SIF Muntenia : Independent Auditors’ Report, Deloitte Audit SRL

Deloitte Audit S.R.L.

The Mark Tower,

82-98 Calea Griviței,

Sector 1, 010735

Bucharest, Romania

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www.deloitte.ro

INDEPENDENT AUDITOR'S REPORT

To the Shareholders,

SIF Muntenia S.A.

Report on the Audit of the Financial Statements

Opinion

1. We have audited the financial statements of SIF Muntenia S.A. ("the Company"), with registered office in Serghei Vasilievici Rahmaninov Street, no. 46-48, ground floor, room 2, sector 2, Bucharest, Romania, identified by unique tax registration code 3168735, which comprise the statement of financial position as at December 31, 2023, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.
2. The financial statements as at December 31, 2023 are identified as follows:

•	Equity	RON	2,233,992,011
•	Net profit for the financial year	RON	212,803,021

3. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union ("EU") and applying Financial Supervisory Authority ("FSA") Norm no. 39/28 December 2015, regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorized, regulated and supervised by the FSA - Financial Investments and Instruments Sector, with subsequent amendments (referred to herein as "FSA Norm no. 39/2015").

Basis for Opinion

4. We conducted our audit in accordance with International Standards on Auditing (ISAs), Regulation (EU) No. 537/2014 of the European Parliament and the Council (herein after referred to as "the Regulation") and Law 162/2017 on the statutory audit of annual financial statements and annual consolidated financial statements and on amending other pronouncements (herein after referred to as "the Law 162/2017"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), in accordance with ethical requirements relevant for the audit of the financial statements in Romania including the Regulation and the Law 162/2017 and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	How our audit addressed the matter
Valuation of equity investments
	In order to address the key audit matter, our audit focus was to
We refer to note 13 to the financial statements	assess relevant controls over the valuation process of equity
which presents the investments in financial	investments at fair value. Our analysis of the design and
assets at fair value, including equity investments	implementation of the relevant controls provided a basis for us
representing shares held by the Company. As at	to establish the planned nature, timing and extent of our
December 31, 2023, these equity investments	detailed audit procedures.
represent approximately 76% of the total assets
of the Company.	For the significant listed equity investments, we have evaluated
	the Company's analyzes and policies regarding trading
Equity investments presented to Level 3 of the	frequency to identify securities that do not have an active
fair value hierarchy represent RON 263.8 million	market. For significant listed equity investments within Level 1
and consist of participations held by the	of the fair value hierarchy, we assessed the accuracy of the
Company in unlisted or listed but not liquid,	capital market closing price of the shares as of December 31,
Romanian companies.	2023 or the last available trading day at the end of the reporting
	period.
The determination of fair value presented to
Level 3 equity investments has been performed	For a sample of equity investments with a fair value presented
on the basis of valuation models using financial	to Level 3 determined by us, whose fair value was determined
information of the valued companies available as	by using valuation models that include significant valuation
of December 31, 2023 or prior to December 31,	assumptions, we involved our own internal valuation specialists,
2023, which involves significant judgments and a	who assessed the valuation methodology, significant
high degree of estimates.	assumptions and unobservable inputs used by the valuers and
	their professional competence and independence from the
These reports were performed by independent	Company.
valuers appointed by the Company's
management and by authorized in-house valuers	We have assessed the Company Management's analyses for the
of the Company. For the equity investments	period following the date of the valuation reports until
valued using financial information available prior	December 31, 2023, in order to identify significant events which
to December 31, 2023, the management of the	may have a significant impact on the fair value of equity
Company performed an analysis for the period	investments as at December 31, 2023.
following the date of the valuation of the
participations until December 31, 2023 in order	We have also assessed the mathematical accuracy of the
to identify significant changes in the fair values of	significant changes in fair value that have been reflected in the
equity investments as at December 31, 2023.	financial statements.
This was a key area of focus in our audit due to	We have also considered whether the financial statements
the significance of the amounts involved, the	appropriately reflect all the material disclosures in relation to
complexity involved in valuing these	equity investments according to the accounting policies of the
investments, the significance of the judgments	Company and IFRS 13 Fair Value Measurement ("IFRS 13")
and estimates included in the valuation, as well	requirements. In this regard, we assessed the presentation of
as the reflection of the changes in fair value in	the material information on fair value hierarchy policy and
the financial statements.	disclosures regarding significant unobservable and observable
	inputs in accordance with disclosures of IFRS 13.

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Other information

6. The administrators are responsible for the preparation and presentation of the other information. The other information comprises the Administrators' report and the Remuneration report, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and, unless otherwise explicitly mentioned in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements for the year ended December 31, 2023, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Other responsibilities of reporting with respect to other information - Administrators' report

With respect to the Administrators' report, we read it and report if this has been prepared, in all material respects, in accordance with the provisions of FSA Norm no. 39/2015 articles no. 8-13.

On the sole basis of the procedures performed within the audit of the financial statements, in our opinion:

1. the information included in the Administrators' report, for the financial year for which the financial statements have been prepared is consistent, in all material respects, with these financial statements;
2. the Administrators' report has been prepared, in all material respects, in accordance with the provisions of FSA Norm no. 39/2015 articles no. 8-13.

Moreover, based on our knowledge and understanding concerning the Company and its environment gained during the audit on the financial statements prepared as at December 31, 2023, we are required to report if we have identified a material misstatement of this Administrators' report. We have nothing to report in this regard.

Other reporting responsibilities with respect to other information - Remuneration report

With respect to the Remuneration report, we read it to determine if it presents, in all material respects, the information required by article 107, paragraphs (1) and (2) of Law 24/2017 regarding the issuers of financial instruments and market operations, republished. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

1. Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and applying FSA Norm no. 39/2015 and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
2. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
3. Those charged with governance are responsible for overseeing the Company's financial reporting process.

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Auditor's Responsibilities for the Audit of the Financial Statements

1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
2. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
3. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
   • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
   • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
   • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
   • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
4. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
5. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
6. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Report on Other Legal and Regulatory Requirements

Requirements for audits of public interest entities

15. We were appointed by the Ordinary General Meeting of Shareholders on October 19, 2021 to audit the financial statements of SIF Muntenia S.A. for the financial years ended December 31, 2022, and December 31, 2023. The uninterrupted total duration of our commitment is two years, covering the financial years ended December 31, 2022 and December 31, 2023.

We confirm that:

• Our audit opinion is consistent with the additional report submitted to the Audit Committee of the Company that we issued the same date we issued this report. Also, in conducting our audit, we have retained our independence from the audited entity.
• No non-audit services referred to in Article 5 (1) of EU Regulation no. 537/2014 were provided.

The engagement partner on the audit resulting in this independent auditor's report is Irina Dobre.

Report on compliance with Law no. 162/2017 on the statutory audit of annual financial statements and annual consolidated financial statements and on amending other pronouncements ("Law 162/2017"), and Commission Delegated Regulation (EU) 2018/815 on the European Single Electronic Format Regulatory Technical Standard ("ESEF")

16. We have undertaken a reasonable assurance engagement on the compliance with Law 162/2017 and Commission Delegated Regulation (EU) 2019/815 applicable to the financial statements included in the annual financial report of SIF Muntenia S.A. ("the Company") as presented in the digital file which contains the unique code ("LEI") 2549007DHG4WLBMAAO98 ("Digital Files").

1. Responsibilities of Management and Those Charged with Governance for the Digital Files prepared in compliance with ESEF

SIF Muntenia S.A. management is responsible for preparing the Digital Files that comply with ESEF. This responsibility includes:

• the design, implementation and maintenance of internal controls relevant to the application of ESEF;
• ensuring consistency between the Digital Files and the financial statements to be submitted in accordance with FSA Norm 39/2015.

Those charged with governance are responsible for overseeing the preparation of the Digital Files that comply with ESEF.

1. Auditor's Responsibilities for the Audit of the Digital Files

Our responsibility is to express a conclusion on whether the financial statements included in the annual financial report complies in all material respects with the requirements of ESEF based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE 3000) issued by the International Auditing and Assurance Standards Board.

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Our firm applies International Standard on Quality Management 1 ("ISQM1"), and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

A reasonable assurance engagement in accordance with ISAE 3000 involves performing procedures to obtain evidence about compliance with ESEF. The nature, timing and extent of procedures selected depend on the auditor's judgment, including the assessment of the risks of material departures from the requirements set out in ESEF, whether due to fraud or error. A reasonable assurance engagement includes:

• obtaining an understanding of the Company's process for preparation of the digital files in accordance with ESEF, including relevant internal controls;
• reconciling the digital files with the audited financial statements of the Company to be submitted in accordance with FSA Norm 39/2015;
• evaluating if the financial statements contained in the annual report have been prepared in a valid XHTML format.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

In our opinion, the financial statements for the year ended December 31, 2023 included in the annual financial report in the Digital Files comply in all materials respects with the requirements of ESEF.

In this section, we do not express an audit opinion, review conclusion or any other assurance conclusion on the financial statements. Our audit opinion relating to the financial statements of the Company for the year ended December 31, 2023 is set out in the "Report on the audit of the financial statements" section above.

Irina Dobre, Audit Partner

For signature, please refer to the original

Romanian version.

Registered in the Electronic Public Register of Financial

Auditors and Audit Firms under AF 3344

On behalf of:

DELOITTE AUDIT SRL

Registered in the Electronic Public Register of Financial

Auditors and Audit Firms under FA 25

The Mark Building, 84-98 and 100-102 Calea Griviței, 9th Floor, District 1

Bucharest, Romania

March 28, 2024

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