compared to the same period of last year (24,917,137 lei) as a result of the increase in operating expenses. • The net profit of the reporting period is 67,667,294 lei, down 58.94% compared to 31.12.2022 (164,808,485 lei), this indicator being influenced by the dynamics of dividend income. • Other comprehensive income registered a significant increase as a result of the recording of the net gain from the revaluation of equity instruments measured at fair value through other comprehensive income (“FVTOCI”), net of deferred tax.
Page 64 of 81 The main economic and financial results at 31.12.2023: 31.12.2023 Expenditure and income budget 2023 31.12.2023 / Expenditure and income budget 2023 Total income 100,651,845 52,994,117 189.93% Total expenses 25,366,346 27,948,795 90.76% Profit before tax 75,285,499 25,045,322 300.60% Profit tax 7,618,205 4,448,064 171.27% Net profit of the reporting period 67,667,294 20,597,258 328.53% Infinity Capital Investments S.A. portfolio companies that distributed dividends during 2023 for the 2022 financial year are: In lei 31 December 2023 31 December 2022 O.M.V. PETROM S.A. 48,645,780 41,460,124 BANCA TRANSILVANIA S.A. 31,391,859 26,699,863 S.N.G.N. ROMGAZ S.A. 6,321,138 7,023,487 S.N.T.G.N. TRANSGAZ S.A. 2,725,083 3,605,869 C.N.T.E.E. TRANSELECTRICA S.A. 1,723,632 - COMPLEX HOTELIER DÂMBOVIȚA S.A. 1,590,888 - ANTIBIOTICE S.A. 1,564,452 570,020 ELECTROMAGNETICA S.A. 951,908 BURSA DE VALORI BUCUREȘTI S.A. 893,795 475,582 DEPOZITARUL CENTRAL S.A. 79,091 86,693 B.R.D.- GROUPE SOCIETE GENERALE S.A. 101,910,928 ALIMENTARA S.A. - 6,798,422 LION CAPITAL S.A. - 2,728,596 ȘANTIERUL NAVAL ORȘOVA S.A. - 1,696,179 IAMU S.A. - 1,289,229 ELBA S.A. - 59,224 TOTAL 95,887,626 194,404,216
Page 65 of 81 The separate statement of cash flows at 31.12.2023 In lei Item name Reporting period December 31, 2023 December 31, 2022 Cash flows from operating activities Net profit for the financial year 67,667,294 164,808,485 Adjustments for: Reversal of losses from the depreciation of financial assets (28,779) (34,592) Expenses related to the impairment of tangible and intangible assets 928,380 - Gain on sale of property, plant and equipment (402,559) - (Gain)/Loss on financial assets at fair value through profit or loss (1,159,994) 177,390 Dividend income (95,887,626) (194,404,216) Interest income (3,100,940) (2,824,719) Accruals/(Reversals) related to employee benefits (143,752) 3,917,681 Profit tax 7,618,205 7,695,679 Other adjustments (59,433) (18,855) Changes in operating assets and liabilities Payments for acquisitions of financial assets at fair value through profit or loss (986,100) - Payments for acquisitions of financial assets at fair value through other comprehensive income (117,100,001) (77,356,745) Proceeds from sales of financial assets at fair value through other comprehensive income 103,925,158 - Proceeds from return of capital (portfolio company) 1,403,377 - Proceeds from bonds 1,804.816 3,923,966 Changes in other assets (76,390) 590,281 Changes in other liabilities (968,602) (309,922) Dividends received 88,54,.195 185,201,708 Interest received 3,015,444 2,824,719 Profit tax paid on comprehensive income (791,577) (23,157,594) Net cash from operating activities 54,201,576 71,033,266 Investing activities Payments for purchases of tangible and intangible assets (394,562) (495,181) Proceeds from the sale of fixed assets and investment property 936,056 80,867 Net cash used in investing activities 541,494 (414,314) Financing activities Dividends paid (553,388) (10,748,367)
Page 66 of 81 In lei Item name Reporting period December 31, 2023 December 31, 2022 Own shares bought back (7,811) (63,300,000) Lease payments (255,885) - Interest paid related to leases (32,011) - Net cash used in financing activities (849,095) (74,048,367) Net increase/(decrease) in cash and cash equivalents 53,893,975 (3,429,415) Cash and cash equivalents at 1 January 15,116,891 18,546,306 Cash and cash equivalents at 31 December 69,010,866 15,116,891 Cash and cash equivalents include: In LEI 31 December 2023 31 December 2022 Cash at hand 1,302 1,628 Current accounts with banks 1,209,564 2,239,983 Deposits from banks 67,800,000 12,875,280 Cash and cash equivalents 69,010,866 15,116,891 Attached receivables 85,496 5,734 Total 69,096,362 15,122,622 Reconciliation of cash and cash equivalents to the balance sheet: In LEI December 31, 2023 December 31, 2022 Cash and cash equivalents 69,096,362 2,241,614 Deposits from banks - 12,881,011 Less receivables attached to bank deposits (85,496) (5,734) Cash and cash equivalents in the statement of cash flow s 69,010,866 15,116,891 9. Corporate governance Infinity Capital Investments S.A. is listed in the Premium category of the Bucharest Stock Exchange. The subscribed and paid-up share capital of the company is 50,000,000 lei. It is divided into 500,000,000 shares with a nominal value of 0.1 lei. The shares are ordinary, registered, of equal value, issued in dematerialised form and confer equal rights on their holders. The shares are indivisible, the company recognising only one representative for the exercise of rights arising from the holding of a share.
Page 67 of 81 The company conducts its business in accordance with the provisions of Romanian law and pays particular attention to respecting the rights of shareholders. By Regulation 2/2016, the Financial Supervisory Authority (FSA) laid down the uniform regulatory framework for the application of corporate governance principles to entities authorised, regulated and supervised by the FSA, which has been applied since 1 January 2017. The statement of Infinity Capital Investments S.A. on the application of corporate governance principles in 2023, prepared in accordance with the Annex to Regulation No. 9/2019, is set out in the document "Statement of Infinity Capital Investments S.A. on the application of corporate governance principles". Infinity Capital Investments S.A. is committed to maintaining and developing best practices in corporate governance to ensure effective decision-making leading to the long-term viability of the company, the achievement of the company's objectives and the creation of added value for all stakeholders (shareholders, employees, business partners). Infinity Capital Investments S.A. has paid particular attention to good corporate governance and has adhered to the principles of the Corporate Governance Code of the Bucharest Stock Exchange. In view of the Corporate Governance Code of the Bucharest Stock Exchange, Infinity Capital Investments S.A. assessed the degree of compliance with the provisions of the Code as of 31.12.2023, the level of implementation being presented in the document "Statement of Compliance with the Corporate Governance Code of the Bucharest Stock Exchange in 2023". MANAGEMENT OF THE COMPANY In accordance with the Articles of Association, Infinity Capital Investments S.A. is managed on a unitary basis. As at the date of this report, in accordance with the Articles of Association, as authorized by the Financial Supervisory Authority (License No. 93/07.06.2021), the Board of Directors of Infinity Capital Investments S.A. consists of 5 members elected by the General Meeting of Shareholders for a period of 4 years, with the possibility of re-election. at 31.12.2023, the composition of the Board of Directors of Infinity Capital Investments S.A. was as follows: Sorin - Iulian Cioacă President of the Board of Directors Mihai Trifu Vice-President of the Board of Directors Codrin Matei Member of the Board of Directors Mihai Zoescu Member of the Board of Directors Andreea Cosmănescu Member of the Board of Directors The General Shareholders Meeting is the supreme governing body of the company. General Meetings are ordinary and extraordinary and may be called whenever necessary. The powers
Page 68 of 81 of the General Meeting of Shareholders are specified in the Articles of Association and the Internal Regulations, which comply with the relevant legal provisions and are published on the company's website, www.infinitycapital.ro, in the section dedicated to corporate governance. The Board of Directors, in accordance with the resolution of the ordinary General Meeting of Shareholders of 29.10.2020, approved by the FSA, was registered at the Dolj Trade Register Office on 15.12.2020 under Resolution no. 1847/14.12.2020. The members of the Board of Directors have been chosen under objective criteria relating to qualifications and professional experience, in accordance with the applicable legislation. The Board of Directors is supported in its work by a Board Secretary, who is responsible for ensuring the efficient functioning of the Board and its Committees, and whose role is to support the President and the other Board members, both as a group and individually, and to ensure that the Board of Directors complies with internal regulations, ensures compliance with the provisions of the Corporate Governance Code and with laws and regulations relevant to the company's business. The Secretary is responsible for ensuring effective communication between the Board of Directors and the Committees set up at Board level, between Directors and the Board of Directors. In 2023, the position of Board of Directors Secretary was taken over by Mrs Carmen - Iulia Vasile. Main tasks of the Board of Directors The Board of Directors has unlimited powers between General Meetings of Shareholders with respect to the administration of the company, except for those powers which the law or the Articles of Association provide exclusively for the General Meeting of Shareholders. In accordance with the provisions of the Articles of Association and internal regulations, the Board of Directors has the following basic powers: - approve the company's main lines of business and development, including investment strategy; - establish accounting policies and the financial control system and approving financial planning; - appoint and dismiss directors within the meaning of Companies Law no. 31/1990 (R) and determine their remuneration within the limits set by the Ordinary General Meeting of Shareholders; - supervise the work of executives; - prepare the annual report, organise the General Meeting of Shareholders and implement its resolutions; - file a petition for the opening of insolvency proceedings, in accordance with the applicable legal provisions;
Page 69 of 81 - carry out all the duties assigned to the Board of Directors by the General Meeting of Shareholders; - establish/close branches and other secondary offices without legal personality, or change of their seat; - establish and approve voting procedures at the General Meeting of Shareholders ; - decide on the establishment of other companies or legal entities, including participation in the share capital of other companies, under the conditions laid down by legal regulations; - acts of acquisition, disposal, exchange or pledging of assets in the category of non- current assets of the company, the value of which exceeds, individually or cumulatively, during a financial year, 20% of the total non-current assets, less receivables, shall be concluded by the directors or managers of the company only after prior approval by the extraordinary General Meeting of Shareholders, according to Article 91 (1) of Law no. 24/2017, or any legal provisions in force at the time of drawing up the acts; - leases of tangible assets, for a period exceeding one year, whose individual or cumulative value with respect to the same co-contractor or persons involved or acting in concert exceeds 20% of the value of the total non-current assets, less receivables at the date of conclusion of the legal act, as well as joint ventures for a period exceeding one year, exceeding the same value, shall be approved in advance by the extraordinary General Meeting of Shareholders in accordance with Article 91 (2) of Law no. 24/2017, or any legal provisions in force at the date of drawing up the acts; - conclude contracts with the depositary, the financial auditor and the entity keeping the shareholders' records; - approve the company's internal regulations, organisation chart, internal rules of the Board of Directors and working policies/procedures; - negotiate the Collective Labour Agreement; - solve any other matters determined by the General Meeting of Shareholders or by legal regulations or provisions; - approve the conclusion of any acts of acquisition or disposal of assets, including securities or other financial instruments, the value of which exceeds, individually or cumulatively, when linked together, the amount of 5 million lei. The Board of Directors elects a President and a Vice-President from among its members. The President shall serve as General Manager of Infinity Capital Investments S.A. and the Vice- President as Deputy General Manager. The President and, in their absence, the Vice-President shall represent the company in dealings with third parties. The Vice-President shall replace the President and shall assume his/her duties and responsibilities when the President is absent.
Page 70 of 81 The senior management of Infinity Capital Investments S.A. at 31.12.2023 is provided by: Sorin - Iulian Cioacă - President - General Manager Mihai Trifu - Vice President - Deputy General Manager Activity of the Board of Directors in 2023 During 2023, the Board of Directors held 37 meetings. Its work was carried out in accordance with the Rules of the Board of Directors, and the statutory and legal provisions. Attendance of directors at the Board of Directors meeting during 01.01.2023 - 31.12.2023: 1. Sorin - Iulian Cioacă 37 attendances 2. Mihai Trifu 37 attendances 3. Codrin Matei 37 attendances 4. Mihai Zoescu 37 attendances 5. Andreea Cosmănescu 37 attendances The main topics discussed at the Board meetings: approvals required by the legal provisions applicable to accounting records (results of stock-count of assets, establishment and recording of adjustments and provisions, separate quarterly, half-yearly and annual financial statements, half-yearly and annual consolidated financial statements and related reports, proposal for profit distribution, draft Expenditure and Income Budget, reports of directors, accounting recording of the reversal to income of provisions for employee profit-sharing and bonuses payable for the year 2022 not distributed in the form of incentives granted to employees, other reports of this functional structure within the company, etc.); approvals required by the applicable legislation for the exercise of duties by Compliance, Internal Audit and Risk Management Office (2022 Compliance Activity Report on investigations carried out, 2023 Compliance Investigations Plan, 2022 Annual Report on Internal Audit Activity, Annual Report on Risk Management Activity for 2022, Risk Monitoring Plan for 2023, Risk Reports 2023, Risk Manager's Operational Risk Register, Compliance Analysis Report, Internal Audit Reports, Compliance Verification Notes, Assessment of Infinity Capital Investments S.A. Business Continuity Plan for 2023, Internal Audit Plan for 2024, Report on the assessment of money laundering and terrorist financing risks within Infinity Capital Investments S.A. for 2022, Audit report on the management of operational risks generated by the IT systems used by Infinity Capital Investments S.A. (S.I.F. Oltenia S.A.) as part of the process of compliance with the Financial Supervisory Authority Rule number 4/2018, Stress tests, including annexes, as of the reference date 30.10.2023, etc.);
Page 71 of 81 approvals of an organisational nature (investment reports, risk opinions, change in the methodology for assessing the market value of issuers in the portfolio - without market liquidity, documents reviewed and updated in accordance with the applicable legal provisions: working policies and procedures, merged procedures and policies, etc.); approvals required by the specific activity of the company's functional structures; approvals required by the legal and statutory provisions on the convening and holding of general meetings (analysis and approval of materials on the agenda, notice of meeting, expenses, procedures, special proxy forms, postal ballot paper, setting up committees for receiving and recording votes, working rules for the committees set up, etc.); reports on reports drawn up by the Audit Committee and analysis of the Audit Committee's activity and their approval (the reports/reports endorsed/drafted by the Audit Committee, Annual Report of the Audit Committee on the work carried out in 2022, Evaluation of the Risk Management System at 31.12.2022-S2 2022, 2022 Report of the Audit Committee on the Annual Evaluation of the Internal Audit, Compliance and Risk Management System in the Company, etc.); information on reports prepared by the Nomination and Remuneration Committee and their approval (report on the annual evaluation (2022) of the members of the Board of Directors and Senior Management, report on the annual evaluation (2022) of persons holding key positions within Infinity Capital Investments S.A., Activity Report of the Nomination and Remuneration Committee for the year 2022, report included as an appendix to the 2022 Annual Report of the Board of Directors, Report of the Nomination and Remuneration Committee on the implementation of a Stock Option Plan, the objective of which is to grant option rights for the acquisition of shares free of charge by directors, officers, employees, with the aim of retaining, maintaining and motivating them, as well as with the aim of rewarding them for their work in the company, Report on the remuneration of the company's executives during 2022, etc.); information and approval of quarterly and half-yearly reports of the Strategic Investment Policy Committee (Report of the Strategic Investment Policy Committee on the operations carried out in the first months of 2023, Backtesting on the 2023 investment strategy, Report on the evaluation of the steps taken to diversify and rebalance the 2023 portfolio, Report on the operations carried out in the first half of 2023, etc.). The Audit Committee The Audit Committee has an advisory role and assists the Board of Directors to ensure that the company maintains appropriate and fit-for-purpose systems for financial reporting, internal audit, compliance, risk management and risk management. Composition of the Audit Committee During 2023, the Audit Committee, made up of non-executive directors, had the following composition: - Mr Zoescu Mihai - non-executive director - President;
Page 72 of 81 - Mrs Cosmănescu Andreea - non-executive director; - Mr Matei Codrin - non-executive director. Audit Committee meetings In 2023, the Audit Committee held 15 meetings. The working sessions had the following main objectives: - endorsement and approval of the Internal Audit Policies and Procedures Manual, reports prepared by the internal auditor; - endorsement of the risk management policy, risk reports, monitoring plan during 2023 and stress tests carried out by the Risk Management Office; - biannual evaluation of the risk management system; - endorsement of the specific procedures of the compliance function, the investigation plan for 2023, the compliance officer's verification notes; - information on the analysis notes made by the compliance officer; - endorsement of quarterly financial statements; - approval of the Audit Committee Report for 2022; - approval of the Internal Audit Reports and Audit Plan for 2023. The audit engagements were finalised by Reports which were presented in the Board meetings. The Nomination and Remuneration Committee The Nomination and Remuneration Committee has an advisory role and was set up to assist the Board of Directors in fulfilling its roles and duties with respect to the nomination and assessment of Board members and key management personnel’s suitability, and to assure the Board that the remuneration of executive officers is set at the right level and that the Company uses a balanced mix of incentives to attract and retain the personnel it needs for its operations. During 2023, the Nomination and Remuneration Committee made up of non-executive directors had the following composition: - Mrs Andreea Cosmănescu - non-executive director - president; - Mr Codrin Matei - non-executive director; - Mr Mihai Zoescu - non-executive director. Meetings of the Nomination and Remuneration Committee During 2023, the Nomination and Remuneration Committee held 9 meetings. The assessment of the individual and collective suitability of the members of the management structure and the persons holding key positions was the main topic discussed at the Nomination and Remuneration Committee meetings during 2023.
Page 73 of 81 The Investment Policy Committee - Strategies The Investment Policy - Strategy Committee assists the Board of Directors in fulfilling its responsibilities in the areas of developing investment strategies and policies, monitoring compliance with decisions on the implementation of investment policy, analysing the performance of the portfolio of financial instruments and managing the related risks, proposing possible investments in accordance with the investment strategy of Infinity Capital Investments S.A. During 2023, the Investment Policy-Strategies Committee, made up of non-executive directors, had the following composition: - Mr Codrin Matei - non-executive director - President; - Mr Mihai Zoescu - non-executive director; - Mrs Andreea Cosmănescu - non-executive director. During 2023, the Investment Policy - Strategies Committee held 20 meetings. The main topics discussed at the Investment Policy - Strategies Committee meetings were: - regular analysis of the investments made (placements), the structure of the company's portfolio and its alignment with the company's risk strategy; - reviewing compliance with the limits of competence, with reference to trading operations (purchase and sale of securities) by the Senior Management related to the activity of trading (purchase and sale) on the capital market and the purchase and sale of shares held by Infinity Capital Investments S.A. in closed-end companies, operations established by resolutions of the General Meetings of Shareholders or meetings of the Board of Directors; - reviewing the implementation of the company's investment strategy approved by the General Meeting of Shareholders or the Board of Directors; - assessment of steps taken to diversify and rebalance the portfolio. During 2023, the Investment Policy - Strategies Committee prepared reports on the operations carried out by the company, which were submitted to the Board of Directors of Infinity Capital Investments S.A. The Compliance Department Compliance activity is carried out by exercising permanent control over the company's activity. During financial year 2023, the organizational structure of Infinity Capital Investments S.A. included the Compliance Department, an independent structure specialized in supervising compliance by the company and its staff with the legislation in force concerning the capital market, as well as the applicable internal regulations and procedures. The activity of the Compliance Department was carried out in accordance with the provisions of the Investigation and Control Plan for 2023, approved by the Board of Directors of Infinity
Page 74 of 81 Capital Investments S.A., the provisions of FSA Regulation no. 10/2015, as amended, EU Regulation no. 231/2013, the working procedures and internal regulations. The work carried out was aimed at: - periodic checks covering activities within the company in order to avoid non-compliance; - compliance by the company with its obligations under the applicable legal provisions; - reviewing and submitting internal working procedures to the management structure for approval; - preventing any situation of violation of the laws, regulations in force concerning the capital market or the internal procedures of the company, both by the company and its employees; - informing the company and its employees about the legal regime applicable to the capital market; - endorsement of the documents submitted by the company to the regulatory authority in order to obtain the authorisations provided for by the FSA regulations; - endorsing the reports that the company must send to the FSA and to capital market entities and ensuring that they are sent within the legal deadline provided for by the regulations in force; - endorsement of the company’s information/advertising materials. During the period under review, the Compliance Officer prepared, in accordance with the investigation plan, verification notes covering aspects of the company's activities. Following the control and verification actions of the compliance department, it was found that the activities subject to control comply with capital market legislation, regulations and internal procedures. No risks of non-compliance were identified. The Compliance Department has prepared the Annual Report for 2023 and the Investigation Plan for 2024. The Board-approved form of the documents is submitted to the Financial Supervisory Authority. Settlement of petitions Shareholders have the possibility, if they have any dissatisfaction with the company's activity or the information provided by the company, to address Infinity Capital Investments S.A. through a petition. The procedure for dealing with petitions submitted by shareholders is set out in FSA Regulation no. 9/2015, as amended. In accordance with the provisions of the Regulation, the single register of petitions has been drawn up in secure electronic format, in which the petitions submitted, the issues raised and the method of resolution are recorded. The register of petitions is managed by the Head of the Compliance Department. During the period under review, the Compliance Department has compiled the Single Register of Petitions in secure electronic format, the Register of Investigations, the Register of Personal
Page 75 of 81 Transactions for relevant persons within the company, the Register of Conflicts of Interest. The person within the company who is Head of Compliance Department also performs the duties of ML/TF Compliance Officer and is notified to the FSA. In 2023, the Chief Compliance Officer reviewed the policies, mechanisms and procedures for preventing and combating ML/TF. Throughout the reporting period, i.e. 01.01.2023 - 31.12.2023, the head of the Compliance Department was Mrs. Viorica Bălan - FSA Licenses no. 215/02.09.2014 and no. 47/15.02.2018. The company has a financial auditor as well as an internal auditor, who have carried out their work in accordance with the applicable legal provisions and the contracts concluded for this purpose. Risk Management Department Within Infinity Capital Investments S.A. the risk management system is set up in such a way as to ensure efficient management, in accordance with governance principles, ensuring the identification, measurement, management and evaluation of relevant risks to which the company is or may be exposed. The risk management policy, in which the guiding principles regarding risk management are presented, along with the specific procedures for each risk category that the company considers relevant in relation to the activity carried out, ensures the formal risk management framework. Infinity Capital Investments S.A. has established a permanent risk management service, which is the Risk Management Department. The risk management function is subordinate to the Board of Directors and is hierarchically and functionally independent from the other departments, including the portfolio management function. Duties of the risk management function of Infinity Capital Investments S.A. were carried out in 2023 by Mrs. Budin Daniela, based on the FSA License no. 46/15.02.2018, registered in the FSA Register under no. PFR13.2/FARA/160051 and by Mrs. Popescu Ionela – Laura based on FSA License no. 9/17.02.2023, registered in the FSA Register under no. PFR15FARA/160035. The management structure of the company, through the Board of Directors and the Audit Committee, periodically approves and reviews both the risk strategy and the significant risk management policy. In 2023, the Risk Management Policy of Infinity Capital Investments S.A. was updated, including the Market Risk Analysis Methodology, Liquidity Risk Analysis Methodology, Credit Risk Analysis Methodology, Operational Risk Analysis Methodology, Sustainability Risk Methodology, the Methodology for Carrying out Stress Tests, the Methodology for Calculating Leverage. The working procedures regarding the risk management activity were approved by the Board of Directors and were notified to the FSA. Following the review process, the risk profile assumed by the company remained medium, with the risk indicators and value ranges/tolerance corresponding to the risk levels being specified in the Risk Management Policy.
Page 76 of 81 The internal auditor The internal auditor of the company is Mrs. Cimpoeru Ana, who is a company employee for an indefinite period. The internal audit function is separate and independent from other functions and activities of Infinity Capital Investments S.A. The internal audit is organized in accordance with the provisions of Company Law no. 31/1990 R, Law no. 162/2017 on the statutory audit of annual financial statements and annual consolidated financial statements and amending certain legislative acts and GEO no. 75/1999 on financial audit activity (R) and operates as a separate department within Infinity Capital Investments S.A. In 2023, the internal audit activity was carried out on the basis of the Internal Audit Plan, approved by the Board of Directors of Infinity Capital Investments S.A. by Resolution no. 28/09.12.2022. The internal audit had the following objectives: a) verify compliance of the entity's activities with its policies, programmes and management, in accordance with legal provisions; b) assess the adequacy and application of financial and non-financial controls ordered and carried out by the company's management in order to increase the efficiency of its activity; c) assess the adequacy of financial and non-financial information for management to understand the reality of the company; d) protect balance sheet and off-balance sheet assets and identify methods of preventing fraud and losses of any kind; e) evaluate and review the effectiveness and adequacy of the company's systems, internal control mechanisms, risk management and governance processes and procedures. In 2023, internal audit engagements were carried out within the functional structures of Infinity Capital Investments S.A. and mainly concerned, according to the Internal Audit Plan, the following activities: - evaluation of the Risk Management Department activity; - evaluation of the Compliance Department activity; - assess internal rules and procedures on preventing and combating money laundering and compliance with the international sanctions regime; - administration and trading of financial instruments; - compliance with FSA regulations on the calculation and reporting of net assets; - record purchases of materials and services; - rules and procedures for carrying out the activity of the functional structures within Infinity Capital Investments S.A.; - human resources management.
Page 77 of 81 The internal audit engagements, carried out in accordance with the Internal Audit Plan approved by the Board of Directors of Infinity Capital Investments S.A. for 2023 and covering the most important activities, ended with the following conclusions: - The activities and operations audited in 2023 are in line with the company's policies and management, with no significant deviations that could affect the smooth running of the company's business; - The activities and operations subject to internal audit were carried out in accordance with the legal provisions in force at the time the operations were recorded and in accordance with the company's internal regulations; - There are sufficient control levers in place to ensure the safety of every transaction and reduce risk; - There were no irregularities in relation to the safeguarding of assets, no fraud or losses. The financial auditor The financial auditor is Deloitte Audit S.R.L. By resolution no. 4/20.10.2021 of the Ordinary General Meeting of Shareholders of Infinity Capital Investments S.A., Deloitte Audit S.R.L. was appointed as financial auditor of the company for a period of 3 years. Observing shareholders' rights Infinity Capital Investments S.A. shares are common, ordinary, registered, dematerialised, indivisible, conferring equal rights to its shareholders, in accordance with the relevant legal provisions. General Meetings of Shareholders are convened by the Board of Directors at least 30 days before the date set for the meeting. Infinity Capital Investments S.A. makes every effort to ensure fair treatment of all its shareholders by providing them with relevant and timely information to enable them to exercise their rights in a fair manner. Infinity Capital Investments S.A. also pays close attention to strengthening corporate governance mechanisms at the company level. The right to vote The company ensures the participation of shareholders in the work of the General Meetings of Shareholders. Shareholders have the possibility to participate in the GMS directly, through a representative with a special/general power of attorney or by correspondence (by post or electronically), according to the legal provisions. Only shareholders registered on the reference date in the Consolidated Shareholders’ Register of the Company kept by Depozitarul Central Bucharest are entitled to attend and
Page 78 of 81 vote at the General Meeting. The Board of Directors, in accordance with the legal provisions and regulations of the FSA, approves procedures for the organization and conduct of the GMS. Information and materials relating to the General Meeting are made available to shareholders at the company's registered office and on the website (www.infinitycapital.ro): the meeting notice, information materials and documents subject to debate and approval by the General Meeting, participation and voting procedures, special proxy forms, postal voting slips, draft resolutions, draft resolutions and resolutions of the General Meeting, the result of the vote for each item on the agenda. According to the relevant legal provisions, one or more shareholders, representing individually or together with other shareholders at least 5% of the share capital of the company, may ask by a request addressed to the company, the inclusion of additional items on the GMS agenda and submit draft resolutions for the items proposed to be included on the GMS agenda. During 2023, the Board of Directors convened two General Meetings of Shareholders as follows: EGMS of 27 April 2023; OGMS of 27 April 2023. Entitlement to dividends The dividend is the share of the company's profits paid to shareholders in proportion to the number of shares held in relation to the share capital. The amount of the dividend is proposed by the Board of Directors and approved by the General Meeting of Shareholders. The proposal of the Board of Directors on the distribution of dividends takes into account market yields, the economic context and the sustainability of the measure. The company's dividend policy aims to maintain a balance between shareholder remuneration and the need to finance investments, investments that lead to the long-term development of the company and increase investor interest in the shares issued by the company. In view of the uncertain outlook at the beginning of 2023, the Board of Directors of the company submitted to the Ordinary General Meeting of Shareholders on 27.04.2023 the approval of the distribution of the net profit for 2022 in amount of 164,808,485 lei, to other reserves, for own sources, in order to support future investments, and the GMS approved this proposal. Right to information Infinity Capital Investments S.A. respects its shareholders’ right to information by providing them with relevant and timely information to enable them to exercise their rights in a fair manner. Information on the company's activity considered likely to influence the share price has been disseminated by means of current reports or press releases sent within 24 hours to
Page 79 of 81 the market, and has been made available to investors on both the BSE and its own website (posting on its own website was done after this information was posted by the BSE market operator). At the beginning of the year, the company established a financial reporting calendar, which it sent to the BSE, FSA and published on the company's website. In order to provide shareholders with relevant information in real time, Infinity Capital Investments S.A. has created a section called "Investor Information" on its website www.infinitycapital.ro, which is easily accessible and constantly updated. The website is structured in such a way as to contain specific information required by security holders (in Romanian and English), including: Corporate Governance (Corporate Governance Structures, Company Policies, Internal Regulations, Organizational Chart), Investor Information (Reports, Financial Calendar, General Meetings, Ownership Statements, Petitions, Notified Transactions and Public Offerings). Infinity Capital Investments S.A. has specialised internal structures for investor and shareholder relations, namely the Shareholders and Shareholder Relations Department (acționariat@infinitycapital.ro) and the Public Relations Office (public@infinitycapital.ro). Rules and procedures on the regular and continuous provision of information are laid down in the Rules of Procedure to ensure that transparent business is conducted in a way that provides investors with equal access to information. 10. Corporate Social Responsibility (CSR) Corporate Social Responsibility (CSR) is a code of ethics in a profit-driven environment. Corporate social responsibility (CSR) is the set of actions, principles and practices through which a company engages with a society in order to ensure a positive impact of its activity and to contribute to the development of that society. In implementing CSR, the European Union has developed a set of principles, which address two dimensions of the relationship between the company and the community: the internal dimension and the external dimension. The CSR principles are: - Economic responsibilities; - Legal responsibilities; - Ethical responsibilities; - Philanthropic responsibilities. Examples of corporate social responsibility adopted by Infinity Capital Investments S.A. include: Ongoing communication with shareholders and people from the communities in which they operate; Improving policies and working conditions of employees;
Page 80 of 81 Granting sponsorships regarding the support of social events supporting fundamental human freedoms; Supporting volunteer activities; Corporate policies that protect the environment; Socially and environmentally conscious investments. The fundamental ethical values assumed by the company are integrity, professionalism, responsibility and transparency, the observance of which is mandatory for everyone in the company's structures. Infinity Capital Investments S.A. has ensured the implementation of corporate governance regulations, which require compliance with a set of principles and recommendations based on best practices of transparency and trust towards all shareholders and potential investors. In its direct relationship with employees, Infinity Capital Investments S.A. undertakes measures to improve the employees’ quality of life in the workplace and their ability to integrate into the ethical and professional culture of the company. In dealing with investors and stakeholders, the CSR activity has focused on protecting the global environment, and the company, understanding the importance of the needs of the community in which it operates, acted for the integration of social and environmental aspects in the business objectives. During 2023, Infinity Capital Investments S.A. granted sponsorships totalling 299,623 lei. Furthermore, Infinity Capital Investments S.A. is interested in strengthening its involvement in the local community, in particular by running internship and training programmes for students and master students of the University of Craiova, participating in local and national conferences in the field, etc. The Management's commitment to contribute to sustainable development is part of the company's strategy towards long-term business success. Infinity Capital Investments S.A. believes that by acting responsibly it can increase its operational efficiency. This involves adopting eco-efficient technologies that are effective in terms of reducing the amount of waste or saving raw materials (electronic communication is part of management's vision to reduce the amount of consumable materials, with implications for protecting the green ecosystem at the national level). Through this approach to corporate responsibility activity, the company believes that it also benefits from reputational gains, both for employees and for investors interested in management's ability to manage the risks and opportunities associated with corporate governance, consumers and business partners. Infinity Capital Investments S.A. promotes social responsibility, professionalism, excellence, innovation, team spirit, diversity, commitment.
Page 81 of 81 11. Annexes Statement of assets and liabilities at 31.12.2023 - Annex 10 (prepared in accordance with FSA Regulation no. 7/2020); Detailed statement of investments at 31.12.2023 - Annex 11 (drawn up in accordance with FSA Regulation no. 7/2020); List of subsidiaries of Infinity Capital Investments S.A. and of controlled entities at 31.12.2023; 2023 Activity Report of the Nomination and Remuneration Committee. Sorin - Iulian Cioacă Mihai Trifu President - General Manager Vice-President - Deputy General Manager
ANNEX 10 Statement of assets and liabilities as of date 31/12/2023 (to be filled in on a monthly basis) Final data The manner in which the net asset value is calculated (according to F.S.A. Regulation no. 7/2020) Amount (lei) 1. Intangible assets 63,441 2. Property, plant and equipment 11,358,311 3. Investment property 1,100,816 4. Biological assets 0 5. Assets representing rights to use underlying in a lease 0 6. Financial assets 2,918,359,889 6.1. Financial assets measured at amortised cost 1,122,927 6.1.1. Corporate bonds 1,122,927 6.1.1.1. Listed corporate bonds 0 6.1.1.2. Unlisted corporate bonds 1,122,927 6.2. Financial assets measured at fair value through profit or loss 6,621,169 6.2.1. Equity interests in AIF / O.P.C.V.M. – listed 0 6.2.2. Equity interests in AIF/ O.P.C.V.M. – unlisted 6,621,169 6.3. Financial assets at fair value through other comprehensive income 2,910,615,793 6.3.1. Listed shares traded in the last 30 days 2,784,879,365 6.3.2. Listed shares not traded in the last 30 days 0 6.3.3. Unlisted shares 125,736,428 6.4. Shares due according to subscriptions to the share capital increase 0 7. Cash and cash equivalents 1,210,866 8. Bank deposits 67,885,496 9. Other assets 544,729 9.1. Dividends or other rights receivable 0 9.2. Other assets 544,729 10. Prepaid expenses 138,056 11. Total assets 3,000,661,604 12. Total liabilities 194,217,897 12.1. Financial liabilities measured at amortised cost 49,926,842 12.1.1. Trade payables 728,198 12.1.2. Dividends payable 48,747,231 12.1.3. Other payables at amortized cost 451,413 12.2. Deferred profit tax liabilities 143,753,048 12.3. Other liabilities 538,007 13. Provisions for risks and charges 9,273,929 14. Deferred income 0 15. Equity, of which: 2,797,169,778
Page 2 of 3 15.1. Share capital 50,000,000 15.2. Items treated as equity 0 15.3. Other equity items 1,175,659,612 15.4. Share premiums 0 15.5. Revaluation reserves 6,648,734 15.6. Reserves 821,178,431 15.7. Own shares 2,500,000 15.8. Retained earnings 739,388,480 15.9. Result of the financial year 67,667,294 15.10. Losses on the issue, redemption, sale, transfer free of charge or cancellation of equity instruments 60,872,773 16. Net assets (11 - 12 - 13 - 14) 2,797,169,778 17. Number of shares issued and outstanding excluding own shares bought back 475,000,000 18. Net asset value per unit 5.8888 19. Number of companies in the portfolio, of which: 34 19.1. Companies admitted to trading on an EU trading venue 20 19.2. Companies admitted to trading on an exchange in a third country 0 19.3. Companies not admitted to trading 14 According to Article 38 para. 4 of Law no. 243/2019 Infinity Capital Investments S.A. publishes the leverage level and exposure value according to the provisions of EU Regulation 231/2013 calculated by the gross approach and the commitment approach. Gross approach: Leverage level: 1.0480 INFINITY exposure 2,931,565,242 Commitment approach: Leverage level 1.0727 INFINITY exposure 3,000,661,604 Statement certified by depositary Raiffeisen Bank S.A. Statement prepared on the basis of the trial balance determined on the basis of FSA Rule 39/2015 for the approval of the Accounting Regulations in compliance with the International Financial Reporting Standards, applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority in the Financial Instruments and Investments Sector, as well as the Investor Compensation Fund. GENERAL MANAGER Depositary Certification Sorin - Iulian Cioacă Raiffeisen Bank DEPUTY GENERAL MANAGER Mihai Trifu
Page 3 of 3 Annex according to art. 38 para. (4) of Law no. 243/2019 Assets from the portfolio of Infinity Capital Investments S.A. which have been assessed using assessment methods in accordance with the International Assessment Standards* No. Name of the issuer Tax Identification Code No. of the shares No./date of the evaluation report Amount lei/share total 1 ELBA TIMIȘOARA 1816318 39,628 2274/15.02.2023 104.6340 4,146,437 2 LACTATE NATURA TARGOVISTE 912465 4,495,235 6377/13.06.2023 2.8051 12,609,406 3 CONSTRUCTII FEROVIARE CRAIOVA 2292068 908,441 9065/08.09.2023 1.1955 1,086,049 4 GRAVITY CAPITAL INVESTMENTS SA 46979099 2,258,999 11133/06.11.2023 9.1613 20,695,319 5 COMPLEX HOTELIER DAMBOVITA 10108620 1,754,221 11134/06.11.2023 5.4155 9,499,984 6 ALIMENTARA SLATINA 1513357 350,342 12271/08.12.2023 44.6439 15,640,633 7 MERCUR CRAIOVA 2297960 7,104,836 12839/28.12.2023 9.1212 64,804,630 8 UNIVERS RM. VALCEA 1469006 587,519 12840/28.12.2023 56.9365 33,451,276 9 VOLTALIM CRAIOVA 12351498 5,997,519 12841/28.12.2023 11.7306 70,354,496 10 GEMINA TOUR RM. VILCEA 1477750 757,888 12842/28.12.2023 5.2514 3,979,973 11 TURISM PUCIOASA 939827 1,010,599 12843/28.12.2023 5.7075 5,767,994 12 PROVITAS BUCURESTI 7965688 35,648 205/08.01.2024 179.5400 6,400,242 13 FLAROS BUCURESTI 350944 1,380,757 1489/16.02.2024 78.0480 107,765,271 1) ELBA Timișoara was evaluated based on the financial statements at 31.12.2022 using the adjusted net assets evaluation method. 2) Lactate Natura Târgoviște was evaluated based on the financial statements at 31.05.2023 using the cost approach evaluation method. 3) CONSTRUCȚII Feroviare Craiova was evaluated based on the financial statements at 31.08.2023 using the adjusted net assets evaluation method. 4) GRAVITY Capital Investments was evaluated based on the financial statements at 31.10.2023 using the adjusted net assets evaluation method. 5) COMPLEX HOTELIER Dâmbovița was evaluated based on the financial statements at 30.09.2023 using the income approach evaluation method. 6) ALIMENTARA Slatina was evaluated based on the financial statements at 30.09.2023 using the income approach evaluation method. 7) MERCUR Craiova was evaluated based on the financial statements at 30.09.2023 using the income approach evaluation method. 8) UNIVERS Râmnicu Vâlcea was evaluated based on the financial statements at 30.09.2023 using the income approach evaluation method. 9) VOLTALIM Craiova was evaluated based on the financial statements at 30.09.2023 using the income approach evaluation method. 10) GEMINA Tour Râmnicu Vâlcea was evaluated based on the financial statements at 30.09.2023 using the income approach evaluation method. 11) TURISM Pucioasa was evaluated based on the financial statements at 30.09.2023 using the income approach evaluation method. 12) PROVITAS Bucharest was evaluated based on the financial statements at 30.09.2023 using the income approach evaluation method. 13) FLAROS Bucharest was evaluated based on the financial statements at 31.12.2023 using the adjusted net assets evaluation method. GENERAL MANAGER Depository Certification Sorin – Iulian Cioacă Raiffeisen Bank DEPUTY GENERAL MANAGER Mihai Trifu
Detailed statement of investments at 31/12/2023 ANNEX 11 Net assets 2,105,595,927 lei 2,797,169,778 lei Total assets 2,230,367,907 lei 3,000,661,604 lei Name of the item Beginning of the reporting period End of the reporting period Differences (lei) % of the net assets % of total assets Currency RON % of the net assets % of total assets Currency RON I. Total assets 740,323 2,229,627,584 958,730 2,999,702,874 770,293,697 1 Securities and money market instruments of which: 99.9111 94.3219 0 2,103,724,387 99.5606 92.8088 0 2,784,879,365 681,154,978 1.1 Securities and money market instruments admitted or traded on a regulated market in Romania, of which: shares, other similar securities (mentioning each category), bonds (by issuer category), other debt securities (mentioning by type and issuer category), other securities, money market instruments (by category); 99.9111 94.3219 0 2,103,724,387 99.5606 92.8088 0 2,784,879,365 681,154,978 - Shares 99.9111 94.3219 0 2,103,724,387 99.5606 92.8088 0 2,784,879,365 681,154,978
Page 2 of 19 1.2 Securities and money market instruments admitted to or traded on a regulated market of a Member State, of which: shares, other securities treated as such (by class), bonds (by class of issuer), other debt securities (by type and class of issuer), other securities, money market instruments (by class); 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 1.3 Securities and money market instruments admitted at the official rate on a stock exchange in a third country or traded on another regulated market in a third country, which operates regularly and is recognised and open to the public, approved by the FSA, of which: shares, other securities treated as such (with a list of each class), bonds (by class of issuer), other debt securities (with a list by type and by class of issuer), other securities, money market instruments (by class). 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0
Page 3 of 19 2 Newly issued securities 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 3 Other securities and money market instruments referred to in Article 83(1)(a) of GEO No 32/2012 of which: securities (by categories and by type of issuer) and money market instruments (by categories). 4.4127 4.1658 0 92,913,120 4.5353 4.2277 0 126,859,355 33,946,235 - Shares not admitted to trading 4.2736 4.0346 0 89,985,376 4.4951 4.1903 0 125,736,428 35,751,052 - Bonds not admitted to trading 0.1390 0.1313 0 2,927,744 0.0401 0.0374 0 1,122,927 (1,804,817) 4 Bank deposits of which: 0.6118 0.5775 0.00 12,881,010.70 2.4269 2.2624 0.00 67,885,495.83 55,004,485 4.1 Bank deposits with credit institutions in Romania; 0.6118 0.5775 0.00 12,881,010.70 2.4269 2.2624 0.00 67,885,495.83 55,004,485 4.2 Bank deposits with credit institutions in a Member State; 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 4.3 Bank deposits with credit institutions in a third country. 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 5 Derivatives traded on a regulated market: 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 5.1 Derivatives traded on a regulated market in Romania, by category; 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 5.2 Derivatives traded on a regulated market in a Member State, by category; 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0
Page 4 of 19 5.3 Derivatives traded on a regulated market in a third country, by category; 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 5.4 Derivatives traded outside regulated markets, by instrument category; 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 6 Current accounts and cash 0.1065 0.1005 740,322.59 1,501,288.21 0.0433 0.0404 6,996.71 1,203,869.45 (1,030,745) 7 Money market instruments other than those traded on a regulated market, as referred to in Article 82(g) of GEO No 32/2012 - Repo contracts on securities 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 8 Equity interests of AIF/OPCVM 0.2125 0.2006 0 4,475,075 0.2367 0.2207 951,733 5,669,436 2,146,094 9 Dividends or other rights receivable 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0 10 Other assets (amounts in transit, amounts with distributors, amounts with S.S.I.F., etc.). 0.6712 0.6336 0 14,132,703 0.4721 0.4401 0 13,205,353 (927,350) II. Total liabilities 0 124,771,980 0 203,491,826 78,719,846 1 Expenses with payment of fees due to AIFM 0.0000 0.0000 0 0 0.0000 0.0000 0 0 (0) 2 Expenses with payment of fees due to the depositary 0.0019 0.0018 0 40,878 0.0018 0.0017 0 50,689 9,811 3 Expenses with payment of fees due to intermediaries 0.0000 0.0000 0 0 0.0000 0.0000 0 0 0
Page 5 of 19 4 Expenses on turnover fees and other banking services 0.0002 0.0002 0 4,973 0.0000 0.0000 0 1,299 (3,674) 5 Interest expenses 0.0000 0.0000 0 0 0.0000 0.0000 0 0 (0) 6 Issuance expenses 0.0000 0.0000 0 0 0.0000 0.0000 0 0 (0) 7 Expenses with payment of commissions/fees due to FSA 0.0085 0.0081 0 180,000 0.0074 0.0069 0 206,353 26,353 8 Financial audit costs 0.0435 0.0411 0 916,190 0.0151 0.0141 0 423,767 (492,423) 9 Other approved expenditure 5.8715 5.5430 0 123,629,939 7.2505 6.7588 0 202,809,718 79,179,779 10 Redemptions payable 0.0000 0.0000 0 0 0.0000 0.0000 0 0 (0) III. Value of net assets(I-II) 740,323 2,104,855,604 958,730 2,796,211,048 691,573,851 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 6 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Running no. Item name 31/12/2023 31/12/2022 Diferente 1 Net asset value (of which broken down by class of fund units) 2,797,169,778 2,105,595,927 691,573,851 2 Number of fund units/shares outstanding Excluding own shares bought back (broken down by class of fund units) 475,000,000 475,000,000 0 3 Net asset value per unit (broken down by class of fund units) 5.8888 4.4328 1.4560 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 7 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Total assets 3,000,661,604 lei I. Securities admitted or traded on a regulated market in Romania 1. Shares traded in the last 30 trading days (business days) No. Issuer Share symbol Date of last trading session No. of shares held Nominal value Share value Total value Percentage of the issuer's share capital Share in total assets of F.I.A.I.R. lei lei lei % % 1 ALIMENTARA SLATINA ALRV 30/09/2022 350,342 2.4300 44.6439 15,640,633 85.2258 0.5212 2 ALTUR SLATINA ALT 29/12/2023 14,266,350 0.1000 0.0825 1,176,974 4.6615 0.0392 3 ANTIBIOTICE IASI ATB 29/12/2023 197,475,826 0.1000 1.3950 275,478,777 29.4153 9.1806 4 ARGUS CONSTANTA UARG 29/12/2023 32,710,488 1.5000 2.0800 68,037,815 91.4200 2.2674 5 B.R.D.-GROUPE SOCIETE GENERALE BUCURESTI BRD 29/12/2023 27,533,076 1.0000 17.9200 493,392,722 3.9508 16.4428 6 BANCA TRANSILVANIA CLUJ TLV 29/12/2023 27,780,406 10.0000 24.2600 673,952,650 3.4784 22.4601
Page 8 of 19 7 BURSA DE VALORI BUCURESTI BVB 29/12/2023 691,899 10.0000 65.6000 45,388,574 8.5958 1.5126 8 C.N.T.E.E. TRANSELECTRICA BUCURESTI TEL 29/12/2023 2,427,651 10.0000 30.1000 73,072,295 3.3118 2.4352 9 CONSTRUCTII FEROVIARE CRAIOVA CFED 29/11/2023 908,441 0.8500 1.1955 1,086,049 77.5000 0.0362 10 ELECTROMAGNETICA BUCURESTI ELMA 29/12/2023 442,465,466 0.1000 0.2120 93,802,679 65.4497 3.1261 11 FLAROS BUCURESTI FLAO 17/02/2023 1,380,757 2.5000 78.0480 107,765,271 93.6951 3.5914 12 LACTATE NATURA TARGOVISTE INBO 20/11/2023 4,495,235 1.2500 2.8051 12,609,406 93.7015 0.4202 13 LION CAPITAL LION 29/12/2023 75,899,144 0.1000 2.5900 196,578,783 14.9552 6.5512 14 MERCUR CRAIOVA MRDO 28/12/2022 7,104,836 2.5000 9.1212 64,804,630 97.8593 2.1597 15 OMV PETROM BUCURESTI SNP 29/12/2023 589,645,817 0.1000 0.5745 338,751,522 0.9463 11.2892 16 S.N.G.N. ROMGAZ S.A. SNG 29/12/2023 1,848,286 1.0000 50.1000 92,599,129 0.4795 3.0860 17 S.P.E.E.H. HIDROELECTRICA S.A. H2O 29/12/2023 45,000 10.0000 128.0000 5,760,000 0.0100 0.1920 18 SIF MUNTENIA SIF4 29/12/2023 77,959,507 0.1000 1.5150 118,108,653 9.9356 3.9361 19 SNTGN TRANSGAZ MEDIAS TGN 29/12/2023 3,892,976 10.0000 18.8600 73,421,527 2.0665 2.4468 20 UNIVERS RM.VALCEA UNVR 29/12/2023 587,519 2.5000 56.9365 33,451,276 73.7494 1.1148 2,784,879,365 92.8088
Page 9 of 19 I. Securities admitted or traded on a regulated market in Romania 2. Shares not traded in the last 30 trading days (business days) No. Issuer Share symbol Date of last trading session No. of shares held Nominal value Share value Total value Percentage of the issuer's share capital Share in total assets of F.I.A.I.R. lei lei lei % % 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 10 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Total assets 3,000,661,604 lei VIII.1. Other securities 1. Shares not admitted to trading No. Issuer No. of shares held Nominal value Share value Total value Percentage of the issuer's share capital Share in total assets of F.I.A.I.R. lei lei lei % % 1 BIROUL DE INVESTITII REGIONAL OLTENIA IFN 272,411 16.0000 9.9711 2,716,241 19.4540 0.0905 2 CCP.RO BUCHAREST S.A. 100,000 10.0000 8.3776 837,758 1.1028 0.0279 3 COMPLEX HOTELIER DAMBOVITA 1,754,221 1.7000 5.4155 9,499,984 99.9999 0.3166 4 COS TARGOVISTE 6,142,826 0.1000 0.0000 0 8.9220 0.0000 5 DEPOZITARUL CENTRAL BUCURESTI 9,878,329 0.1000 0.1354 1,337,984 3.9057 0.0446 6 ELBA TIMISOARA 39,628 2.5000 104.6340 4,146,437 2.3694 0.1382 7 ELECTRO TOTAL BOTOSANI 57,909 2.5000 0.0000 0 29.8562 0.0000 8 GEMINA TOUR RM. VALCEA 757,888 2.5000 5.2514 3,979,973 88.2866 0.1326
Page 11 of 19 9 GRAVITY CAPITAL INVESTMENTS SA 2,258,999 10.0000 9.1613 20,695,319 100.0000 0.6897 10 PROVITAS BUCURESTI 35,648 10.0000 179.5400 6,400,242 71.2960 0.2133 11 SAGRICOM ULMI 57,941 2.5000 0.0000 0 4.2057 0.0000 12 SANEVIT ARAD 792,662 0.1000 0.0000 0 13.2841 0.0000 13 TURISM PUCIOASA 1,010,599 2.5000 5.7075 5,767,994 69.2191 0.1922 14 VOLTALIM CRAIOVA 5,997,519 2.5000 11.7306 70,354,496 99.5506 2.3446 125,736,428 4.1903 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 12 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Total assets 3,000,661,604 lei VIII.1. Other securities 4. Bonds not admitted to trading No. Issuer No. Of bonds held Purchase date Coupon date Coupon maturity date Initial value Daily increase Accrued interest Discount /Cumulative Premium Total Value Percentage in total bonds of the issuer Share in total assets of F.I.A.I.R. lei lei lei % % 1 MERCUR CRAIOVA 110 15/09/2021 23/01/2024 23/01/2024 1,100,000 77.45 22,927 1,122,927 87.1795 0.0374 1,122,927 0.0374 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 13 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Total assets 3,000,661,604 lei X. Bank deposits with credit institutions in Romania 1. Bank deposits denominated in lei No. Name of the bank Establishment date Maturity date Initial value Daily increase Accrued interest Total value Percentage in the total assets of F.I.A.I.R. lei lei lei lei % 1 BANCA TRANSILVANIA 18/12/2023 03/01/2024 5,000,000.00 763.8889 10,694.44 5,010,694.44 0.1670 2 BANCA TRANSILVANIA 18/12/2023 03/01/2024 5,000,000.00 763.8889 10,694.44 5,010,694.44 0.1670 3 BANCA TRANSILVANIA 18/12/2023 03/01/2024 2,000,000.00 305.5556 4,277.78 2,004,277.78 0.0668 4 BANCA TRANSILVANIA 18/12/2023 03/01/2024 500,000.00 76.3889 1,069.44 501,069.44 0.0167 5 BANCA TRANSILVANIA 27/12/2023 03/01/2024 500,000.00 73.6111 368.06 500,368.06 0.0167 6 BANCA TRANSILVANIA 28/12/2023 11/01/2024 20,000,000.00 3,055.5556 12,222.22 20,012,222.22 0.6669 7 BANCA TRANSILVANIA 28/12/2023 11/01/2024 10,000,000.00 1,527.7778 6,111.11 10,006,111.11 0.3335 8 BANCA TRANSILVANIA 28/12/2023 11/01/2024 5,000,000.00 763.8889 3,055.56 5,003,055.56 0.1667 9 BANCA TRANSILVANIA 28/12/2023 11/01/2024 2,000,000.00 305.5556 1,222.22 2,001,222.22 0.0667
Page 14 of 19 10 BANCA TRANSILVANIA 28/12/2023 11/01/2024 1,000,000.00 152.7778 611.11 1,000,611.11 0.0333 11 BANCA TRANSILVANIA 28/12/2023 11/01/2024 500,000.00 76.3889 305.56 500,305.56 0.0167 12 BCR 18/12/2023 03/01/2024 10,000,000.00 1,527.7778 21,388.89 10,021,388.89 0.3340 13 BCR 18/12/2023 03/01/2024 5,000,000.00 763.8889 10,694.44 5,010,694.44 0.1670 14 BCR 18/12/2023 03/01/2024 1,300,000.00 198.6111 2,780.56 1,302,780.56 0.0434 67,885,495.83 2.2624 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 15 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Total assets 3,000,661,604 lei IX. Current accounts and cash 1. Current accounts and cash in lei No. Name of the bank Current amount Percentage in the total assets of F.I.A.I.R. lei % 1 BANCA TRANSILVANIA 125,925.69 0.0042 2 BCR 906,004.30 0.0302 3 RAIFFEISEN BANK 170,636.90 0.0057 4 Cash and cash equivalents 1,302.56 0.0000 1,203,869.45 0.0401 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 16 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Total assets 3,000,661,604 lei IX. Current accounts and cash 2. Current accounts and cash in foreign currency No. Name of the bank Currency Current amount NBR exchange rate Current amount Percentage in the total assets of F.I.A.I.R. Currency lei % 1 BANCA TRANSILVANIA USD 425.91 4.4958 1,914.81 0.0001 2 BCR EUR 1,021.57 4.9746 5,081.90 0.0002 6,996.71 0.0002 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 17 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Total assets 3,000,661,604 lei XIV. Equity interests in O.P.C.V.M./A.O.P.C. 1. Equity interests in O.P.C.V.M./A.O.P.C. in lei No. Name of the fund Date of last trading session No. of fund units held Value of fund unit (VUAN) Market price Total value Percentage in total equity interests of O.P.C.V.M./ A.O.P.C. Percentage in the total assets of F.I.A.I.R. lei lei lei % % 1 BT INDEX RO 146,000.000 29.4780 4,303,788 1.3521 0.1434 2 FDI NAPOCA 381,222.000 0.8651 329,795 1.7400 0.0110 3 FDI TRANSILVANIA 7,444.000 59.2698 441,204 1.2742 0.0147 4 FDI TEHNOGLOBINVEST 382.990 1,552.6480 594,649 9.2884 0.0198 5,669,436 0.1889 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 18 of 19 Detailed statement of investments at 31/12/2023 ANNEX 11 Total assets 3,000,661,604 lei XIV. Equity interests in O.P.C.V.M./A.O.P.C. 2. Equity interests in O.P.C.V.M./A.O.P.C. in currency No. Name of the fund Currency No. of fund units held Value of fund unit (VUAN) Market price NBR exchange rate Total value Percentage in total equity interests of O.P.C.V.M./ A.O.P.C. Percentage in the total assets of F.I.A.I.R. Currency lei lei % % 1 FIA AGRICULTURAL FUND EUR 80 2,391.48 11,896.66 4.9746 951,733 23.5294 0.0317 951,733 0.0317 GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
Page 19 of 19 Evolution of net assets and NAVU in the last 3 reporting periods ANNEX 11 No. Item name 31/12/2023 30/09/2023 30/06/2023 1 Net asset 2,797,169,778 2,576,641,176 2,215,883,388 2 Net asset value per unit 5.8888 5.4245 4.6650 1) ELBA Timișoara was evaluated based on the financial statements as of 31.12.2022 using the adjusted net assets evaluation method. 2) Lactate Natura Târgoviște was evaluated based on the financial statements as of 31.05.2023 using the cost approach evaluation method. 3) CONSTRUCȚII Feroviare Craiova was evaluated based on the financial statements as of 31.08.2023 using the adjusted net assets evaluation method. 4) GRAVITY Capital Investments was evaluated based on the financial statements as of 31.10.2023 using the adjusted net assets evaluation method. 5) COMPLEX HOTELIER Dâmbovița was evaluated based on the financial statements as of 30.09.2023 using the income approach evaluation method. 6) ALIMENTARA Slatina was evaluated based on the financial statements as of 30.09.2023 using the income approach evaluation method. 7) MERCUR Craiova was evaluated based on the financial statements as of 30.09.2023 using the income approach evaluation method. 8) UNIVERS Râmnicu Vâlcea was evaluated based on the financial statements as of 30.09.2023 using the income approach evaluation method. 9) VOLTALIM Craiova was evaluated based on the financial statements as of 30.09.2023 using the income approach evaluation method. 10) GEMINA Tour Râmnicu Vâlcea was evaluated based on the financial statements as of 30.09.2023 using the income approach evaluation method. 11) TURISM Pucioasa was evaluated based on the financial statements as of 30.09.2023 using the income approach evaluation method. 12) PROVITAS Bucharest was evaluated based on the financial statements as of 30.09.2023 using the income approach evaluation method. 13) FLAROS Bucharest was evaluated based on the financial statements on 31.12.2023 using the adjusted net assets evaluation method. GENERAL MANAGER Depository Certification Sorin-Iulian Cioacă Raiffeisen BANK DEPUTY GENERAL MANAGER Mihai Trifu
List of Infinity Capital Investments S.A. subsidiaries and of controlled entities at 31.12.2023 A) As of 31.12.2023 Infinity Capital Investments S.A. holds the majority of voting rights in the following companies: Item no. Company name Total share capital - lei - Percentage directly owned by Infinity Capital Investments S.A. - % - 1. Complex Hotelier S.A. Dâmbovița 2,982,179 99.99 2. Gravity Capital Investments S.A. București 22,590,000 99.99 3. Voltalim S.A. Craiova 15,061,490 99.55 4. Mercur S.A. Craiova 18,150,650 97.86 5. Lactate Natura S.A. Târgoviște 5,996,751 93.70 6. Flaros S.A. București 3,684,175 93.70 7. Argus S.A. Constanța 53,670,699 91.42 8. Gemina Tour S.A. Râmnicu Vâlcea 2,146,103 88.29 9. Alimentara S.A. Slatina 998,912 85.23 10. Construcții Feroviare S.A. Craiova 996,355 77.50 11. Univers S.A. Râmnicu Vâlcea 1,991,605 73.75 12. Provitas S.A. București 500,000 71.30 13. Turism S.A. Pucioasa 3,650,000 69.22 14. Electromagnetica S.A. București 67,603,870 65.45
Page 2 of 2 B) Companies indirectly controlled by Infinity Capital Investments S.A. through its subsidiaries Subsidiary Argus S.A. holds the majority of voting rights in Comcereal S.A Tulcea (95.36%) and Argus Trans S.R.L. (100%). At the same time, Comcereal S.A. Tulcea holds the majority of voting rights in Cereal Prest S.R.L. (100%). Subsidiary Electromagnetica S.A. owns the majority of voting rights in Electromagnetica Prestserv S.R.L (100%), Electromagnetica Fire S.R.L. (100%) and Procetel S.A. (96.55%). Subsidiary Gravity Capital Investments S.A. owns the majority of voting rights in Gravity Real Estate Investments S.R.L. (100%). At the same time, Gravity Real Estate Investments S.R.L. owns 100% of the voting rights in Gravity Real Estate One S.R.L. Subsidiaries of Infinity Capital Investments S.A. own 100% of the voting rights in Aliment Murfatlar S.R.L., namely: Flaros S.A. (26.85%), Univers S.A. (23.86%), Voltalim S.A. (23.46%), Argus S.A. (13.90%) and Alimentara S.A. (11.93%). Board of Directors Sorin – Iulian Cioacă Mihai Trifu President – General Manager Vice - President – Deputy General Manager
ACTIVITY REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE FOR 2023
Page 2 of 13 I. Preamble This report is prepared in accordance with the Regulation of the Financial Supervisory Authority No 9/2019 amending and supplementing Regulation No 2/2016 on the application of corporate governance principles by entities authorised, regulated and supervised by the Financial Supervisory Authority and is an integral part of the Annual Report for the financial year 2023. II. Nomination and Remuneration Committee The Nomination and Remuneration Committee has an advisory role and is set-up to assist the Board of Directors in fulfilling its roles and duties with respect to the nomination and assessment of the suitability of Board members and key management personnel, and to assure the Board that the remuneration of executive directors is set at the right level and that the Company uses a balanced incentive mix to attract and retain the personnel it needs for its operations. The Nomination and Remuneration Committee performs its duties under the supervision of the Board of Directors. The Board of Directors approves and removes the members of the Nomination and Remuneration Committee. Duties and responsibilities of the Nomination and Remuneration Committee: Duties and responsibilities in the field of nomination: a) assists the Board of Directors in identifying successors in the selection process for appointing new directors; b) establishes the criteria for holding the position of member of the Board of Directors in accordance with the requirements of the applicable legal and capital market regulations, in relation to the activity carried out by Infinity Capital Investments S.A.; c) evaluates and proposes to the Board of Directors candidates for appointment, reappointment or removal to/from the position of Board of Directors member, based on documentation prepared in accordance with the policies and procedures for the assessment of the prior and ongoing suitability of members of the management structure and persons holding key positions, policies and procedures approved by the Board of Directors of Infinity Capital Investments S.A. pursuant to FSA Regulation no. 1/2019. The Nomination and Remuneration Committee is responsible for presenting the list of candidates to the Board of Directors, specifying those who meet the requirements for the position of director of Infinity Capital Investments S.A., both in the case of adding to the composition of the Board of Directors for the vacant seats by co-opting provisional directors and in the case of submitting the list of
Page 3 of 13 candidates for approval by the General Meeting of Shareholders for the election of definitive directors. d) ensures that persons standing for election to the Board of Directors have the necessary training and experience to perform their duties. New Board of Directors members shall be provided with the necessary information to familiarise themselves with the business and operations of the Company. Where necessary, the Committee will make arrangements for additional training; e) prepares and recommends criteria for the selection of the Board of Directors members, including the assessment of their independence; f) annually, prepares the performance evaluation for Board of Directors members, using a self-assessment process; g) assesses, at least once a year, the independence of the Board of Directors members; h) verifies, at least once a year, the number of mandates held by Board of Directors members in other companies; i) performs other tasks in connection with the appointment or dismissal of Board of Directors members on its instructions. Remuneration duties and responsibilities: a. makes proposals to the Board regarding the remuneration of each director and senior management member, including bonuses, incentives and stock options; b. reviews and makes proposals to the Board on the total annual variable remuneration package to be granted within the company; c. reviews and makes proposals to the Board ( through the Board to the General Meeting of Shareholders, as appropriate) on share option grant programmes for directors and employees; d. proposes performance targets for granting cash remuneration to be awarded in accordance with such targets or proposes targets for granting shares or stock options; e. proposes periodic reviews of executive directors' remuneration and other elements of remuneration, including compensation payments and pension plans; f. makes proposals to the Board on any remuneration policy to be applied within the Company; g. reviews the annual remuneration report. Composition of the Nomination and Remuneration Committee During the period 01.01.2023 - 31.12.2023, the Nomination and Remuneration Committee had the following composition:
Page 4 of 13 - Mrs Andreea Cosmănescu - non-executive director - president; - Mr Codrin Matei - non-executive director; - Mr Mihai Zoescu - non-executive director. III. Meetings of the Nomination and Remuneration Committee members During 2023, the members of the Nomination and Remuneration Committee held 9 meetings with the following topics on the agenda: NRC meeting of: Subject Participating NRC members 12.01.2023 Approve the individual suitability assessment report of Ms Popescu Ionela - Laura for the position of risk manager. Andreea Cosmănescu Codrin Matei Mihai Zoescu 20.01.2023 Assess the individual and collective suitability of Board members, assess the suitability of senior management, key functions and executive directors Andreea Cosmănescu Codrin Matei Mihai Zoescu 17.03.2023 Approve the: - Nomination Committee Activity Report; - Nomination and Remuneration Committee Report no. 3297/15.03.2023 on implementing a Stock Option Plan, the objective of which is to grant option rights for the acquisition of shares free of charge by directors, officers, employees, in order to retain, maintain and motivate them, as well as to reward them for their work in the Company; - Report on the remuneration of S.I.F. OLTENIA S.A. managers during 2022. Andreea Cosmănescu Codrin Matei Mihai Zoescu 24.03.2023 - Approve the Nomination and Remuneration Committee Report on the assessment of remuneration granted during 2022; - Approve the Individual Suitability Assessment Report for Mr Cioacă Sorin-Iulian for the position of ML/TF Direct Lead ; - Approve the Individual Suitability Assessment Report of Ms Bălan Viorica for the position of ML/TF Compliance Officer. Andreea Cosmănescu Codrin Matei Mihai Zoescu 10.04.2023 Approve the contracts of mandate of the non-executive members Andreea Cosmănescu Codrin Matei Mihai Zoescu 27.07.2023 Distribute awards (incentives) related to the year 2022, approved by OGMS Resolution no. 4 of 27.04.2023 of S.I.F. Oltenia S.A. (now Infinity Capital Investments S.A.). Andreea Cosmănescu Codrin Matei Mihai Zoescu
Page 5 of 13 06.09.2023 Assess the individual suitability of Ms. Viorica Bălan as Designated Person for the International Sanctions Regime (PDSI) within Infinity Capital Investments S.A. Andreea Cosmănescu Codrin Matei Mihai Zoescu 25.09.2023 Approve the remuneration analysis of identified staff for 2022 Andreea Cosmănescu Codrin Matei Mihai Zoescu 21.12.2023 Approve the Report on calculating the fixed remuneration of senior management for 2024 Andreea Cosmănescu Codrin Matei Mihai Zoescu IV. Assessment of suitability of persons in the management structure and key positions, in accordance with the provisions of FSA Regulation 1/2019 According to Article 26 para. (3) in conjunction with Art. 23 of FSA Regulation 1/2019, regulated entities are required to carry out the assessment of compliance with the requirements on competence, professional experience, reputation, integrity and governance referred to in Art. 5 para. (1) (a), (b) and (c) of the Regulation by members of the management structure, key persons and compliance officers. Infinity Capital Investments S.A. has complied with the provisions of Regulation No. 1/2019, so that during 2023, the Nomination and Remuneration Committee assessed the suitability of the management structure members and the persons occupying key positions, based on the information provided by the assessed persons in the statements drawn up in accordance with the template set out in Annex No. 1 to F.S.A. Regulation No. 1/2019, taking into account the fact that, since the date of the previous assessments, no changes have occurred with regard to the suitability of these persons. Individual and collective suitability assessments of both members of management and holders of key positions were carried out based on documents requested and made available to the Nomination and Remuneration Committee. The conclusions resulting from the assessment were based on the information regarding experience and knowledge required from documents such as CVs, diplomas and certificates, etc. With regard to the assessment’s conclusions, the Nomination and Remuneration Committee found that the members of management , the persons holding key positions, the persons appointed in the management of Infinity Capital Investments S.A. departments have the necessary knowledge, skills and experience and also comply with the requirements of reputation, honesty, integrity and governance, as set out in F.S.A. Regulation no. 1/2019 as amended.
Page 6 of 13 V. Remuneration policy of Infinity Capital Investments S.A. Law No 158/2020 amending, supplementing and repealing certain acts and laying down implementing measures for Regulation (EU) 2017/2.402 of the European Parliament and of the Council of 12 December 2017 establishing a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 introduces some new elements, such as reporting and remuneration policy, while shareholders' rights are strengthened for more transparent corporate governance. The remuneration policy of Infinity Capital Investments S.A., approved by the General Shareholders Meeting of 28.04.2021, has been developed with the aim of ensuring the proper functioning of the corporate governance mechanisms at the level of the company, for the shareholders benefit and the long-term growth of the company's value. During 2023, the Remuneration Policy did not undergo any changes. The basic components of the remuneration to be granted within Infinity Capital Investments S.A. are: a) fixed remuneration: payments or allowances, without taking into account performance criteria; b) variable pay: additional payments or allowances based on performance or, in certain cases, other contractual criteria. The fixed and variable components of directors' remuneration are set out in Article 8(8). (6) of the Articles of Incorporation of Infinity Capital Investments S.A. For having achieved the net profit indicator, the members of the Board of Directors, Senior Management and company employees are entitled to receive in aggregate, as approved by the Ordinary General Meeting of Shareholders and the provisions of the applicable Collective Labour Agreement, an additional incentive, subject to the approval of the annual financial statements by the Ordinary General Meeting. The additional incentive fund is determined and recorded as a provision so that the achievement of the net profit set by the Income and Expenditure Budget is not jeopardised. Payment of the additional incentive fund is made after approval of the annual financial statements. The variable remuneration granted within the company is not paid through vehicles and no methods are used that aim to artificially avoid the provisions of the applicable legal provisions. Both remuneration components (fixed and variable) may include - subject to the legal provisions and the Constitutive Act - monetary allowances (such as cash, shares, options, cancellation of loans to staff members on dismissal, pension contributions) or allowances that are not directly monetary (such as discounts, ancillary allowances, etc.).
Page 7 of 13 Infinity Capital Investments S.A. uses both quantitative (financial) and qualitative (non-financial) criteria to assess individual performance that are taken into account when granting remuneration. The quantitative assessments used must adequately reflect the risk presented by the shares of the staff member receiving the entitlement. The gross and net profit achieved by the company during the period for which the entitlement is calculated, the dynamics of total assets and net assets shall be taken into account. The Collective Labour Agreement regulates the fixed and variable remuneration for the company's employees, i.e. key persons, executive directors and other employees. VI. Information on remuneration paid by the company during 2023 Details of fixed remuneration paid by the Company during the financial year ended 31.12.2023 and the variable remuneration related to 2023 are set out in the table below: Indicators Gross amounts related to the activity carried out in 2023 (lei) Gross amounts actually paid during 2023 (lei) Gross amounts payable during 2024 (lei)** Number of beneficiaries 1. Remuneration paid to all SAI/AFIA staff (including outsourced functions) Fixed remuneration 8,623,881 8,058,660 565,221 - Variable remuneration* excluding performance fees, of which: 8,368,232 - 4,850,966 - - cash 4,850,966 - 4,850,966 - - other forms (value of shares offered free of charge on 12.03.2024) ** 3,517,266 - - - Variable remuneration representing performance fees - - - - 2. Remuneration paid to identified SAI/AFIA staff (including outsourced functions) A. BOD/SC members, of which Sorin - Iulian Cioacă President of the board of directors 717,947 188,023 237,616 1 Fixed remuneration 205,126 188,023 17,103 - Variable remuneration excluding performance fees, of which: 512,821 - 220,513 - - cash 220,513 - 220,513 -
Page 8 of 13 Indicators Gross amounts related to the activity carried out in 2023 (lei) Gross amounts actually paid during 2023 (lei) Gross amounts payable during 2024 (lei)** Number of beneficiaries - other forms (value of shares offered free of charge on 12.03.2024) ** 292,308 - - - Variable remuneration representing performance fees - - - - Mihai Trifu – Vice-president of the board of directors 717,948 188,023 237,617 1 Fixed remuneration 205,127 188,023 17,104 Variable remuneration excluding performance fees, of which: 512,821 - 220,513 - - cash 220,513 - 220,513 - - other forms (value of shares offered free of charge on 12.03.2024) ** 292,308 - - - Variable remuneration representing performance fees - - - - Mihai Zoescu – Member of the board of directors 748,729 216,249 240,172 1 Fixed remuneration 235,908 216,249 19,659 - Variable remuneration excluding performance fees, of which: 512,821 - 220,513 - - cash 220,513 - 220,513 - - other forms (value of shares offered free of charge on 12.03.2024) ** 292,308 - - - Variable remuneration representing performance fees - - - - Codrin Matei Member of the board of directors 748,729 216,249 240,172 1 Fixed remuneration 235,908 216,249 19,659 - Variable remuneration excluding performance fees, of which: 512,821 - 220,513 - - cash 220,513 - 220,513 - - other forms (value of shares offered free of charge on 12.03.2024) ** 292,308 - - -
Page 9 of 13 Indicators Gross amounts related to the activity carried out in 2023 (lei) Gross amounts actually paid during 2023 (lei) Gross amounts payable during 2024 (lei)** Number of beneficiaries Variable remuneration representing performance fees - - - - Andreea Cosmănescu Member of the board of directors 748,729 216,249 240,172 1 Fixed remuneration 235,908 216,249 19,659 - Variable remuneration excluding performance fees, of which: 512,821 - 220,513 - - cash 220,513 - 220,513 - - other forms (value of shares offered free of charge on 12.03.2024) ** 292,308 - - - Variable remuneration representing performance fees - - - - B. Directors/Members of the Board, of which: Sorin - Iulian Cioacă General Manager 2,505,672 1,152,455 641,126 1 Fixed remuneration 1,256,388 1,152,455 103,933 - Variable remuneration excluding performance fees, of which: 1,249,284 - 537,193 - - cash 537,193 - 537,193 - - other forms (value of shares offered free of charge on 12.03.2024) ** 712,092 - - - Variable remuneration representing performance fees - - - - Mihai Trifu – Deputy General Manager 2,295,019 1,055,739 586,532 Fixed remuneration 1,149,847 1,055,739 94,108 1 Variable remuneration excluding performance fees, of which: 1,145,172 - 492,424 - - cash 492,424 - 492,424 - - other forms (value of shares offered free of charge on 12.03.2024) ** 652,748 - - -
Page 10 of 13 Indicators Gross amounts related to the activity carried out in 2023 (lei) Gross amounts actually paid during 2023 (lei) Gross amounts payable during 2024 (lei)** Number of beneficiaries Variable remuneration representing performance fees - - - - C. Control positions (with an explicit indication of all positions included in this category) Risk Manager 370,685 233,795 136,890 2 Fixed remuneration 248,007 233,795 14,212 Variable remuneration excluding performance fees, of which: 122,678 - 122,678 - - cash 122,678 - 122,678 - - other forms (value of shares offered free of charge on 12.03.2024) ** - - - - Variable remuneration representing performance fees - - - - Compliance Officer 244,091 139,073 105,018 1 Fixed remuneration 149,259 139,073 10,186 - Variable remuneration excluding performance fees, of which: 94,832 - 94,832 - - cash 94,832 - 94,832 - - other forms (value of shares offered free of charge on 12.03.2024) ** - - - - Variable remuneration representing performance fees - - - - Internal Auditor 188,358 134,557 53,801 1 Fixed remuneration 142,994 134,557 8,437 - Variable remuneration excluding performance fees, of which: 45,364 - 45,364 - - cash 45,364 - 45,364 - - other forms (value of shares offered free of charge on 12.03.2024) ** - - - - Variable remuneration representing performance fees - - - -
Page 11 of 13 Indicators Gross amounts related to the activity carried out in 2023 (lei) Gross amounts actually paid during 2023 (lei) Gross amounts payable during 2024 (lei)** Number of beneficiaries D. Positions other than those indicated in letters A to C above, included in the category of identified staff (with express indication of all positions included in this category) Senior Management Advisor 659,819 376,936 136,726 2 Fixed remuneration 403,403 376,936 26,467 2 Variable remuneration excluding performance fees, of which: 256,416 - 110,259 1 - cash 110,259 - 110,259 - - other forms (value of shares offered free of charge on 12.03.2024) ** 146,157 - - - Variable remuneration representing performance fees - - - - Director of the Economic Department 530,703 249,097 129,245 1 Fixed remuneration 263,403 249,097 14,306 - Variable remuneration excluding performance fees, of which: 267,300 - 114,939 - - cash 114,939 - 114,939 - - other forms (value of shares offered free of charge on 12.03.2024) ** 152,361 - - - Variable remuneration representing performance fees - - - - Director of the Portfolio Department 823,158 523,155 144,865 1 Fixed remuneration 550,986 523,155 27,831 Variable remuneration excluding performance fees, of which: 272,172 - 117,034 - - cash 117,034 - 117,034 - - other forms (value of shares offered free of charge on 12.03.2024) ** 155,138 - - - Variable remuneration representing performance fees - - - - Investment manager 832,711 394,835 200,644 1
Page 12 of 13 Indicators Gross amounts related to the activity carried out in 2023 (lei) Gross amounts actually paid during 2023 (lei) Gross amounts payable during 2024 (lei)** Number of beneficiaries Fixed remuneration 416,515 394,835 21,680 Variable remuneration excluding performance fees, of which: 416,196 - 178,964 - - cash 178,964 - 178,964 - - other forms (value of shares offered free of charge on 12.03.2024) ** 237,232 - - - Variable remuneration representing performance fees - - - - C. Remaining Employees 4,884,632 2,799,041 2,085,591 Fixed remuneration 2,949,918 2,799,041 150,877 29 Variable remuneration excluding performance fees, of which: 1,934,714 1,934,714 46 - cash 1,934,714 - 1,934,714 - - other forms (value of shares offered free of charge on 12.03.2024) ** - - - - Variable remuneration representing performance fees - - - - * The variable cash remuneration represents the 2023 profit-sharing incentive that will be paid in 2024. ** The amount represents the value of the shares offered free of charge at the closing price (1.8150 lei/share) from 12/03/2024, which are to be distributed at the end of the 12-month period from the signing of the act of accession (18.03 .2024). *** The amounts regarding the fixed remuneration to be paid during 2024 represent the liquidation and related taxes for December 2023. By decision of the Board of Directors of Infinity Capital Investments S.A. no. 6 of 13.03.2024, the free offering of a number of 1,937,888 shares to administrators, directors and employees of the company, as part of a "Stock Option Plan", was approved, in accordance with decisions no. 7 and no. 8 of the Extraordinary General Meeting of Shareholders of April 27, 2023. In the period 2019-2023, the total value of the total gross remuneration of managers was in the range of 4.93 million lei - 8.48 million lei, and the average gross remuneration of employees was in the range of 116 thousand lei - 184.9 thousand lei. In the same period, the annual budgeted net profit was exceeded, and the net asset value per unit increased from 3.8274 lei/share to 5.8888 lei/share (an increase of 53.86%).
Page 13 of 13 The following table shows the evolution of the directors' remuneration and the evolution of net assets: 2023 2022 2021 2020 2019 Total executive remuneration 8,482,772 8,356,396 5,570,005 4,930,430 5,882,294 Net asset value 2,797,169,778 2,112,294,285 2,197,633,426 1,998,462,854 2,338,712,803 In 2023, a provision for incentives in the amount of 8,500,000 lei was set up to be granted to employees, directors working under a mandate contract and directors of the Company. These bonuses will be distributed in 2024 after the General Meeting of Shareholders approves the separate annual financial statements, prepared for the year in which the profit from which the incentives are granted was made. In 2023, AIFM paid variable remuneration to its staff representing awards (incentives) for 2023 in the amount of 7,299,800 lei which were recorded as costs by setting up a provision at the end of 2022, without affecting the result for the current period. Nomination and Remuneration Committee at 31.12.2023 Andreea Cosmănescu - non-executive director - president Codrin Matei - non-executive director Mihai Zoescu - non-executive director
Page 1 of 134
RETAIL INVESTOR ALTERNATIVE INVESTMENT FUND (R.I.A.I.F.) F.S.A. register number: PJRO09FIAIR/160001/08.06.2021 Page 2 of 16 I. Introduction With the transposition into national law of Directive (EU) 2017/828 on the encouragement of long-term shareholder engagement, through Law No. 158/2020 amending Law No. 24/2017 on issuers of financial instruments and market operations, companies whose shares are admitted to trading on a regulated market are obliged to apply the new provisions concerning, inter alia, the remuneration paid to directors, defined as "any member of the board of directors, as well as any director, in the case of the unitary management system, and any member of the supervisory board, as well as the management board, in the case of the dual management system, under Law no. 31/1990, republished, as subsequently amended and supplemented, including in all cases in which the general manager and, if there is such a position, the deputy general manager, has been appointed". Issuers are required to prepare a remuneration policy applicable to senior executives and to submit it to a shareholders’ voting. Issuers may only pay remuneration to senior management in accordance with the Remuneration Policy that has been approved at the Ordinary General Meeting of Shareholders. In certain exceptional circumstances (justified only by the need to ensure the long-term sustainability of the company), companies may derogate from the Remuneration Policy, to the extent that the Remuneration Policy includes applicable procedural clauses and delineates the elements from which a derogation may be made. In this context, the Ordinary General Meeting of Shareholders of Infinity Capital Investments S.A., held on 28.04.2021, approved by resolution no. 9, the Remuneration Policy of S.I.F. Oltenia S.A. (now Infinity Capital Investments S.A.), in accordance with the provisions of Article 92 of Law no. 24/2017 on issuers of financial instruments and market operations. As required by law, the Remuneration Policy must be submitted to a shareholder vote at least once every 4 years or in case of any significant change. The Remuneration Policy, together with the date and results of the vote, is also published on the Company's website, www.infinitycapital.ro, under "Corporate Governance". This report is prepared in accordance with the provisions of Articles 106 and 107 of Law no. 24/2017 republished and in accordance with the Company's Remuneration Policy, which has been drawn up in accordance with the legal provisions set out above and the provisions of the Company's Articles of Association and ESMA Guideline no. 232/2013 on sound remuneration policies in accordance with DAFIA.
RETAIL INVESTOR ALTERNATIVE INVESTMENT FUND (R.I.A.I.F.) F.S.A. register number: PJRO09FIAIR/160001/08.06.2021 Page 3 of 16 By resolution no. 8 of 27.04.2023 of the General Meeting of Shareholders, the Report on the remuneration of the managers of S.I.F. Oltenia S.A. during 2022 was approved. Thus, during 2023, the remuneration was made taking into account the resolution of the General Meeting of Shareholders of 27.04.2023. II. Remuneration policy The remuneration policy aims to create the conditions for implementing a remuneration system that leads to an efficient management activity, with a view to increasing the company's value in the long term, under risk-taking conditions in line with the risk profile of Infinity Capital Investments S.A. and the relevant legal regulations. The Remuneration Policy aims to ensure that the remuneration level and composition is in line with long-term objectives and strategy, and performance is a decisive factor in determining remuneration. The remuneration policy is designed to ensure that the level of remuneration within Infinity Capital Investments S.A. is well sized to attract, retain and motivate competent and experienced individuals within the Board of Directors, senior management and employees. At the same time, the Remuneration Policy does not introduce incentives that may favour self-interest over the interests of the company. The Remuneration Policy developed and implemented at Infinity Capital Investments S.A. does not encourage excessive risk-taking in relation to sustainability risks, but is linked to risk- adjusted performance (remuneration structure focused on achieving a certain level of profit). Identified staff The category of identified staff to whom the provisions of the Remuneration Policy apply includes the following persons (except where the work carried out by these persons does not have a significant impact on the company's risk profile): members of the Board of Directors; senior management, namely the Manager of the Economic Department and the Manager of the Portfolio Department, as well as any other director who has powers to manage the day-to-day business of Infinity Capital Investments S.A., in accordance with the applicable rules; staff with control functions: Compliance Department representative, risk managers, internal auditor; other risk-takers: members of staff whose professional activities - separately or together as members of a company structure - may have a significant influence on the company's risk
RETAIL INVESTOR ALTERNATIVE INVESTMENT FUND (R.I.A.I.F.) F.S.A. register number: PJRO09FIAIR/160001/08.06.2021 Page 4 of 16 profile, including persons who may enter into contracts/positions and take decisions that significantly affect the risk to which the company is exposed; other persons whose total remuneration falls into the same remuneration category as that of the directors and risk-takers. 1. Performance evaluation The purpose of the performance evaluation in Infinity Capital Investments S.A. is to align the remuneration system with the performance of the identified staff, taking into account the risks posed by the specific activity of the company. To this end, a mix of quantitative (financial) and qualitative (non-financial) criteria is used, taking into account the overall performance of Infinity Capital Investments S.A., the performance of the structure to which the appraisee belongs and its link with the risks of the activity carried out by the appraisee. The evaluation of individual staff performance is based on written internal procedures, which contain express provisions on the principles for setting individual performance targets and how their achievement is assessed. Among the elements taken into account for assessing individual performance are: - the tasks and responsibilities of the identified staff; - the overall performance of the company and the performance of the operational structure in which the appraisee operates; - the achievement of individual objectives in relation to the requirements of the job; - the identified staff’s way of complying with the obligations towards the company, in particular to act loyally, honestly, fairly and professionally in the best interests of Infinity Capital Investments S.A. In order to align the interests of the identified staff with those of Infinity Capital Investments S.A. in the medium and long term, the evaluation process of the identified staff is multi-year and takes into account the risk profile of the company. In the case of control functions, the performance evaluation is carried out taking into account the way in which these persons have carried out the specific duties of each position, as well as the way in which the specific objectives set by the Board of Directors have been achieved. The assessment of persons exercising control functions is not linked to the performance of the structures they control. The link between the performance recorded by the company in the last 5 years and the level of remuneration paid to managers and employees, as provided by Article 106 of Law 24/2017, is shown in the following table:
RETAIL INVESTOR ALTERNATIVE INVESTMENT FUND (R.I.A.I.F.) F.S.A. register number: PJRO09FIAIR/160001/08.06.2021 Page 5 of 16 2023 2022 2021 2020 2019 Total remuneration of managers 8,482,772 8,356,396 5,570,005 4,930,430 5,882,294 Change from previous year (%) 1.5123% 50.0249% 12.9720% -16.1819% Average remuneration on a full-time equivalent basis of employees Company employees - average remuneration 184,986 150,423 116,733 123,479 133,321 Change from previous year (%) 22.9770% 28.8607% -5.4633% -7.3822% Company performance Net profit 67,667,294 164,808,485 37,550,738 52,231,020 124,132,274 Change from previous year (%) -58.9419% 338.8955% -28.1064% -57.9231% NAVU/share (depositary certificate at 31 December) 5.8888 4.4328 4.3953 3.8274 4.0311 Change from previous year (%) 32.8461% 0.8532% 14.8377% -5.0532% From the presented data, it can be seen that the steps taken by the company's management and employees to create the conditions for increasing the long-term value of the assets are carried out under the conditions of adequate remuneration of staff, with the aim of attracting and retaining well-trained professionals within the company who are remunerated for the quality of the activities performed. Risk-aligned performance evaluation is carried out annually, within an appropriate framework, to ensure that the evaluation process is performance-based and that the actual payment of the performance-related components of variable remuneration is made over a period that takes into account the company's policies and the risks of the business. The assessment of the performance target achievement for the purpose of granting variable remuneration is made by the Nomination and Remuneration Committee.
RETAIL INVESTOR ALTERNATIVE INVESTMENT FUND (R.I.A.I.F.) F.S.A. register number: PJRO09FIAIR/160001/08.06.2021 Page 6 of 16 2. Remuneration structure The basic components of the remuneration to be granted within Infinity Capital Investments S.A. are: a) fixed remuneration: payments or allowances without taking into account performance criteria; b) variable remuneration: additional payments or allowances based on performance or, in certain cases, other contractual criteria. The fixed and variable components of directors' remuneration are set out in Article 8 (6) of the Articles of Association of Infinity Capital Investments S.A., respectively: "Directors shall be remunerated for the work performed, the monthly remuneration and other rights due to directors shall be determined by resolutions of the Ordinary General Meeting of Shareholders of the company. Directors' remuneration consists of a fixed monthly allowance and a variable component. The general limits of the variable remuneration are set by resolutions of the ordinary General Meeting of Shareholders of the company. Variable remuneration may be granted to members of the Board of Directors, members of senior management and employees of the company within the general limits approved by the General Meeting of Shareholders, subject to the achievement of the net profit indicator and the approval of the annual financial statements by the General Meeting of Shareholders. The fund for granting variable remuneration for the achievement of the net profit performance indicator shall be determined and recorded as a provision, so that the achievement of the net profit set by the Income and Expenditure Budget is not jeopardised. Payment of variable remuneration shall be made after approval of the annual financial statements. In the case of instruments granted under Stock Option Plan programs for directors and executives, the allocation criteria are established in accordance with the specific legislation, as well as with the provisions of the Articles of Incorporation and of the management and mandate contracts, and for employees, the Board of Directors establishes the eligibility criteria for SOP beneficiaries, the number of instruments to be granted to each category of beneficiaries, in accordance with the provisions of the specific legislation on sound remuneration policies, as well as the mechanisms for implementing the SOP." The variable remuneration granted within the company is not paid through vehicles and no methods are used to artificially avoid the provisions of the applicable legal provisions.
RETAIL INVESTOR ALTERNATIVE INVESTMENT FUND (R.I.A.I.F.) F.S.A. register number: PJRO09FIAIR/160001/08.06.2021 Page 7 of 16 Both remuneration components (fixed and variable) may include - subject to the legal provisions and the Articles of Association - monetary allowances (such as cash, shares, options, cancellation of loans to staff members on dismissal, pension contributions) or allowances that are not directly monetary (such as discounts, ancillary allowances, etc.). 3. Remuneration of members of the Board of Directors Fixed remuneration The monthly remuneration of each member of the Board of Directors, approved by the Ordinary General Meeting of Shareholders on 29.10.2020, is 10,000 lei net. The directors, members of the advisory committees, receive an additional remuneration for their work, amounting to 5% of the gross monthly remuneration, i.e. 500 lei net for each advisory committee. The fixed monthly remuneration of the company's officers (CEO and Deputy CEO), as set out in the management contracts, annexed to the Remuneration Policy that was approved by the Ordinary General Meeting of Shareholders on 28.04.2021, is: - the equivalent of 12 gross average salaries per company for the CEO; - the equivalent of 11 gross average salaries per company for the Deputy CEO. The remuneration of the senior management is calculated from January for the whole financial year, based on the calculated average salary per company. The average salary per company is the sum of the monthly base (management) salaries plus the permanent bonuses of the company's employees, based on the number of full-time employees with permanent employment contracts as at 31 December of the year ended. In order to strengthen the corporate governance mechanisms within Infinity Capital Investments S.A. and to ensure that the senior management’s interests are properly aligned with the long-term interests of the company, the mandate contracts provide that in the event of unjustified revocation of the mandate holder, the mandate holder is entitled to receive damages equal to the value of two fixed monthly remunerations. Variable remuneration According to the Remuneration Policy approved by the General Meeting of Shareholders in April 2021, the members of the Board of Directors will receive additional remuneration for the achievement of the net profit indicator in the form of annual profit sharing, subject
RETAIL INVESTOR ALTERNATIVE INVESTMENT FUND (R.I.A.I.F.) F.S.A. register number: PJRO09FIAIR/160001/08.06.2021 Page 8 of 16 to the approval of this form of reward at the General Meeting approving the annual financial statements. Without prejudice to the shareholders' rights provided for in Article 153 18 of Law no. 31/1990, the general limits of all additional remuneration for the Board of Directors members and the company's officers are set by the Remuneration Policy at 0.42% of the average net asset value of the previous year. The actual level of the additional remuneration for senior management shall be determined by the Board of Directors. These amounts are components of the additional incentive fund, which is determined and recorded as a provision, so as not to jeopardise the net profit established by the Income and Expenditure Budget. The payment of the additional remuneration will be made after the approval of the annual financial statements by the Ordinary General Meeting of Shareholders of Infinity Capital Investments S.A.. 4. Components of the total remuneration of members of the Board of Directors Table 4.1. Components of the total remuneration Component Elements Payment method Beneficiaries Fixed Monthly remuneration 10,000 lei net Cash Members of the Board of Directors 12 gross average salaries/company Cash CEO 11 average gross salaries/company Cash Deputy CEO Other remuneration Pension fund Payment of contributions is retained by the company Members of the Board of Directors Additional remuneration 5% of gross monthly pay/committee Cash For Directors who are members of advisory committees Variable - subject to the achievement of the budgeted net profit indicator and approval of the GMS Additional remuneration Maximum limit: 0.42% of the average net asset value for the previous year Cash Members of the Board of Directors and officers of the company
Page 9 of 16 5. Total remuneration for members of the Board of Directors, broken down by fixed/variable components Total remuneration is designed to create the conditions for achieving the long-term performance objective of increasing the total value of the company's assets and, therefore, its net asset value per unit, as well as intermediate objectives, including the annual net profit level. To this end, the total remuneration granted at company level is aimed at strengthening the team of professionals, meaning that the level of remuneration within Infinity Capital Investments S.A. is appropriately sized in order to attract, retain and motivate competent and experienced individuals within the Board of Directors, senior management, as well as among the company's employees. At the same time, the Remuneration Policy does not introduce incentives that could favour self-interest over the interests of the company. The remuneration policy is consistent with the business strategy, objectives, values and interests of the company, as well as the interests of investors. Table 5.1. Remuneration of current and former managers for the year 2023 (gross amounts out of which taxes and duties are paid) Full name Position held Mandate implementation period Fixed remuneration -lei- Variable remuneration -lei- Total remuneration -lei- Fixed remuneration % Variable remuneration % Total remuneration received from any entity belonging to the Infinity Capital Investments S.A. Group** -lei- In the form of cash In the form of free shares* Total Sorin - Iulian Cioacă President of the BoD – CEO 01.01.2023- 31.12.2023 1,461,514 757,705 1,004,400 1,762.,105 3,223,618 45.3377 54.6623 16,026
Page 10 of 16 Mihai Trifu Vice President of the BoD - Deputy CEO 01.01.2023- 31.12.2023 1,354,974 712,937 945,056 1,657,993 3,012,967 44.9714 55.0286 16,026 Mihai Zoescu Member of the BoD 01.01.2023- 31.12.2023 235,908 220,513 292,308 512,821 748,729 31.5078 68.4922 - Codrin Matei Member of the BoD 01.01.2023- 31.12.2023 235,908 220,513 292,308 512,821 748,729 31.5078 68.4922 184,370 Andreea Cosmănescu Member of the BoD 01.01.2023- 31.12.2023 235,908 220,513 292,308 512,821 748,729 31.5078 68.4922 86,335 Total 3,524,212 2,826,380 2,132,181 4,958,561 8,482,772 41.5455 58.4545 302,757 *Value of shares at the closing price (1.8150 lei/share) from 12/03/2024, as they were distributed according to the decision of the Board of Directors of Infinity Capital Investments S.A. from 13/03/2024 **- Sorin - Iulian Cioacă - remuneration received as a member of the BoD at Electromagnetica S.A., from the date the company became a subsidiary of the Infinity Capital Investments S.A. group, namely: 17.11.2023-31.12.2023; - Mihai Trifu - remuneration received as a member of the BoD at Electromagnetica S.A., from the date the company became a subsidiary of the Infinity Capital Investments S.A. group, namely: 17.11.2023-31.12.2023; - Codrin Matei - remuneration received as member of the Board of Directors of Mercur S.A. (02.03.2023-31.12.2023), remuneration received as President of the Board of Directors (01.01.2023- 25.02.2023) and subsequently member of the Board of Directors of Flaros S.A. (26.02.2023-31.12.2023) and remuneration received as member of the Board of Directors of Argus S.A. (26.04.2023- 31.12.2023); - Andreea Cosmănescu - remuneration received as President of the Board of Directors of Flaros S.A. (26.02.2023-31.12.2023). The variable remuneration in the form of cash presented in the table above represents the performance bonus related to 2023, which is to be distributed during 2024, after the approval of the financial statements by the General Meeting of Shareholders, on a date established by the Board of Directors of the company.
Page 11 of 16 During 2024, Infinity Capital Investments S.A. will carry out a program to buy back 1,937,888 own shares for free distribution to the directors, officers and employees of the Company, in accordance with decisions no. 7 and no. 8 of the Extraordinary General Meeting of Shareholders of April 27, 2023. By decision of the Board of Directors of Infinity Capital Investments S.A. no. 6 of 13.03.2024, the free offering of a number of 1,937,888 shares to directors, officers and employees of the company, as part of a "Stock Option Plan", was approved. Also, by the Decision of the Board of Directors no. 6 of 13.03.2024 the list of eligible persons was approved. By the same Decision, the authorization of the senior management to sign, on behalf of the Company, the Act of Accession concluded between the company and the Eligible Persons was approved. The price for exercising the option right on the shares by the Eligible Persons is zero lei/share. Eligible persons are entitled to exercise their Option and acquire the corresponding number of Reserved Shares at the expiration of a period of 12 months from the signing of the Accession Act, subject to the cumulative fulfillment of the conditions necessary for the vesting, approved by the decision of the Board of Directors and mentioned within the Acts of Accession concluded with each individual eligible person. Eligible persons can exercise the right of option within a period of 1 month from the date of receipt of the notification regarding the fulfillment of the conditions to exercise the Options. According to the company's Remuneration Policy, the general limits of all additional remuneration of the members of the Board of Directors of the company's directors are set at 0.42% of the average net asset value of the previous year. The variable remuneration related to 2023 to be granted to the members of the Board of Directors and the officers of the company amounts to 4,958,561 lei. The average net asset value of 2023 was 2,350,416,814 lei, which means that the general limit is worth 9,871,751 lei. Following the data presented, it appears that the variable remuneration granted falls within the limit established by the Remuneration Policy.
Page 12 of 16 6. Comparative information on remuneration changes and company performance Table. 6.1 Comparative information on remuneration changes and issuer performance over the last 5 years (remunerations represent gross amounts from which taxes and related fees are paid) Annual percentage change 2023** 2022* 2021 2020 2019 Remuneration of leaders and members of the BoD Sorin - Iulian Cioacă - President of the BoD - CEO 3,223,619 3,180,727 2,257,035 74,079 - Change from previous year (%) 1.3485% 40.9250% N/A Mihai Trifu - Vice-President of the BoD - Deputy CEO 3,012,967 2,942,279 2,059,209 60,594 - Change from previous year (%) 2..4025% 42.8839% N/A Mihai Zoescu - Board member 748,729 748,728 298,403 - - Change from previous year (%) 0.0001% N/A N/A Codrin Matei - Board member 748,729 748,728 525,643 21,892 - Change from previous year (%) 0.0001% 42.4404% N/A Andreea Cosmănescu - Board member 748,729 735,934 61,211 - - Change from previous year (%) 1.7386% N/A N/A Adrian Andrici - Board member - - 368,504 21,892 - Change from previous year (%) N/A N/A N/A Ciurezu Tudor - President of the BoD - CEO - - - 2,160,352 2,600,231
Page 13 of 16 Change from previous year (%) N/A N/A N/A N/A Cristian Bușu - Vice President of the BoD - Deputy CEO - - - 1,825,507 1,966,152 Change from previous year (%) N/A N/A N/A N/A Radu Hanga – Board member - - - 82,820 267,657 Change from previous year (%) N/A N/A N/A N/A Radu Anina - Board member - - - 193,272 260,199 Change from previous year (%) N/A N/A N/A N/A Ana Barbara Bobirca – Board member - - - 100,707 267,657 Change from previous year (%) N/A N/A N/A N/A Stoian Nicolae - Board member - - - 196,515 264,267 Change from previous year (%) N/A N/A N/A N/A Popa Carmen - Board member - - - 192,800 256,131 Change from previous year (%) N/A N/A N/A N/A Total remuneration of managers 8,482,772 8,356,396 5,570,005 4,930,430 5,882,294 Change from previous year (%) 1.5123 50.0249 12.9720 -16.1819 Average remuneration based on full-time employees Company employees - average remuneration 184,986 150,423 116,733 123,479 133,321 Change from previous year (%) 22.9770 28.8607 -5.4633 -7.3822 Company performance Net profit 67,667,294 164,808,485 37,550,738 52,231,020 124,132,274
Page 14 of 16 Change from previous year (%) -58.9419 338.8955 -28.1064 -57.9231 NAVU/share (depositary receipts at 31 December) 5.8888 4.4328 4.3953 3.8274 4.0311 Change from previous year (%) 32,8461% 0.8532% 14.8377% -5.0532% Gross dividends distributed in year x for year x-1 0 15,000,000 25,000,000 52,214,914,30 84,081,469,35 Change from previous year (%) - -40.0000% -52.1210% -37.8996% * Amounts include fixed remuneration for 2022 and variable remuneration for 2022 but paid in 2023. ** The amounts contain the fixed remuneration related to 2023 and the variable remuneration related to 2023, but to be actually paid in 2024. (both in the form of cash and in the form of shares offered free of charge). N/A= the comparison is not relevant given that in the two reference years, the periods in which the mandate was exercised are different. Total executive compensation for 2023 increased 1.5123% over 2022 compensation, and average employee full-time equivalent compensation increased 22.9770% over 2022 average compensation. The net profit of the reporting period is 67,667,294 lei, down by 58.9419% compared to 31.12.2022 (164,808,485 lei), this indicator being significantly influenced by the dynamics of dividend income. Compared to the net profit forecast in the revenue and expenditure budget for 2023 (20,597,258 lei), the net profit recorded at the end of 2023 is 328.53% higher. The net assets of Infinity Capital Investments S.A. recorded at the end of 2023 the historical maximum of the last 10 years, namely the value of 2,797,169,778 lei. This corresponds to a net asset value per unit of 5.8888 lei/share.
Page 15 of 16 The historical evolution of total assets and net assets, in the period January 2013 - December 2023, is presented in the following graph: Graph 6.1. Evolution of total assets and net assets (internal data) Dividend policy of Infinity Capital Investments S.A. aims both to satisfy the interests of investors in the short term, and to institutional development in the medium and long term, with the aim of increasing the value of the company's total assets in the long term, so that part of the net profit can be allocated to reserves, in order to create the its own sources necessary for the investment activity. Depending on macroeconomic developments and existing/estimated investment opportunities, the management of Infinity Capital Investments S.A. may propose to the shareholders a significant reduction in the value of the distributed dividends, including keeping the related amounts for the financial support of the targeted investment projects or alternative forms of remuneration for the shareholders (for example, by running possible redemption programs). Considering the uncertainty and macroeconomic risks present at the beginning of 2023, the Board of Directors of the company proposed to the General Meeting of Shareholders on April 27, 2023, the distribution of the profit to "other reserves", for own sources, in order to support future investments, which point was approved by decision no. 5 of the meeting.
Page 16 of 16 7. Principles for the recovery of variable remuneration The variable remuneration is granted only if the profit indicator set by the Income and Expenditure Budget is achieved and is subject to the approval of the General Meeting of Shareholders. The company may request recovery of the variable remuneration if it is found that it was granted on the basis of erroneous or false data or material errors in the documents on the basis of which the remuneration was determined. The recovery of variable remuneration starts from the time of the finding and can be requested by Infinity Capital Investments S.A. to be repaid within 3 years from the date of the finding. 8. Deviation from the provisions of the Remuneration Policy During 2023, the remuneration granted by the Company to the identified personnel was carried out in compliance with the principles set out in the Remuneration Policy approved by the GMS on 28 April 2021 and no deficiencies were noted. Infinity Capital Investments S.A. has not made any deviations from the provisions of the Remuneration Policy or falling within the exemptions provided for in Article 106, para. (6) of Law no. 24/2017 republished. Nomination and Remuneration Committee at 31.12.2023 Andreea Cosmănescu - non-executive director - president Codrin Matei - non-executive director Mihai Zoescu - non-executive director