OIL TERMINAL SA’

MANAGERS REPORT

For the financial year ended on

31 December 2021

CONTENT

1. Managers’ Report........................................................................................................ 3 - 96

2. Non-financial statement.....................................................................................................97 - 103

3. Notice of resignation of Board of Directors’ member ..............................................................104

4. Statement of responsible persons according to art. 65 of Law

24/2017and art. 223 of FSA Regulation no. 5/2018............................................................. 105

5. Title page of financial situations...........................................................................................106

6. Situation of financial position...................................................................................... 107 - 108

7. Situation of overall result ...................................................................................................... 109

8. Situation of cash flows.......................................................................................................... 110

9. Situation of change in equity.......................................................................................... 111 - 112

10. Notes on financial situations.......................................................................................... 113 - 183

11. Statement of Board of Directors according to art. 30 of Law 82/1991................................... 184

12. Financial auditor’s Report ............................................................................................185 - 194

13. Report on managerial internal control system ..................................................................... 195

OIL TERMINAL SA’

MANAGERS REPORT

For the financial year ended on

31 December 2021

CONTENT

ANNEX: Non financial statement for 2021

Managers’ resignation/dismissal documents

1.COMPANY’ PRESENTATION

1.1 Data of identification for report and issuer

1.2 Company’ main activity

Oil Terminal SA has a strategic position within the Black Sea area, being the largest operator of oil products in Constanta Port, which object of activity includes services supplies regarding receiving, loading, discharging, storage and conditioning of crude oil, oil, petrochemical and liquid chemical products for import, export and transit (cod CAEN 5224- handlings).

The oil terminal of Constanta is located in south-eastern Europe, at the junction of shipping lanes between Asia, Central and Western Europe and Middle East.

The oil terminal has a history of more than 120 years providing import, export and transit of crude oil, petroleum products, petrochemical and liquid chemical products and other services supply.

1.3. Company’ establishment date

OIL TERMINAL, 120 year-old is a shares company located in Romania, with social headquarter at no. 2 Caraiman street, Constanta.

The company was established according to provisions of Law 15/1990 regarding reorganization of state economic companies as independent administrations and commercial companies and Government Decision no.1200/1990 regarding the establishment of stock commercial companies in industry with legal form as stock company.

The company runs its activity according to Romanian law and constitutive act as a shares company and was registered in Constanta Trade Register by no. J13/512/01.02.1991, fiscal registration code RO 2410163.

Accomplishing the criteria of Bucharest Stock Exchange, on 30.01.1998, OIL TERMINAL SA was listed on stock exchange rate, rank I, providing investors safety and security, informational transparency and the possibility to trade shares on an organized market.

Bucharest Stock Exchange applied a new market segmentation, and Oil Terminal’ shares were included in Standard category, swince 5 January 2015.

1.4 Company’ mission, vision and values

- OIL TERMINAL’ Mission. Development of partnership relationships by adapting the offer regarding the services supplies of receiving, storage, conditioning and delivery of crude oil, petroleum, petrochemical and liquid chemical products into and from maritime vessels and river barges, railcars, oil pipelines, loading into trucks and vessels’ bunkerage, for the clients and interested parties’ requirements’ satisfaction.

- Vision- OIL TERMINAL SA’ will be a leader of services between oil terminals in the Black Sea area.

- OIL TERMINAL SA’ valuesare oriented for:

- Focus on clients’ needs;

- Excellent services supplies for our clients;

- Flexibility to quickly answer the clients’ needs;

- Dedication to the highest professional standards;

- Development, satisfaction and loyalty of our employees;

- Team work is the key for the successful cooperation inside the company for its future development;

- Value increase for shareholders.

1.5 Development strategy and strategic objectives

Oil Terminal SA proposes to keep on being a viable company to implement an overall development strategy on average and long term being structured on the following partial strategies focused on the following strategic objectives:

1.6 Company’ organization

The company’ organization is presented in the pyramidal-type organizational chart, specific for a hierarchical-functional organizational structure.

By OGSM’ Decision no. 5/04.04.2018, company’ shareholders appointed 7 non executive managers as Board of Directors’ members by the cumulative voting method, according to the provisions of GEO no. 109/2011 for a 4-year mandate period. The company is managed in unitary system.

The organizational structure includes the following hierarchical levels:

· Shareholders General Assembly

· Board of Directors

· General Director

· Executive managers

· Department chiefs

· Chiefs of functional and operational departments subordinated to the general director, executive managers and department head

· Execution staff

According to this organizational structure, the management is achieved by objectives and programs ordered from up to down and executed from down to up, according to efficiency criteria and professional responsibility.

Each department has its own responsibilities, being part of the company’ Regulation of organization and running, these jointed elements running as a whole.

For the company’ staff, the charges, responsibilities and competences are contained in each position’ job sheet.

2.IMPORTANT EVENTS IN 2021

I. Decisions of the Shareholders General Ordinary Assembly of 26.04.2021:

·By Shareholders General Ordinary Assembly’ Decision no. 1/26.04.2021 the following were adopted:

- It was taken note of the information on the half-yearly report regarding management activity for the second semester of 2020, according to art. 55, paragraph (1) of GEO 109/2011;

- It was taken note of the nformation regarding the Annual Report of the Nomination and Remuneration Committee regarding the remunerations and other advantages granted to non-executive managers and directors with a mandate related to the 2020 financial year according to art. 55 paragraph (2) of GEO 109/2011.

· By Shareholders General Ordinary Assembly’ Decision no. 2/26.04.2021 the following were adopted:

- the financial statements for 2020, issued according to the International Financial Reporting Standards (IFRS), which include: statement of financial position, statement of overall result, statement of own capitals alterations, statement of cash flows, notes to the financial statements, based on the Report of the Board of Directors and on the Report of the independent financial auditor were approved;

- the distribution of the net profit related to the financial year 2020 in the amount of 4,027,237 lei was approved, as follows:

• Legal reserve: 283,358 lei

• Other reserves representing fiscal facilities provided by law: 526,339 lei

• Employees' participation in profit: 321,754 lei

• 50% shareholders dividends: 1,608,770 lei

• Own financing source: 1,287,016 lei

- Establishing the value of the gross dividend proposed to be granted to shareholders in the amount of 0.00276217 lei/share was approved;

- Establishing the date of 07.06.2021 as the date of dividends payment to shareholders was approved;

The entrustment of the Board of Directors to appoint the paying agent according to the regulatory framework applicable for dividends payment. Dividends payment shall be made in lei, only to the shareholders registered in the Register of Shareholders (kept by “Depozitarul Central” SA) on the registration date established by Shareholders General Assembly, and the method

of dividends payment shall be notified to shareholders before the date of starting the payment was approved;

- The annual financial report of the financial year 2020 issued according to Law no. 24/2017 and FSA Regulation 5/2018 was approved;

- The managers discharge for the activity carried out in the financial year 2020 was approved.

· By Shareholders General Ordinary Assembly’ Decision no. 3/26.04.2021 the following were adopted:

- As a result of the annual activity evaluation of non-executive managers according to the provisions of art. 30 paragraph (7) of GEO 109/2011, maintaining the amount of their variable component as approved by OGSM Decision no. 32/10.12.2018 and maintained by OGSM Decision no. 14/05.08.2019 and OGSM Decision no. 9/23.04.2020 was approved.

· By Shareholders General Ordinary Assembly’ Decision no. 4/26.04.2021 the Remuneration Policy, issued according to art. 921 of Law 24/2017 regarding issuers of financial instruments and market operations was approved.

II. Decisions of the Shareholders General Ordinary Assembly of 29.04.2021

· By EGSM Decision no. 6/29.04.2021, the Budget of Revenues and Expenses for 2021 endorsed by the BoD’ Decidion no. 38/12.04.2021 was approved.

III.Decisions of the Shareholders General Ordinary Assembly of 30.08.2021

· By Shareholders General Ordinary Assembly’ Decision no. 8/30.08.2021 the following were adopted:

- It was taken note of the information regarding the approval of the extension of the credit line in the amount of 10,000,000 Lei for a 12 months period;

- Maintaining the guarantee structure related to the extension of the credit line in the amount of 10,000,000 Lei, for a 12 moonths period, as approved by the OGSM Decision no. 6/04.04.2018 and maintained by the OGSM Decision no. 13/05.08.2019 and by the OGSM Decision no. 12/12.06.2020 was approved.

· By Shareholders General Ordinary Assembly’ Decision no. 9/30.08.2021, the Budget of Revenues and Expenses for 2021 was approved.

· By Shareholders General Ordinary Assembly’ Decision no. 10/30.08.2021, the value of 1,000,000 euros representing the indemnity limit related to the insurance policy for the civil liability of the company’s managers in office, with OIL TERMINAL company as sole beneficiary of the insurance indemnities was approved.

· By Shareholders General Ordinary Assembly’ Decision no. 11/30.08.2021 Mr. Radu POP was dismissed from the position of Oil Terminal S.A.’ manager, as a result of his resignation.

· By Shareholders General Ordinary Assembly’ Decision no. 12/30.08.2021, the following were adopted:

- Mr. MICU Ionut Stelian was appointed as interim managers of the company’s Board of Directors;

- Establishing the term of office of the interim manager for 4 months or until the completion of the recruitment and selection procedure provided in the O.U.G. no. 109/2011 regarding corporate governance of public enterprises, if it takes place earlier than 4 months from the appointment by the OGSM of the interim administrator was approved;

- Establishing the amount of the remuneration of the interim manager of the Board of Directors equal to that of the managers in office, namely 2 (twice) the average on last 12 months of the monthly gross average earning for the activity performed according to the main object of activity recorded by the company at class level according to the activity classification of national economy, communicated by the National Statisctics Institute, prior the appointment, calculated according to the provisions of GEO no. 79/2017 for the amendment and addition of Law no. 227/2015 regarding Fiscal Code (namely, 7,954 lei gross/month) was approved;

- the form and content of the mandate contract to be concluded with the interim manager was approved;

- the empowerment of a representative of the Ministry of Energy in the Shareholders Ordinary General Assembly to sign the mandate contract of the interim manager was approved.

IV.Decisions of the Shareholders General Ordinary Assembly of 29.12.2021

· By Shareholders General Ordinary Assembly’ Decision no. 14/29.12.2021 it was taken note of Oil Terminal’ Managers Report for Semester I 2021, ended on June 30, 2021, issued according to art. 65 of Law no. 24/2017, art. 128 of FSA Regulation no. 5/2018 (Annex no. 14), art. 55 para. (1) of GEO no. 109/2011.

· By Shareholders General Ordinary Assembly’ Decision no. 15/29.12.2021 Mr. MICU Ionut Stelian was dismissed from the position of Oil Terminal’ interim Board member, as a result of Board of Directors interim member mandate termination (expiry) on 30.12.2021.

V. Tax warehouse authorization

According to Amendment no. 3 concluded with Banca Comerciala Romana SA the validity period for the bank guarantee letter no. G084724/832 in amount of 16,222,728.75 lei was extended from 30.06.2021 until 31.12.2021.

Amendment no. 3 concluded with Banca Comerciala Romana SA was updated by Amendment no. 4/13.12.2021.

On 20.12.2021 OIL TERMINAL submitted in original Amendment no. 4 to bank guarantee letter no. G084724/832 in amount of 16,222,728.75 lei, term of validity 30.06.2022, issued by Banca Comerciala Romana SA, registered in DGAMC Bucharest under no. 33191/20.12.2021.

VI. Quality management

During 05.04-06.04.2021, within the company, the audit for recertification was conducted according to the requirements of Standard SR EN ISO 9001:2015 and survey audit no. 2 according tot o the requirements of Standards SR EN ISO 14001:2015 and SR ISO 45001:2018,during 05-08.04.2021.

Further the audit actions, within the audit Report issued by the auditor Bureau Veritas Romania, it was mentioned that the conditions necessary for management system recertification for the requirements of standards SR EN ISO 9001:2015 were met and the certificates for standards SR EN ISO 14001:2015 and SR ISO 45001:2018 were maintained.

During 04.05-07.05.2021, within the Metrology Department, BRML external Audit was performed for the reauthorization of Volume Laboratory by complying with the requirements of standard SR EN ISO/IEC 17025:2018. Following the audit, the laboratory was reauthorized for a 2-year period.

In February 2021, th re-accreditation audit of petroleum products testing Laboratories started according to the requirements of Standard SR EN ISO/IEC 17025:2018. First stage of the audit implied the online audit of the Management System documents. During 28.06-30.06.2021 the re-accreditation action was completed by an audit for technical requirements, onsite.

VII.Measures adopted in the context of Coronavirus COVID-19 infection spread.

In the context of emergency state establishment as a result of Coronavirus infection spread, the company developed an activity Continuity Plan in case of a pandemic and established an internal Work Group to elaborate, coordinate and implement preventive measures and to plan protection measures according to the possible evolution of the situation. The plan is gradually implemented, from hygiene preventive measures to insurance measures for the essential personnel, its implementation depending on the level of associated risk, so that the coronavirus contamination risk is reduced.

In order to protect its shareholders and to limit Covid-19 contamination risk, Oil Terminal highlights the importance of using the right to vote by mail for Shareholders General Assemblies as a preventive protection measure. The information regarding GSM are available on the company’ website, within the section dedicated for the relationship with investors and include the materials related to the agenda, the vote forms and the meeting’ convenor which includes voting methods and thei explanation.

3. COMPANY’ PERFORMANCES

3.1. Operational results

The services supplies physical programme achieved in the period 2019-2021, on petroleum and petrochemical products:

3.2. Financial results

Contributions to the state consolidated budget

The total amounts due to the state consolidated budget in 2021, VAT included are in an amount of 71.5 mill.lei, from which the most important are represented by:

· VAT to be paid 14.9 mil.lei

· Oil royalty 9.0 mill.lei

· Taxation on salary and related contributions 43.1 mill.lei

· Profit taxation 2.1 mill.lei

· Other taxations and taxes 2.4 mill.lei

3.3. Investments

Main investment objectives within the investment program related to 2021:

•Modernization of shoretank R31 – South Storage Farm

•Restoration of electrical facilities

•Increase of storage capacity in South Storage Farm – technical documents to obtain construction Authorization

•Replacement of PSI water pipeline line 2, Dn700, between Gate 6 and South Storage Farm interior

•Restoration of railway ramp for discharging fuel oil from railway tanks, storage and pumping to vessels

•Modernization of 2 streams-measuring system for crude oil – South Storage Farm

•Modernization of PSI facility for seawater suction diesel pumps level I and II South Storage Farm

•New car pergola South Storage Farm

•Car parking South Storage Farm

•Restoration of heavy machinery parking platform North Storage Farm

•Restoration of technological duct – railway ramp – South Storage Farm

•Restoration of technological duct – railway ramp L2-L3 – South Storage Farm

•Modernization of shoretank B18 – South Storage Farm – design

•Setup of data backup infrastructure between South and North Storage Farms

3.4. Company’ stock indicators

The information presented regarding Oil Terminal’ stock indicators on 31.12.2021 were taken from December 2021 monthly Bulletin communicated by Bucharest Stock Exchange.

On 31.12.2021, the shares were traded at the value of 0.1705 lei/share (closing proce).

During 2021, there were no Oil Terminal SA’ acquisition of own shares activities.

Oil Terminal SA has no branches, there are no shares issued by the company mother owned by branches.

During 2021, the company did not issue obligations.

4.OIL TERMINAL SA’ ACTIVITY ANALYSIS

4.1. General evaluation elements

Tariffs

Tariffs for the crude oil and petroleum products handling through oil terminal are regulated ones, namely tariffs settled by the National Agency for Mineral Resources (ANRM) and approved by ANRM’ president’ order, according to oil agreement concluded between the Company and Agency, according to Government order no. 886/2002.

Tariffs for crude oil and petroleum products handling and storage are settled per products (crude oil, gasoline, gas oil and biodiesel), per the supplies related to products, per periods of handled quantities and periods of storage.

During 2021, tariffs approved by ANRM’ oder no. 283/22.09.2020, in force since 08.10.2020, date of publishing in Official Gazette Part I, no.915/08.10.2020 were applied.

Other tariffs, namely fuel oil, chemical products services supplies, hires,different laboratory analyses are unregulated tariffs, approved according to provisions of art. 18 paragraph 4.1 of the company’ Constitutive Act.

Implemented management systems:

Since 2012, up to now, further Government ordinance no.119/1999’ provisions’ applicance regarding the intern/managerial control and the preventive financial control, republished with further alterations and additions, and further the implementation and compliance, initialy with Order no. 600/2018 provisions for the approval of the Internal/managerial control code for public entities, OIL TERMINAL SA has an intern managerial control system, which structure and application allow the management (General Director and Board of Directors, if appropriate) to supply a reasonable ensurance that the managed funds in order to achieve the general and specific objectives were used legally, regularly, efficiently and economically.

According to the selfevaluation, on 31 December 2021, the intern managerial system of Oil Terminal SA complies with the standards contained in the Intern managerial control code. The implementation and compliance degree of intern managerial system complies with the Synthetic situation of selfevaluation results on 31.12.2021 (16 implemented standards) and with the statements of the Report onthe intern managerial control system on 31 December 2021.

Since 13.05.2003, Bureau Veritas Quality Management certified for the first time the management systems implemented in OIL TERMINAL, in force now and continuously improved according to requirements of SR EN ISO 9001:2015 standard. Starting from 2018, the company has the certification for the Integrated Management, Quality, Environment, Work Health and Safety systems.

The company holds a quality management certificate received from Bureau Veritas Certification, valid until 13 May 2024.

According to SR EN ISO/IEC 17025:2018, during 2021, re-accreditation actions for a 4-year period were performed by RENAR National Body, for 23 laboratory tests.

In view to provide compliance with the management system requirements, intern audits are planned, with trained auditors and extern audits of the above-mentioned companies.

In order to fulfil the requirements regarding the authorized economic operator, requirements of Quality, Environment, Work Health and Safety are met.

In November 2016, AFER-ASFR inspected the management system of rail security in view to authorize it and to issue the authorization for rail security in OIL TERMINAL, according to Directive 2004/49/EC, applied in Law no.55/2006. Verification of system implemented in 2016 is carried out annually, according to its documentation, providing railway operator functioning authorizations.

Informationalsystem:

IT infrastructure is achieved on Microsoft platform

Since 2000, in Oil Terminal, Socrate Plus integrated system was implemented, platform providing data exchanges in a joint framework, joint interface for development and upgrading, a high level of accessibility, high productivity by data updating flexible regulation and wide data exchanges interfaces. The integrated system runs according to a special server dedicated to this application, its data basis is daily updated after office hours completion.

Since 2014, users documents back up system has been implemented by a server dedicated to this activity. Back upautomatically runs once a week, for the majority of users conected to Oil Terminal SA; PC network.

Since November 2019, a type Firewall equipment was purchased and put into operation, increasing the level of cyber security for PC networks and informational system within the company.

Since February 2020, a new system of electronic mail complying with the latest standards regarding security of electronic mail between Oil Terminal and third parties or between internal departments was implemented. The system is provided by a dedicated server, managed and updated permanently by a specialized company, and the management of electronic mail and users support are made by Oil Terminal’ specialists of IT office.

Environment:

Due to the handled petroleum and petrochemical products volume, OIL TERMINAL SA is under the incidence of Law 59/2016, Oil Terminal SA, regarding the risks of major accodent in which high risk substances are involved.

Legally:

Oil Terminal is involved in a number of 79 litigations pending on, in 45 litigations, it is claimant or claiming part, in 34 litigations it is defendant. The company constituted provisions for a number of 30 litigations.

Financial:

The level of main budget indicators achieved in 2021 compared to the level approved by the Budget of revenues and expenses of 2021 and to 2020:

1 Achieved 2021 / compared to Budget of revenues and expenses 2021

2 Achieved 2021 / compared to Achieved 2020

Economic-financial indicators achieved on 31.12.2021 has the following evolution:

•Net turnover is incresing by 9.3% comparing to the Budget of revenues and expenses level and by +10.8% comparing to the level achieved in 2020

•Total revenues are higher by 9.5% comparing to the Budget of revenues and expenses and by 10.4% comparing to level achieved in 2020

•Total expenses are incresing by 8.8% comparing to budgeted level and by 9.4% comparing to level achieved in 2020

•EBITDA increased by 62.5% (namely, by 12,624 thousand lei) comparing to budgeted level and by 11.4% comparing to level achieved in 2020

•Gross profit achieved in amount of 7,815 thousand lei is higher by 35.4% comparing to the approved level and by 46.2% comparing to gross profit recorded in 2020

•Net profit is in amount of 5,753 thousand lei (after profit tax deduction in amount of 2,062 thousand lei), 18.2% above budgeted provisions and higher by 55.3% comparing to net profit recorded on 31.12.2020.

Services supplies physical programme

1 Achieved 2021/ compared to the Budget of revenues and expenses2021

2 Achieved 2021/ compared to Achieved 2020

Physical program achieved in 2021 was higher by 5.4% than the approved level and by12.6% comparing to the level achieved in 2020.

Total revenues achieved in 2021 comparing to approved Budget of revenues and expenses 2021 and to 2020

1 Achieved 2021 / compared to Budget of revenues and expenses 2021

2Achieved 2021 / compared to Achieved 2020

Total revenuesachieved are in amount of 214,099 thousand lei, increasing by 9.5% compared to 2021 approved level and by 10.4% compared to 2020.

Operation revenuesachieved record an increase by 9.3% compared to budgeted level, due to supplied services revenues of 98.6% in the turnover and an increase by 10.1% compared to 2020 achieved level.

Supplied services revenues increase in 2021 had the following circumstances:

For 2021 the Bodget of revenues and expenses was approved by OGSM’ Decision no. 6/29.04.2021 and by OGSM’ Decision no. 9/30.08.2021 its amendment was approved due to a specific economical situation, namely, the shutdown of Rompetrol Rafinare refinery as a result of a severe fire occurrence, which generated the increase of the physical program for the oil terminal by 4% and the increase of the amended values by 6.2% above the level initially approved. Of the total of revenues achieved from services supply (namely, 209,282 thousand lei), the revenues achieved on 31.12.2021 are in amount of 22,191 thousand lei, 2.6 times higher than the 2021 budgeted level (8,400 thousand lei).

Financial revenuesin amount of 1,068 thousand lei are 2.3 times higher than approved Budget of revenues and expenses and 3.2 times higher compared to 2020.

Total expenses achieved on 31.12.2021 compared to 2021 Budget of revenues and expenses level and to 31.12.2020

1 Achieved 2021 / compared to 2021 Budget of revenues and expenses

2Achieved 2021 / compared to Achieved 2020

Total expensesachieved are higher by 8.8% (16,614 thousand lei) comparing to approved leve land by 9.4% (17,764 thousand lei) compared to 2020.

We mention that the increase of total expenses achieved complies with provisions of art. 10 par. (1) letter b) of GEO no. 26/2013, specifying that ”in Budget of revenues and expenses execution, if approved total revenues exceeding is recorded, economical operators can make total expenses proportional to the total revenues achievement degree, within the limits of approved efficiency indicators”.

Operation expensesare higher by 9.1% compared to budgeted level and by 10.2% compared to previous year.

Financial expensesare unde the budgeted level by 13.2% and decreasing by 28.7% compared to 31.12.2020.

4.2 Technical level evaluation

OIL TERMINAL S.A. Constanta has 3 storage farms, with a total storage capacity of 1.4 mill. CM, from which:

- North Storage Farm, storage capacity for crude oil and petroleum products capacity of 400,000 CM.

- PortStorage Farm, located in Port area, jetty 69 with, with a storage capacity of 102,000 CM for petroleum products and chemical products.

-South Storage Farm, storage capacity of 910,000 CM for crude oil, petroleum and petrochemical products.

Each storage area, according to its characteristics, is provided with:

-Shoretanks with capacities between 1,000 cm and 50,000 cm, of metallic construction, cylindrical, vertically located –above ground, safety protection belts, fixed or floating roof, with the stored product quantity remotely measured and with fire fighting system;

-Facilities for petroleum, petrochemical and liquid chemical products loading-discharging consisting of rail platforms with a total length of abt. 30 kms with a cummulated capacity of abt. 20,000 tons/24 hours;

-Facilities for products loading into trucks;

-Transport pipelines with diameters between 100 and 1000 mm, for withdrawals inside the storage farms, the connection among them and the jetties where vessels are operated;

-Pump houses achieving flows between 300 cm /h and 2,500 cm/h ;

-Weight scales for trucks and railcars;

-Computer measuring facilities located near gas oil, gasoline and crude oil loading/discharging jetties;

-Laboratories provided with apparata to determine specific physical, chemical tests;

-Facilities for loading products into barges (crude oil, gasoline, gas oil, fuel oil) and bunkering of vessels in all jetties.

Oil Terminal operates 7 operational jetties with depths of 12.50 m – 17 m allowing operation of vessels with a capacity up to 150,000 dwt. Jetties are provided with coupling facilities at vessels for loading, discharging, hydraulically operated, with diameters of 12”, namely 16”.

Oil Terminal SA is interconnected with Romanian reffineries by transport company CONPET SA Ploiesti for crude oil’ transport from terminal to reffineries, by underground pipelines being part of national transport network.

The oil terminal is also connected to the national rail system, road system and Danube-Black Sea canal.

Main achieved products and/or supplied services

a)Main delivery markets for each product or service

In 2021, clients with an outstanding percentage in turnover (87.9%) are:

1.Litasco Switzerland (23.3%) – for crude oil and gasoline services

2.OMV Petrom Romania (23.0%) – for crude oil, gas oil, gasoline, fuel oi land chemical products services

3.Oscar Downstream Romania (18.4%) – for gas oil and biodiesel services

4.Mol România Petroleum Romania (6.7%) – for gas oil and biodiesel services

5.Euronova Energies Switzerland (4.9%) – for gas oi land fuel oil services

6.Mol PLC Hungary (3.5%) – for gas oil services

7.Rompetrol Rafinare Romania (2.4%) – for crude oi land chemical products services

8.Chimcomplex BorzeștiRomania (2.0%) – for chemical products

9.Vitol SA Switzerland (1.9%) – for gas oil services

10.Lukoil Romania (1.9%) – for gas oil, biodiesel and gasoline services

b)The percentage of each product or service category in the incomes and in the total turnover of the commercial company in the latest three years

* % in turnover

** % in total revenues

Analysing the data comparing to years 2020 and 2019, total revenues increase in 2021 by 10.4% than in 2020 and by 26.5% than in 2019.

The achieved turnover value in 2021 recorded an increase by 10.8% compared to 2020 and by 26.4% compared to 2019, as follows:

-for gas oil service supply, increase by 46.3% compared to 2020 and by 59.1% compared to 2019

- for crude oil service supply, increase by 6.7% compared to 2020 and by 28% compared to 2019

- for chemical products service supply, decrease by 3% compared to 2020 and increase by 8.8% compared to 2019

-for gasoline service supply, decrease by 11.3% compared to 2020 and by 5.8% compared to 2019

- for fuel oil service supply, decrease by 70.2% compared to 2020 and by 58.8% compared to 2019

a)New products taken into account for which an outstanding volume of assets will be given in the future financial year and these products development level

Further the services supplies requests during 2021, new contracts/additional acts to the existing ones were signed, leading to an additional handling:

4.3 Technical material supply activity

The acquisition activity in Oil Terminal runs according to the Acquisition Internal Regulation approved by the Board of Directors’ Decision no. 95/11.09.2017, Operational procedure regarding the Acquisitions annual programme’ issue and updating, code PO-09.01 and Acquisition Management system procedure, code PS-08-09.

The company purchases investments, repairs, maintenance services works, independent equipments, stuff, utilities, guard services, greenings, auditor, evaluations, etc.

Oil Terminal S.A. Constanta has no recordedreceived stocks as a service supplier, the technical material supply activity is mainly from local sources being aimed for materials supply for repairs works, maintenance, labour safety, adminstrative, equipment, fuel for its own cars anf for railtrucks’ work.

By address 4820/21.07.2016, ANAP communicated that Oil Terminal has not the quality as contractant authority/entity according to Laws 98-100/2016 regarding public acquisitions and has no obligation to apply these.

4.4 Company’ outstanding fusions or reorganizations during financial year 2021

During 2021,there were no fusions or reorganizations of the company.

The company has no branches in the country or abroad.

On 31 December 2021, Oil Terminal SA is not a part of a group, has no relationship with branches of associated entities and doen not own shares in other companies.

4.5 Assets’ acquisitions and/or alienation

On 31.12.2021, in the company’ patrimony, there are registered fixed assets in an amount of 540,108 thousand lei, increasing by 14,061 thousand lei (2.7%) comparing to the same period of 2020.

In 2021 fixed assets increases were recorded in amount of 8,067 thousand lei for the following classes:

-3,914 thousand lei for special constructions (pipelines)

-4,148 thousand lei for technical facilities and machinery

-5 thousand lei for other facilities and equipment

In 2021, the company recorded revenues from fixed assets’ sales in an amount of 34 thousand lei, representing fixed assets approved to be out of work, as they had severe wear and tear, with no safety operation, the expenses of repairs and maintenance were economically unjustifiable.

4.6 Evaluation of sale activities

4.6.1 Evolution of sequential sales on internal and/or external market and of sales prospections on medium and long term

Physical program achieved on 31.12.2021 records an increase by 5.4% (343 thousand tons) from 6,331 thousand tons approved to 6,674 thousand tons achieved and an increase by 12.6% (745 thousand tons) compared to 2020.

Structure of quantities achieved in 2021 comparing to the approved Physical programme and the achieved physical program 2020:

Turnover achieved in 2021 is in amount of 212,323 thousand lei, namely, 42.9 mil. EURO, reported at BNR exchange rate of 1 EURO=4.9481 lei, valid on 31.12.2021 for the conclusion of 2021 financial year.

Main clients on internal and external market in 2021 compared to 2020:

We mention that Litasco SA Geneva has taken over from Petrotel Lukoil SA the activity of crude oil import and petroleum products export through Oil Terminal, in 2021, representing 23.3% of the turnover.

4.6.2 The situation of competitional situation in the commercial company’ field of activity, of the company’ products and services contribution on the market and of the main competitors

On internal market, Oil Terminal S.A. Constanta is the largest terminal for import and export of crude oil, petroleum and chemical products at the Black Sea.

Refering to the services entire sector in the oil field, we have as competitirs:

-Midia port terminal;

-Terminals in Romanian Danube Ports (Galati, Giurgiu, Drobeta Turnu Severin);

-Reni terminal;

-Port operators Chimcomplex and Frial for liquid fertilizers export and import.

Analysing the above mentioned competitors activity, the followings are to be mentioned:

·Midia port terminal:

Midia port terminal is in Rompetrol Rafinare refinery exclusive service.

Through the mono buoy located at 8.6 km in the Black Sea the necessary crude oil for refining are discharged and through the petroleum jetties located in Midia port, vessels of other raw materials for refining and biocomponents to be mixed with gasoline and gas oil in a ratio provided by legislation in force are discharged. Vessels/barges are also loaded with maximum 20 thousand tons of gasoline and gas oil for export. The quantity limit depends on the maximum jetties draught.

In 2021, through Marine Midia Terminal, crude oil and other raw materials used for processing in Petromidia reffinery were discharged and products for export and import were loaded.

·Terminals of Romanian Danube ports (Galati, Giurgiu, Drobeta Turnu Severin):

Through Danube terminals, gasolene, gas oil and bioethanol loading/discharging into/from river barges operations are effected.

-through Drobeta Turnu Severin terminal, Refineries OMV Petrom and Petrotel Lukoil handle gasoline and gas oil’ loading operations from railcars by direct transshipment into river barges discharging in Danube ports of Austria, Slovakia, Hungary. Bioethanol discharging operations from barges loaded in Hungary for the two above-mentioned refineries;

-in 2014, MOL built a new terminal in Giurgiu port, where it discharges gasoline and gas oil barges loaded in river barges in Rompetrol Rafinare and other Danube ports of Hungary and Slovakia. In Mol port a railway ram pis being built for discharging gasolene and gas oil from railway tank car.

-through Galati terminal, small quanmtities of gas oi land fuel oil are handled, mainly arrived in railcars from Russia/Ukraine. The storage farm has rail lines with a great gauge, Russian type, with connection in Ukraine, so that iot is nor necessary to transfer the railcars from railway type wagons to be discharged/loaded in this storage farm.

·Reni terminal:

This terminal is our competitor regarding the loaded product handling in Serbia port. This has a small storage capacity, of about 5 thousand tons, the draft on Danube allowing the operation of vessels with capacities up to 5-6 thousand dwt. For larger quantities, the clients call for Oil Terminal’ services.

·Liquid fertilizers and vegetal oils export and import:

In Constanta port, there are two port operators with shoretanks: Frial with a capacity of 15,000 CM and Chimpex with shoretanks of 20 thousand CM.

During 2016 and 2017, the two owners changed the shoretanks’ destination from liquid fertilizers to vegetal oils, according to market requests.

Therefore, Azomures, fertilizers producer reverted to Oil Terminal for urean loading into maritime vessels.

Urean import was made by the company HGM Logistic. This was achieved due to the three urean plants closing belonging to the company INTERAGRO.

4.7 Human resources

The company’ employees number and training level and the work force union trade participation degree

By the Budget of revenues and expenses approved for 2021 a number of 990 employees was provided, and on 31.12.2021, a number of 987 employees was recorded, structured on the following training levels:

- higher education employees 171, from which 34 on management positions;

- medium/gymnasium education employees 816, from which 748 qualified employees and 68 unqualified employees.

The work force union trade participation was 92% in 2021.

The evaluation of necessities specific for each position and employee was held in 2021, according to the training plan.

Regarding the employees training and education, Oil Terminal SA Constanta considers of major importance the employees training according to legislative alterations, authorized instructions and regulations for the performances increase and the company’ development

During 2021, the employees’ participation in trainings:

-trainings with external trainners and vocational authorizations, according to legislation in force: 271 employees;

- trainings/ internal reauthorization: all employees.

The relationship between manager and employees, and of any conflictual elements of these relationships

In 2021, there were no conflictual elements between employees and the company’ managers.

4.8Matters connected to the issuer’s main activity on the environment

According to Law 59/2016, Oil Terminal SA is classified as objective with major risk, running its activity according to Environment Authorizations no. 343/13.09.2013 for Port Storage Farm (revised on 15.09.2020), 439/14.11.2013 for North Storage Farm (revised on 07.05.2020), 504/13.12. 2013 for South Storage Farm (revised on 09.12.2019) and to Waters Administration Authorization no. 178/29.10.2020.

In 2021 annual visas were applied by EPA Constanta, for the environment Authorizations issued for activity performance in the three Storage Farms (Decision no. 634/26.08.2021 for North Storage Farm, Decision no. 635/27.08.2021 for Port Storage Farm and Decision no. 633/26.08.2021 for South Storage Farm) according to the provisions of the Ministry of Environment, Waters and Forests’ Order no. 1150/2020.

Compliance with the authorizations requirements means to comply with the legal provisions and management systems maintenance in environment and safety field, to ensure running in the planned parameters of all facilities and equipments, according to the maintenance programs and permanent concern for facilities upgrading.

Oil Terminal manages the impact on the environment in order to properly use natural resources, to reduce generated waste quantities and air, soil, water emissions, top revent and reduce discharges and leaks of crude oil, petroleum products and petrochemicals.

Now, environment factors monitoring is achieved: water, air, soil, water table, according to Environment Authorities:

-for water environment factor: monitoring of waste waters indicators evacuated in RAJA and CNAPMC’ sewage, in order to maintain their values in the imposed limits. Once the waste waters facility put in use in CN APMC, the influence on the current activity on the natural issuer was elliminated;

-for water table: measurement of its piezometric level and the product layer height, draining by water and petroleum product’ drawing out/pumping. In 2021 8 new observation drilling were executed on the railway line of South Storage Farm.

-for soil environment factor: indicators ’’petroleum product’’ and metals atre monitored semestrially/annualy; visual daily checking of facilities’ tighting systems;

- for air environment factor: COV (volatile organic compounds) indicator value is mmonitored inSouth Storage Farm area, where gasoline is stored, and benzene and toluen indicators are monitored in Oil Terminal’ three storage areas. Annualy, the emissions comin from termic stations are monitored (powders, carbon monoxide, sulphur oxides and nitrogen oxides).

In 2021 objectives with great impact on current activity regarding services supply and on the environmenr were included in the investment program:

-investments/updatings works of petroleum products storage facilities (R31/S from South Storage Farm, restoration of railway ramp in South Storage Farm for fuel oil discharging from railway tank cars and pumping to vessels, restoration of technological duct of South Storage Farm railway ramp, restoration of railway ramp L2/L3 in South Storage Farm,etc.);

-repair and maintainance works for products transport pipelines.

In order to minimise the impact on onvironment, to limit consequences of possible accidental events as a result of activity performance, the company implemented the System of Environment, Health and Work Security, developed plans for preventing pollution with hydrocarbons and plans to manage generated waste, published on company’s website.

OIL TERMINAL informs, whenever appropriate, its employees and interested parties, according to Law no. 59/2016 and GD no. 878/2005 updated by mass media and on company’s website www.oil-terminal.com/Comunicare și mass-media/Informarea

publicului about the scale of the event, the measures taken for intervention, the risks for human and environment health and the impact of the activity on environmental factors.

The implementation of Standard 14001/2015 – Environment management systems has as objective the increase of environmental performance, fulfillment of conformity obligations and fulfillment of proposed objectives, as well as the systematic improvement of environment management.

Periodically, Oil Terminal’ activity is internally/externally audited and verified by controls of environment, water or emergency states authorities.

4.9.The research and development activity

Oil Terminal did not effect expenses of research and development in 2021 and does not anticipatesuch expenses for 2022.

4.10 The risk and managerial internal control’ management

Policy and objectives of the company regarding the risk management

Having in view the provisions of SGG Order no.600/2018 for the Code of internal/managerial control of public entities, complying with the company’ management commitment and the targetedmeasures by: ’’The company’ policy and commitment in the risk management’’ and according to ’’Statement regarding the commitment and BoD’ policy of Oil Terminal SA for risk management policy implementation and internal/managerial control system development’’, the organizatoric, procedural and methodologic framework was provided and kept for the risk management process and risk continuous implementation and development, in the company’ departments and integrately, in view to manage the risks the most efficiently, economically possible in view to achieve the company’ objectives in the targeted aims.

By Risk management system procedure, code PS-02, Edition II, Revision 0, implemented and being informed of by the entire staff, the followings were provided:

-risk management process’ steps, regulations and responsibilities;

-methodology regarding strategy applied to risk (answer type to risk) and work methodology regarding the risks identification, management, evaluation and ranking;

-scales for risk impact and occurence probability measurement and for those associated with the tolerance limits at risk, to settle the exposure to risk and the risk profile, and for the risks keeping in the tolerance limits approved and accepted;

-recordings, informational circuit and flow, highlighted by the process chart and the whole documentation proving that the risk management system is implemented and works for the overall and integrated risks control on the company’ all activities.

For the risks’ good management, responsible employees were appointed for the risks in the company’ departments management,.

Within the company’s departments, teams for risks’ management (EGR) were constituted to analyse, evaluate and rank the risks associated to specific objectives, to formulate proposals regarding the most appropriate answer for each identified risk and to analyse periodically the control measures implementation to keep the risks in the agreed tolerance limits.

By internal decision, the monitoring Commission at company’ level and the Work group component for the implementation of evaluation methodology for corruption risks were appointed, updated and approved, according to provisions of Order no. 600/2018 and GD no. 599/2018.

The specific objectives were monitored and evaluated semestrially by the associated result indicators, being put together with the company’ specific risks in the risks’ register. On the company’ level, the specific objectives, arisen from the company’ general objectives, are assimilated as risk management objectives, these being integrated and correlated to the general (strategic) objectives.

By the Development Program of internal/managerial control system, the following actions were provided and achieved:

-Identification and evaluation of main risks of activities in departments, linked to their specific objectives;

-Settling of identified and evaluated risks management measures in the activities inside the departments;

-Filling in and updating of risks registrar;

-Centralization of main risks and issue of risks registrar at the company’ level affecting the company’ general and specific objectives achievement.

-Centralization of intern controlmeasures settled to be able to provide an efficient, appropriate of risks and issue of the plan for the centralized control measures implementation in the company under the risks management team survey;

-Issuance, in each semester, of the Conclusions note regarding the risks management process by the Risks management team.

After the management’ analysis, as proposals to improve the risks management management, the followings were mainly settled:

1.Monitoring, evaluation, revision and reporting risks management process’ efficiency regarding the work premises, the occured changes and the objectives, the corruption risks included (risks associated both to specific objectives and to sensitive functions), together with periodic updating of ’’Oil Terminal risks registrar’’, ”Corruption risks Register Annex no. 4 to GD no. 599/2018” and the ‘’Plan of internal control measures implementation’’for the risks management in the approved risk tolerance and to reach the activities/processes objectives and targets, and of the company’ development strategy on average and long term.

2.Identification, monitoring, revision, evaluation and reporting of the risks strategy efficiency and of adopted managerial intern control instruments by ’’Oil Terminal risks registrar’’, ”Corruption risks Register Annex no. 4 to GD no. 599/2018” and the ‘’Plan of internal control measures implementation’’according to Order no.600/2018 SGG’ requirements, provisions of GD no. 599/2019 and provisions of ’’Risk management system procedure code PS-02Ed.II.RO’’

3.Identification, monitoring, revision, evaluation and reporting of the management level of ’’corruption risks associated to both specific objectives and sensitive functions’’), according to according to Order no.600/2018 SGG’ requirements, provisions of GD no. 599/2018 and provisions of ’’Risk management system procedure code PS-02Ed.II.RO’’, namely of ’’Integrity plan for SNA implementation in Oil Terminal SA’’, for 2021, as well as to provisions of ”GD no. 583/2016 regarding the approval of Anticorruption national strategy approval for the period 2016-2020, of the performance indicators set, risks associated to strategy objectives and measures and of control indicators and of publishing standards of public interest information’’and to provisions of “GD no. 1269/17.12.2021 for the approval of Anti-corruption National Strategy (SNA) 2021-2025 and documents related to this”

4.Submission of dates in ‘’Risks registrar’’and ‘’Plan to implement the control measures’’, corruption risks included, to the Internal Audit Department and the Management Financial Control and Internal Survey Department as well as to the implementation Coordinator of ’’Integrity plan for SNA 2016-2020 implementation in Oil Terminal SA’’ to support and achieve the ensurance and control aims according to the objectives approved by the scheduled documents.

5. Implementation and development and internal/managerial control system compliance at the company’ level, according toaction directions of ’’Company’ overall development strategy’’and according to action directions of ’Program of internal/managerial control system development’’, complying with the provisions of GD no.119/1999 republished with further alterations and additions and managerial intern control of the public entities’ Managerial internal control code approved by Order SGG no. 600/2018 SGG, as well as to any other occuring regulations.

The company’ exposure to price, credit, liquidity and cash-flow risk

Price risk

The company exposure to the price risk is monitored by management accounting and the costs calculation activity, containing the following matters:

-the company’ production expenses formation method;

-the expenses’ grouping and behaviour comparing to the generating factors and their character;

-presettling of the costs level and structure for each service supply and for the whole planned service supply;

-production expenses current analitical recording on management accounting and calculation of the indicators required by the calculation methods used;

-production expenses level compared analysis and the expenses structure and, of the costs calculated according to them, using to decisions optimization in the service supply valoric side of the management.

The initiated and run pragmatic actions, in view to achieve the management accounting objectives, follow:

-determination of products’ costs;

-determination of the profitability on products;

-issue and deliver of information necessary to issue, follow and control the revenues and expenditures budget and the updating of indicators contributing to decisions’ optimization at the company’ management level.

Therefore, the costs calculation, on the services supplies settling base in the company, represents the main instrument for prospection, identification and mobilization of the company’ internal reserves as:

1.the costs calculation supplies information on the achieved valoric side for the past expenses and for the present ones;

2. the service supply cost level is an economical criterium for the company’ activity’ efficiency

3. the tariffs correct settling is an important intrument for the company’ managerial ruling;

4. the costs calculation is an important instrument for the company’ financial planning;

5.organising the management accounting at the company’level and on eacg service supply, the costs can be followed in dynamics.

By following the costs’ dynamics periodically per conventional ton of product (every six months) a balance is provided between the average cost on product ton and the achieved average on the same measure unit, so that the services supplied to be efficient and to bring plus value.

Credit risk

Credit risk is the risk of financial loss for the company arising when a client or a business partner doesn’t succeeed to achieve contractual obligations. The company is exposed mainly to credit risk arisen from the services supplied to the clients.

The contracts content regarding the services supplies for all liquid petroleum products are approved by National Agency of mineral Resources’ order. In these contracts, the commercial terms to fulfill the service supplied by the company to clients are presented:

-payment of services supplied in maximum 30 days

-accessories calculation (penalties and delay interests) for the payment uneffectment in contractual terms by clients

-in certain situations, well contractually stated, the revenues are cashed in advance

-if the invoices are not paid in the term stipulated in contract, the company has the right to retain the transited cargo, until the amounts due by the clients payment.

Liquidity risk

The risk of liquidity arises from the management ofworking capital and the financing expenses and main amount reimbursement for the company’ credit instruments.

The company monitors the compliance of payment terms provided in commercial contracts by clients, in oreder to ensure that there is enough cash to allow the financial obligations complying to third parties (materials, services suppliers, employees, banks, state financial institution s, etc) when these obligations are due for payment.

To achieve this objective, the company took the following measures:

-monitoring of cashings in contractual term;

-keeping of a cash balance to satisfy the payments necessities;

-issuing of a cash flow, weekly.

By applying the above- mentioned measures, the company has enough liquid resources to achieve its obligations in all reasonable predicted situations.

The liquidity indicators provide the guarantee to cover the current debts from current assets.

The current liquidity represents the ratio between the curent assets and the current debts, recording on 31.12.2021 the value of 1.50 than 1.26 on 31.12.2020.

The immediate liquidity (acid test) represents a ratio between the diminished current assets by stocks and the current debts, this indicator’ value being 1.44 on 31.12.2021 than 1.23 on 31.12.2020.

On 31 December 2021, the company records total debts in amount of 128,836,338 lei.

Depending on the chargeability term, total debts are presented as follows:

Other debts:

1Tax on postponed profit related to reevaluation reserves in balance on 31.12.2021 constituted on own capitals is in a total amount of 31,367,235 lei. Tax on postponed profit was recorded according to provisions of IAS 8 ”Accountancy policy, alterations of accounting estimations and errors” based on own capitals by account ”Reported result from correcting accounting errors”.

Cash-flow risk

On 31.12.2021, the net cash flow from the operating activity is of 32,004 thousand lei, increasing by the amount of 9,420 thousand lei comparing to 31.12.2020.

The cash flow from the investments activity includes mainly payments for investments in tangible and intangible assets in an amount of 26,460 thousand lei. Comparing to the previous year, the used net cash flow in investments increased by 2,590 thousand lei.

The cash flow from financing activities is 4,991 thousand lei and is represented by cash inflows from long term loans in an amount of 15,420 thousand lei (VAT included), cash ouflows representing payments for long term loans in an amount of 9,202 thousand lei for 2021 (to be reimbursed) and payments for dividends in an amount of 1,227 thousand lei. Comparing to the same period of previous year, the cash flow from financing activities increased by the amount of 1,991 lei.

Program of internal managerial control system development

In 2021, according to the Program of managerial intern control system development issued, updated and approved for the company, the following actions were mainly settled and achieved:

-Provisionof premises and terms necessary to know and comply with the normative acts’ provisions regulating the employees’ behaviour at job and for frauds and disorders’ prevention and report, by adopting and implementing the employee’ Ethic Code and Behaviour rules in Oil Terminal SA and of Operational procedure’ rules regarding the disorders’ notice.

-Achievement of procedural and organizatoric premises and terms to provide the employees’ behaviour rules’ application and compliance’ monitoring, according to Ethic Code and Behaviour rules in Oil Terminal SA and the specific Professional behavioue rules for the activity/position, by the company’ management, the departments’ chiefs, the resposible employee with the ethic advice and the authorized employee for the claims’ receiving;

-Implementation of Integrity plan to develop Anti corruption National Strategy (2016-2020) within Oil Terminal SA, as well as completing evaluation indicator according to provisions of GD no. 583/2016 regarding the approval of Anti corruption National Strategy during 2016-2020, of performance indicators, risks associated to objectives and measures of strategy and verification sources, measures of institutional transparency and corruption prevention, evaluation indicators as well as of standards for publishing information of public interest.

-Implementation of methodology for integrity evaluation according to GD no. 599/2018 as well as of company’ internal decision provisions.

-Identification and inventory of positions considered to be sensitive (positions considered to be especially exposed to corruption); settling and implementation of some enough and appropriate measures in order to reduce the risks of sensitive positions to an acceptable level;

-Updating and approval of inventory of positions considered to be sensitive and of list of employees with positions considered to be sensitive, as well as of some policy aspects to manage them, enough and proper measures to reduce the risks of sensitive positions to an acceptable leve land positions considered to be specially exposed to corruption.

-Updating and approval of specific and individual objectives complying with the general objectives, overall mission and strategy of the company’ development, as well as according to laws, regulations and policies.

-Maintainance of a monitoring and performance measuring system, using quantitative and qualitative indicators, including regarding economy and efficiency.

-implementation and maintenance of a management system of the functional risk, regarding the risks’ best management in order to reach the company’ objectives to the proposed targets, for the objectives/activities and the corruption risks.

-Settling of intern control measures to keep the risks at an acceptable tolerance level in the risk tolerance limits approved by the company’ management.

-Periodic addition and updating of the Risks registrar for the department and entity, including corruption risks.

-Integration and implementation of the Statement regarding Oil Terminal SA’ Board of Directors’ commitment and policy’ requirements, regarding the risk management policy implementation and intern/managerial control system development at all hierarchihal and managerial levels.

-Implementation and monitoring of the company’ management’ commitment and policy’ provisions of the risk’ management at all hierarchihal and managerial levels.

-Identification of the procedurable activities and their formalization by issuing, approval of the formalized procedures per activities according to Oil Terminal SA’ Program of intern/managerial control system development.

-Provision, implementation and development of proper control measures to supervise activities and operations, according to some established procedures, including ex-post control, in order to fulfil them.

-Development of an effective interna land external communication system to provide a swift correct and complete transmission of information to users, managers and employees aiming that the work tasks are fulfilled effectively, economically and successfully.

-Annual organization and running of the managerial internal control system self evaluation operation.

-Provision of internal public audit activity on managerial internal control system, according to plans regarding risks evaluation.

The evaluation of efficiency and performance of risks management system is carried out each semester, both on departments and on company, namely by the persons responsible for risks and by the department risks management team, as well as by the monitoring Commission and Work group to implement the methodology for corruption risks evaluation, and the results regarding risks management process are reported by ”Report regarding risk managemenet process” ”Risks register” and ”Plan to implement control measure” and ”Register of corruption risks – Annex no. 4 to GD no. 599/2018”, namely according to annual/semestrial information on risk management process by ”Notes of conclusions regarding company’ risk management process”.

The stage of the identified and managed risks by the Risks management team in the analysis, evaluation and management of risks’ meetings give the following hierarchy of the risk tolerance level, as follows:

-on 31.12.2021, a number of 113associated risks are identified, analyzed, evaluated and managed, both for the company’ departments’ specific objectives/activities/processes and partial strategies objectives arisen from the compoany’ development strategy, as follows:

• 103risks of ‘’allowable’’ – percentage 91.15%

• 9risks of ‘’high allowance’’ – percentage 7.96%

• 1risk of ‘’low allowance’’ – percentage 0.89%

• 0risks of ‘’unallowable’’ – percentage 0%

Evolution of the managerial intern control system’ implementation and compliance stage in Oil Terminal SA, in the period 2012-2021

According to provisions of the Managerial/internal control system report on 31 December 2012, Oil Terminal SA had a ”partially complying” managerial/internal control system with the standards contained in the Managerial/internal control code, at that date 13 standards of 25 ones being implemented, according to OMFP no.946/2005 provisions with further alterations and additions.

On 31.12.2021, Oil Terminal SA owns a managerial/internal control ”complying” with the standards contained in Managerial/internal control code, all 16 standards being implementedaccording to provisions of Order no.600/2018, according to the Report on the managerial/intern control system on 31 December 2021.

4.11 Perspective elements regarding the company’ activity

Uncertainty trends, elements, events or factors affecting or that could affect the company’ liquidity, comparing to the same period of the previous year

The company’ liquidity could be affected by:

-uncashing of receivables in the term provided in the services supplies contracts concluded with clients, namely, in 30 days since the fiscal invoice issue;

-entry into default/insolvency of some clients;

-some clients’ activity reduction or some impredictable events’ occurrence, as force majeure cases;

-variation on the international market of the petroleum, liquid petrochemical products quotations leading to the transited quantities decrease in some periods of time and of the revenues to be invoiced;

-calculation of some extra impots and taxes than the duties to the state and local budget settled by the company, following some fiscal controls;

-loss of some litigations which object is represented by various claims of claimant clients.

-covid 19 pandemic influencing internal consumption and goods international transit.

Capital, current and anticipated expenses on the company’ financial situation comparing to the same period of the previous year

The investments activity in the company Oil Terminal SA Constanta runs in two main directions:

1. Investments objectives for the company own patrimony;

2. Investments objectives related to the public domain, according the Minimum program regardingthe petroleum terminal rehabilitation and upgrading, annex of the Lease Oil Agreement concluded with the National Agency of Mineral Resources.

Compared to the level approved for 31.12.2021, namely, the amount of 34,062 thousand lei, the investments financing source was achieved, recording a slight increase (+61 thousand lei), mainly, due to 2021 reinvested profit, resulted from the application of the provisions of art. 22 par. (1) of Law no. 227/2015 ”profit invested in technological equipments, computersand peripheral equipment, cash registers in informational programs, as well as for the right to use informational programs, products and/or purchased, including according to financial leasing contracts and put into operation, used for conducting economical activity, is tax exempt. Tangible assets exempt from tax are those provided in subgroup 2.1, namely in class 2.2.9 of the Book regarding classification and normal operating periods of fixed assets, approved by Government’ decision”.

Expenses for investments achieved on 31.12.2021 were in amount of 34,070 thousand lei, from which: investment objectives in total amount of 24,868 thousand lei (from own sources in amount of 11,502 thousand lei and from bank loans in amount of 13,366 thousand lei), as well as reimbursements in amount of 9,202 thousand lei.

On 31.12.2021 the level of investment expenses achieved was in total amount of 24,868 thousand lei, compared to the planned level of 24,860 thousand lei and higher by 14.6% (3,171 thousand lei) compared to 2020.

Main investment objectives are:

·Updating of shoretank R31 50,000 CM South Storage Area

·Modernisation of two streams measuring system for crude oil in Port Storage Area

·Restoration of railway ramp for discharging fuel oil from railway tank cars, storage and pumping to ramps in South Storage Area

·Automation of PSI facility in jetty 79 – South Storage Area

·Automation of PSI DN 600/PN 25 valves

·Power line 6 kV South SP

·Pergola for loading trucks in South Storage Area

·Restoration of technological duct L2-L3 for railway ramp in South Storage Area

·Restoration of technological duct railway ramp – South Storage Area

·Restoration of car parking platform in South Storage Area

·Pergola for loading trucks in South Storage Area

·Product loading arms(2 pieces)

·Multidimensional shutter DN 500-1400 (2 pieces)

·Height working platform PRB Scorpion 1490

·Rotating crane hoist

·Opel Movano van

·MIL 62/250-160 MIL 502 Type liquid ring vacuum pump (2 pieces)

·MA 150 x 6 multi-stage vertical centrifuged pump

·Automatic vapour pressure measuring equipment MINIVAP

·Horizontal centrifuged pump

·Submersible pump

·CM 40-250 A vertical centrifuged pump

·Power and welding generator WAGT 220 DCBSBE (2 pieces)

·Power and welding generator 300 A

·Screwing machine (2 pieces)

·Petroleum products sulphur analyzer

·Automatic device for determination of oxidation stability for gasoline

·Oxygen concentrator

·Laboratory recirculating mixer

·Modernization of building in no. 2 Caraiman street

·Modernization of storeroom in no 2 Caraiman street

·Modernization of administrative building in no. 2 Caraiman street

·Design and construction of natural gas facility in South Storage Area

·Natural gas mural central heating ARISTON CLAS ONE

·Natural gas mural central heating 24kw

·Electric boiler

·Electric boiler Protherm 24 kw

·Container type modular cab in South Storage Area

·ARCTIC A25B recirculating bath

·Optical fiber connection between Oil Terminal storage farms

Events, trades, economic changes significantly affecting the revenues from the main activity

Events significantly affecting the revenues from main activity:

1.Rompetrol Rafinare refinery shutdown. In 2021 the Budget of revenues and expenses was approved by OGSM’ Decision no.6/29.04.2021 and by OGSM’ Decision no. 9/30.08.2021 its its amendment was approved due to a specific economical situation, namely, the shutdown of Rompetrol Rafinare refinery as a result of a severe fire occurrence, which generated the increase of the physical program for the oil terminal by 4% and the increase of the amended values by 6.2% above the level initially approved. Of the total of revenues achieved from services supply (namely, 209,282 thousand lei), the revenues achieved on 31.12.2021 are in amount of 22,191 thousand lei, 2.6 times higher than the 2021 budgeted level (8,400 thousand lei).

2.Closing/ redimensioning of the production capacities. The decreased refining limits and the negative financial results recorded by Romanian refineries might lead to their activity’ decrease.

3.The commercial policy applied by Oil Terminal’ main clients( Litasco, OMV Petrom, Oscar Downstream) decisively influences the volume of services supplies handled in the oil terminal.

4.Natural gases price increase. Azomures shut down the fertilizers production for an unlimited period of time, due to the increase of price for natural gases. This situation may be favorable to Oil Terminal’s activity due to the increase of liquid fertilizers import through the company.

4.12 Litigations

On 31.12.2021 Oil Terminal is involved in a number of 79 litigations pending on, in 45 litigations, it is claimant or claiming part, in 34 litigations it is defendant.

The management periodically analyses the situation of litigations going on, after consulting its legal advisors, decides on the necessity to create provisions for the amounts involved or for their presentation in the financial reports.

The company records on 31 December 2021 provisions for litigations in amount of 1,865,446 lei.

The outstanding litigations going on are the followings:

I.File no.1517/118/2012,creditor: Oil Terminal SA and debtor: SC Byotech Prod General, by which the defendant is obliged to pay the total amount of 251,185 lei.

By Civil sentence no. 16622/24.10.2012, Constanta Court admits the summons submitted by the claimant OIL TERMINAL SA, in contradictory with the defendant SC Byotech Prod General SRL. It obliges the defendant to pay the amount of 164,066 lei, to the claimant, representing the countervalue of VATfor the excise of 863,504 lei and the amount of 87,119 lei, representing delay penalties. It obliges the defendant to pay to the claimant court expenses in an amount of 8,255.70 lei. Request of enforcement was submitted. The bailiff put garnishment to all the debtor’ accounts. Until the present date, the debt hasn’t been recovered due to funds’ lack.

For this file, a provision of 246,970lei was constituted.

II. File no.11403/212/2011pending on Constanta Court, by which the claimants Iasar Ana, Iasar Tair, Iasar Doina, Iasar Sevinci, Iasar Esan, Iasar Ghiulgean, Iasar Ssbria request the claimants Oil Terminal SA, Oil Prod SRL, Eco Petroleum SA to pay the materials gamages in an amount of 30,000 lei and moral damages in an amount of 60,000 lei.

By Conclusion of 26.06.2013, the file will be suspended by its own, according to art.36 of Law no.85/2006, due to Oil Prod SRL’ insolvency.

Insolvency file no. 3437/118/2013 deadline 16.03.2022 in Constanta Court.

For this file, a provision of 90,000lei was constituted.

III. File no. 4010/87/2015, pending in Teleorman Court, complainant Oil Terminal S.A. and debtor Interagro S.R.L. Oil Terminal S.A. filed an application for the statement of affairs registration for the amount of 1,557,336.05 lei.

By Decision no. 317/16.06.2016, the court admitted the request for abstention and replacement of the judicial administrator, formulated by ZRP Insolvency SPRL, ordered the replacement of the provisional judicial administrator represented by the consortium of judicial administrators formed by CITR Bucharest Branch SPRL and ZRP Insolvency SPRL with the provisional judicial administrator CITR Bucharest SPRL Branch, rejected as groundless the plea in bar exemption of the request invoked by the creditor Ciobanu Law Firm Crina Ionela, rejected as groundless the exception of the lateness of the request for consolidation invoked by the creditor Autocora SRL and admitted the request for consolidation as it ordered sending of the file no. 4010/87/2015 and the associated files regarding the debtor INTERAGRO S.R.L. to the Bucharest Court, Civil Section VII, court first invested with solving the case no. 36095/3/2015 regarding the debtor Interagro S.A.

By Decision no. 1617/13.10.2016, the Bucharest Court of Appeal rejected the appeals formulated by the appellants Autocora S.R.L. and Interagro S.R.L., as groundless.

The appeal formulated by ANAF was rejected as groundless by Decision no. 204/02.02.2017.

File no. 36095/3/2015, pending in the Bucharest Court, having as object the application for insolvency of Interagro S.A. At the deadline of 05.10.2018, the court admitted the requests of the debtor Interagro S.A. formulated by the special administrator Cadar Marcel and the judicial administrator C.I.T.R. Ilfov SPRL branch, and according to art.132 par. 2 Law no. 85/2014 it ordered the extension of the deadline for submitting the reorganization plan by 30 days. Bucharest Court legally suspended the case based on art. 42 paragraph 6 of the Romania President Decree no. 195/2020 on the establishment of a state of emergency in Romania, for the entire emergency period.

The case was renewed and the next trial term is set on 07.03.2022.

During 2021 the debtor paid back the amount of 218,618 lei and the amount to be recovered la 31 December 2021 is of 1,338,708 lei for which an adjustment for receivables impairment in amount of 1,338,708 lei was constituted.

IV. File no. 2380/118/2013 and File no.2380/118/2017 pending Constanta court. Oil Terminal SA as complainant and Oil Prod SRL as debtor.

Oil Terminal SA formulated an application for the statement of affairs registration for the amount of 242,498.99 lei.

By the Interim Decision no. 2201/26.08.2014, Constanta Court ordered the bankruptcy of the debtor, appointing Global Insolvency as the provisional judicial liquidator.

On 07.10.2014 the company Oil Terminal S.A. registered at te creditors list for the amount of 1,291,599.10 lei.

At the deadline of 17.11.2014, the court ordered the bankruptcy of the debtor Oil Prod S.R.L., and on 24.11.2014 it confirmed as judicial liquidator Spectrum Insolvency IPURL.

On 29.01.2015, the liquidator communicated the statement of affairs registration with the amount of 1,068,322.18 lei. Oil Terminal S.A. filed an appeal for statement of affairs registration on 04.05.2015, and by Decision no. 303/08.02.2016 The Constanta Court partly admitted the appeal filed by Oil Terminal SA in contradiction with the respondent Spectrum Insolvency IPURL judicial administrator of the debtor Oil Prod S.R.L., ordered the registration in the final consolidated table of the debts of the debtor Oil Prod S.R.L. of the receivable in total value of 1,199,000.71 lei belonging to the creditor Oil Terminal S.A.

The next trial term is set at the Constanta Court on 21.03.2022 for the capitalization of the assets of the debtor Oil Prod S.R.L.

For these cases, a provision for the depreciation of receivable in the amount of 1,304,907 lei was constituted.

V. File no.166/118/2018pending on Constanta Court of Justice, having as parties Oil Terminal SA in contradictory with ANAF-Galati Region al General Direction of Public Finances – Commission for Excisable products operators authorization – through representative Constanta Public Finances.

Oil Terminal SA deposited, on 11.01/2018 a request in Constanta Court of Justice, by which it requested the suspension of Decision no.2/21.12.2017’ effects, by which it ordered the recalling of Fiscal warehouse authorization no.RO0070413DD02of 22.10.2015, until the first instance solution regarding the above mentioned decision cancelation. The first term was on 08.03.2018.

By Decsion no. 419/15.03.2018, given by Constanta Court of Justice, it ordered the suspension of Decision no.2/21.12.2017, issued by National Agency of Fiscal Administration – Galati Tregional General Direction of Finances -Commission for Excisable products operators authorization, until the first instance solution. ANAF appealed on 26.04.2018. By Decision no. 854/20.06.2018, Constanta Court of Appeal rejected the appeal as groundless. The file no. 4456/118/2018 is pending in Constanta Court with deadline on 29.03.2022.

For this file, a provision of 1,050 lei was constituted.

VI. File no. 4456/118/2018, pending on Constanta Court of Justice, having as parties Oil Terminal SA, in contradictory with ANAF-Galati Region al General Direction of Public Finances – Commission for Excisable products operators authorization – through representative Constanta Public Finances. 

On 24.07.2018, Oil Terminal SA deposited in Constanta Court of Justice, an administrative contestation, by which it requested Decision no. 2/21.12.2017’ cancelation namely Decision no. 2/16.02.2018’ cancelation, by which ANAF - Galati Region al General Direction of Public Finances – Commission for Excisable products operators authorization ordered the recalling of Fiscal warehouse authorization issued on 22.10.2015. Next trial term is set on 29.03.2022.

For this file, a provision of 26,644 lei was constituted.

VII.File no. 4206/2/2015, pending before Bucharest Court, by which claimant DG Petrol SRL, company in bankruptcy, by bankruptcy attorney Fineco Insolvency SPRL, submitted on 29.01.2020 at Bucharest Court an appeal requesting the anullment of Decision no. 1/05.01.2015 by which ANAF – Regional Directorate for excise duty and Customs Operation of Bucharest ordered the claimant DG Petrol SRL to pay the amount of 3,759,256 lei.

On trial term of 10.06.2020, DG Petrol SRL filed a third party claim against Oil Terminal S.A. requesting the court to issue a decision ordering Oil Terminal S.A. to pay the amount of 3,759,256 lei.

Oil Terminal S.A. filed a motion in legal term for the exception to the inadmissibility of the request, the exception of delay and requested the rejection for the claim as groundless.

By conclusion pronounced on 23.09.2020, Bucharest Court of Appeal rejected the claim filed by complainant DG Petrol SRL against Oil Terminal S.A. as inadmissible.

Complainant DG Petrol SRL appealed and Bucharest Court of Appeal suspended the trial on 02.12.2020 according to art. 64 par. 4 of Civil procedure code. The decision can be appealed during period of suspension. File was renewed and has next trial term on 01.04.2022.

For this file, a provision in amount of 187,963 lei was constituted.

VIII. File no. 1571/93/2018, pending on Ilfov Court of Justice, debtor ROTTCO CONSULT SRL.

Oil Terminal requested on 31.07.2018a registration application at the credit table for the amount of 2,344.04 lei.

By Decision of 21.06.2018, the court of justice admitted the debtor request and open the general insolvency procedure. By intermediary decision no. 95/20.01.2020 the court submitted the bancruptcy by debtor general procedure, canceled debtor right to administration and submitted the debtor company disbandment. It submited the seal off of debtor goods in charge of the judicial liquidator. It settled a term of maximum 5 days since bankruptcy to dispose the assets management from the debtor/ judicial administrator to the judicial liquidator, along with the list of documents and operations issued after the procedure provided in art. 84 paragraph 2 of Law 85/2014. It submited the issuing and handling by judicial administrator or special administrator, as the case, to the judicial liquidator, in maximum 5 days since bankruptcy, a list including names and addresses of creditors and all their receivables in bankruptcy date, with indication on those born after opening the procedure, the final table of receivables and any other tables issued during the procedure, any distribution reports, documents list and operations performed after opening the procedure. CITR Bucuresti SPRL branch was designated as temporary judicial liquidator.

Ilfov Court set the next trial term in file no. 1571/93/2018 on 09.03.2022.

For this file, a regulation for receivables depreciation in an amount of 5,611 lei was constituted.

IX. File no. 1974/118/2019, pending in constanta Court, creditor Oil Terminal SA and debtor Master Chem OIL DMCC.

At the term of 02.12.2020, the court connects file no. 7729/118/2019 to file no. 1974/118/2019 and remains suspended pronounciation until the resolution of file no. 3068/118/2018.

On 16.12.2020 the court suspended the trial of the case until the final settlement of file 3068/118/2018 currently pending in Constanta Court of Appeal, with the right of appeal during the suspension.

Oil Terminal SA filed a request to reinstate the case and increase claims. Next trial term is set on 09.03.2022.

For this client, an adjustment for receivables depreciation in amount of 847,892 lei was contituted.

X. File no. 7729/118/2019, pending in Constanta court, creditor Oil Terminal SA and debtor Master Chem Oil DMCC.

Action in pending by which creditor Oil Terminal SA requests requests the court to force the defendant Master Chem Oil DMCC to pay cutter stock storage in an amount of 72,261.63 lei (16,872.02 USD). Subsequently Oil Terminal S.A. submitted a request to increase the claims to the total amount of 423,625.51 lei (USD 97,913.72).

By conclusion of 02.12.2020 the court ordered the joinder of file no. 7729/118/2019 with file no. 1974/118/2019, pending before Constanta Court.

Next trial date is set on 09.03.2022.

For this file an adjustment for receivables depreciation in amount of 423,626 lei and an adjustment in amount of 1,233,126 lei representing invoinces for court claims increase.

XI. File no. 2325/212/2020 pending before Constanta Court, by which complainant Dudau Vasile requests the court to calculate the values of penalties in amount of 1,000 lei/ delay day, for the period between 24.10.2019 – 11.03.2020 (date of sales contract closure).

By civil Sentence no. 6810/08.06.2021 pronounced in file no. 2325/118/2020, Constanta Court rejected the request to grant penalties formulated by Dudau Vasile as groundless.

Complainant Dudau Vasile appealed, and by Decision no. 102/21.02.2022 Constanta Court approved the appeal formulated by the complainant and completely changed civil sentence no. 6810/08.06.2021 of Constanta Court pronounced in file no. 2325/212/2020 as meaning that: “admits the request for summons formulated by the complainant. It sets the amount due by the defendant Oil Terminal S.A., in amount of 138,000 lei, as civil penalties for not fulfilling the obligation provided in enforcement order represented by civil Decision no. 394/16.06.2015 pronounced by Constanta Court in file no. 34987/212/2013, starting from 24.10.2019 until 11.03.2020”. The court forces Oil Terminal S.A. to pay the complainant the amount of 40 lei as trial expenses representing stamp tax. The decision is permanent.

For this file, a provision of 138,040 lei is recorded.

On 27.01.2022 Oil Terminal S.A. paid the amount of 138,040 lei to complainant Dudau Vasile.

XII. File no. 328/118/2020, pending in Constanta Court, complainant Oil Terminal SA, defendant Ministry of Public Finance-ANAF- General Directorate of Great Taxpayers.

Appeal formulated by Oil Terminal SA against the Decision of situation regularization no. 148/16.09.2011 and the control report no. 27512/16.09.2011 for pluses and minuses found in Oil Terminal SA tanks after the control of 01.01.2011-17.03.2011 and the regain of the amount of 738,746 lei paid as customs debt.

Constanta Court set the next trial date in file no. 328/118/2020 on 24.02.2022.

For this file, a provision of 741,846 lei was constituted.

XIII. File no. 24745/212/2020, pending in Constanta Court, complainant Olaru Laurentiu, defendant Oil Terminal S.A.

Request for summons by which the court is requested to set the amount of delay penalties for non-implementation of the Civil Decision no.781/20.10.2015 and the Civil Sentence no.10900/21.10.2014 pronounced in file no.34991/212/2013, calculated from 07.02.2020 and until the pronouncement of this decision. The first deadline was set on 03.12.2020. On 18.01.2021, the enforcement order was executed, meaning that the building was sold to Olaru Laurentiu.

By Decision of 23.04.2021, the court rejected the request as devoid of purpose.

Olaru Laurentiu appealed and by Decision no. 2126/17.12.2021 Constanta Court approved the appeal, cancelled the appealed sentence and ordered retrial. The decision is permanent.

The file is to be assigned to a formation of Constanta Court.

For this file, a provision of 346,000 lei was constituted.

XIV. File no. 3330/118/2020, pending in Constanta Court, complainant Dumitrescu Sebastian Valentin, defendant Oil Terminal S.A., Romanian State through the Ministry of Economy, Energy and Business Environment.

Application for action against the EGSM Decision no. 4/12.06.2020 by which shareholders found the termination of the applicability of the Shareholders Extraordinary General Assembly’ Decision no. 6/10.10.2016, found the legal increase of the Oil Terminal S.A. share capital with the value of the two fields in surface of 254,261.325 sqm and respectively in the surface of 129,334.70 sqm, object of the attestation certificates of the property right series MO 3, no. 11703/02.02.2011 and series MO 3, no. 11704/02.02.2011 and approved the formulation of a request to the delegated judge from ONRC for the appointment of one or more experts in order to evaluate the two fields to be included in the process of company’ capital increase.

By conclusion of 23.03.2021 the court suspended the case according to art. 412 par. 1 point 1 CCP having in view the complainant’s decease.

The case was reinstated, Constanta Court set the next trial term on 23.11.2021 in order that intervener Rometta Impex SRL to be summoned. On 23.11.2021 Constanta Court rejected the reinstatement request and order the suspension of the litigation. It can be appealed during suspension.

XV. File no. 3656/118/2020, pending in Constanta Court, complainant Dumitrescu Sebastian Valentin, defendant Oil Terminal S.A.

Action for annulment of EGSM Decision no. 4/12.06.2020 by which shareholders found the termination of applicability for the Shareholders Extraordinary General Assembly’ Decision no. 6/10.10.2016, found the legal increase of the Oil Terminal S.A. share capital with the value of the two fields in surface of 254,261.325 sqm and respectively in the surface of 129,334.70 sqm, object of the attestation certificates of the property right series MO 3, no.

11703/02.02.2011 and series MO 3, no. 11704/02.02.2011 and approved the formulation of a request to the delegated judge from ONRC for the appointment of one or more experts in order to evaluate the two fields to be included in the process of company’ capital increase.

By conclusion of 16.06.2021 according to art. 412 par. 1 point 1 NCPC the court found the suspension of case as a result of the complainant’s decease until successor’s reinstatement.It can be appealed during suspension.

XVI. File no.3656/118/2020 pending in Constanta Court, complainant Dumitrescu Sebastian Valentin, defendant Oil Terminal S.A.

Presidential Ordinance requesting the suspension of the registration of EGSM Decision no. 4/12.06.2020 until the completion of the File no. 3656/118/2020.

By conclusion of 16.06.2021 according to art. 412 par. 1 point 1 NCPC the court found the suspension of case as a result of the complainant’s decease until successor’s reinstatement.It can be appealed during suspension.

XVII.File no. 4049/118/2020, pending in Constanta Court, complainant Dumitrescu Sebastian Valentin, defendant Oil Terminal S.A., Mapps Master Appraisal SRL.

Request for recusal of the Mapps Master Appraisal SRL expert evaluator, designated by ORC by resolution no. 16280/07.07.2020, pronounced in file no. 60751/06.07.2020.

The next trial term is set on 26.05.2021.

By conclusion of 16.06.2021 according to art. 412 par. 1 point 1 NCPC the court found the suspension of case as a result of the complainant’s decease until successor’s reinstatement.

It can be appealed during suspension.

XVIII. File no. 6919/118/2020, pending in Constanta Court, complainant Dumitrescu Sebastian Valentin, defendant Oil Terminal S.A.

Action to establish the absolute complete nullity of the Oil Terminal S.A.’ updated constitutive act. By Decision no. 87/27.01.2021, the court rejected the request for summons, as groundless.

The complainant appealed and on 27.09.2021, constanta Court of Appeal suspended the trial until Dumitrescu Sebastian Valentin successor’s reinstatement. The decision can be appealed during suspension.

XIX. File no. 4150/118/2020, pending in Constanta Court, complainant Dumitrescu Sebastian Valentin, defendant Oil Terminal S.A., MEEMA

Action for finding, by which the court is requested to issue a decision for finding that Oil Terminal S.A. is a privatized company and that if the Oil Terminal S.A.’ share capital increases with the value of the fields for which attestation certificates of the private property right were obtaied, he has the right of preference according to Law no. 137/2002.

By Decision no. 86/27.01.2021, the court admitted the exception of the request inadmissibility and rejected the request for summons formulated by Dumitrescu Sebastian Valentin, as inadmissible.

The complainant appealed and by conclusion of 23.06.2021 according to art. 412 par. 1 point 1 NCPC the court found the suspension of case as a result of the complainant’s decease until successor’s reinstatement. The decision can be appealed during suspension.

XX. File no. 2184/118/2016, pending in Constanta Court of Appeal, complaiat Oil Terminal S.A., defendant Broadhurst Inv. LTD, intervener Ministry of Energy.

By the civil Sentence no. 1218/08.08.2019 Constanta Court rejected as groundless the request for summons filed by the complainant Oil Terminal SA, in contradiction with the defendant Broadhurst Investments Limited, the intervener Ministry of Energy and the intervener Dan Cristian Barbulescu, rejected as groundless the request for action formulated by the intervener Ministry of Energy, in contradiction with the complainant Oil Terminal SA, defendant Broadhurst Investments Limited and the intervener Dan Cristian Barbulescu and admitted the request for action formulated by the intervener Dan Cristian Barbulescu, in contradiction with the complainant Oil Terminal SA, defendant Broadhurst Investments Limited and the intervener Ministry of Energy.

Request for summons in contradiction with the minority shareholder by which complainant Oil Terminal S.A. requests the cessation of the minority abuse, the payment of the amount of 1,294,903 lei as material damages, the amount of 100,000 lei as moral damages and court costs.

Oil Terminal S.A. appealed.

By Decision no. 135/18.03.2021 the court rejected as groundless the main appeal and rejected as groundless the collateral attack. The decision can be appealed in term of 30 days since communication.

For this file, a provision of 26,503 lei was constituted.

XXI.File no. 4558/118/2021 pending in Constanta Court, complainant Dumitrescu Andrei Sebastian, defendant Oil Terminal S.A.

The request for summons by which shareholder Dumitrescu Andrei Sebastian, against Oil Terminal S.A., Romanian State by the Ministry of Public Finance, Romanian State by the Ministry of Energy and the Ministry of Energy, requests Constanta Court the following:

-the finding of preferential right at the purchase by the Ministry of Energy, of a number of shares required to maintain share rate in Oil Terminal S.A.’ sshare capital.

-the order that all defendants respect the preferential right mentioned in point 1 starting from the date of Oil Terminal S.A.; social capital increase registration.

By conclusion of 09.12.2021 Constanta Court approved the application for suspension filed by defendant Oil Terminal S.A. against complainant Dumitrescu Andrei Sebastian and defendants Romanian State, represented by the Ministry of Finance, represented by Regional Public Finances Galati – County Administration of Public Finances Constanta. According to art. 413 par. (1) point 1 of Civil Procedure Code, trial was suspended ultil final settlement of case registered in Constanta Court under no. 4150/118/2020.

The decision can be appealed during suspesion period.

XXII. File no. 6528/118/2021 pending in Constanta Court, complainant Dumitrescu Andrei Sebastian, defendant Oil Terminal S.A., Romanian State by the Ministry of Public Finance, Romanian State by the Ministry of Energy.

The request for summons by which shareholder Dumitrescu Andrei Sebastian, against Oil Terminal S.A., Romanian State by the Ministry of Public Finance, Romanian State by the Ministry of Energy requests Constanta Court the following:

1. the finding that the tanks object of GEO no. 15/2001 approved by Law no. 68/2002 are in private property of Oil Terminal S.A., head of claims evaluated at the amount of 27,684,210.15 lei.

2. mainly, to force the defendant Romanian State by the Ministry of Public Finance to provide full property over the properties mentioned above to defendant Oil Terminal SA, head of claims evaluated at the amount of 27,684,210.15 lei.

3. secondarily, to force the defendant Oil Terminal S.A. to initiate action of estate claim having as object the properties mentioned in point 1, head of claims evaluated at the amount of 27,684,210.15 lei,

4. to force the defendants to pay trial expenses occured during the present trial.

The file’s trial term is on 19.04.2022.

XXIII. File no. 7054/118/2021 pending in Constanta Court, complainant Dumitrescu Andrei Sebastian, defendant Oil Terminal S.A., Ministry of Economy, Enterpreneurship and Tourism.

The request for summons by which shareholder Dumitrescu Andrei Sebastian requests Constanta Court to admit partial absolute nullity for OGSM Decision no. 2/26.04.2021 regarding art. 1 by which Oil Terminal S.A.’ shareholders approved ”the financial situations of 2020, issued according to International Financial Reporting Standards (IFRS), including: situation of financial position, situation of overall result, situation of change in equity, situation of cash flows, notes on financial situations, according to the Board of Directors’ Report and the independent financial auditor’s Report”.

The file’s first trial term is on 05.04.2022.

XXIV. File no. 7838/118/2021 pending in Constanta Court, complainant Dumitrescu Andrei Sebastian, defendant Oil Terminal S.A., Ministry of Economy, Enterpreneurship and Tourism.

The request for summons by which shareholder Dumitrescu Andrei Sebastian requests Constanta Court to admit partial absolute nullity for the Managers Report of Semester I 2021, concluded on 30.06.2021.

On 05.01.2022 the complainant filed a supplementary application requesting:

1.absolute anullment of BoD’ Decision no. 70/10.08.2021

2.absolute anullment of OGSM Decision no. 14/29.12.2021.

The file’s first trial term is on 30.03.2022.

XXV. File no. 8452/118/2021 pending in Constanta Court, complainant Dumitrescu Andrei Valentin, defendant Oil Terminal S.A., Romanian State by the Ministry of Energy.

The request for summons by which shareholder Dumitrescu Andrei Sebastian requests Constanta Court to admit partial absolute nullity for the following articles of association:

1.statute (articles of association) updated certified under no. 631/12.05.1997 by NPB Victoria Badea, main head of claim, not evaluable in cash;

2.statute (articles of association) updated according to Decision no. 2 of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 28.07.2000, ancillary head of claim, not evaluable in cash;

3. statute (articles of association) updated according to Decision no. I of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 29.03.2001, ancillary head of claim, not evaluable in cash;

4. statute (articles of association) updated according to Decision no. I of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 31.07.2001, ancillary head of claim, not evaluable in cash;

5. statute (articles of association) updated according to Decision no. I of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 11.06.2003, ancillary head of claim, not evaluable in cash;

6. statute (articles of association) updated according to Decision no. I of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 22.12.2004, ancillary head of claim, not evaluable in cash;

7. statute (articles of association) updated according to Decision no. 3 of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 05.03.2007, ancillary head of claim, not evaluable in cash;

8. statute (articles of association) updated according to Decision no. 2 of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 06.03.2009, ancillary head of claim, not evaluable in cash;

9. statute (articles of association) updated according to Decision no. 3 of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 04.03.2010, ancillary head of claim, not evaluable in cash;

10. statute (articles of association) updated according to Decision no. 2 of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 02.08.2010, ancillary head of claim, not evaluable in cash;

11. statute (articles of association) updated according to Decision no. I of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 24.11.2011, ancillary head of claim, not evaluable in cash;

12. statute (articles of association) updated according to Decision no. I of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 17.08.2012, ancillary head of claim, not evaluable in cash;

13. statute (articles of association) updated according to Decision no. 3 of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 04.07.2013, ancillary head of claim, not evaluable in cash;

14. statute (articles of association) updated according to Decision no. 10 of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 24.10.2014, ancillary head of claim, not evaluable in cash;

15. statute (articles of association) updated according to Decision no. II of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 19.06.2017, ancillary head of claim, not evaluable in cash;

16. statute (articles of association) updated according to Decision no. 28 of Oil Terminal S.A.; Shareholders Extraordinary General Assembly of 29.10.2018, ancillary head of claim, not evaluable in cash”

And

17. reinstatement of parties in previous situation;

18. finding that Oil Terminal S.A. has a total share capital of 43,615,149,5 lei divided into 436,151,495 shares, each with a nominal value of 0.1 lei, ancillary head o claim, not evaluable in cash,

19. finding that Romanian State by the Ministry of Energy is shareholder of Oil Terminal S.A. with a number of 200,979,215 shares, each with a nominal value of 0.1 lei and a total value of 20,097,921.5 lei, representing 46.08% of the entire share capital, head of claim, not evaluable in cash,

20. order that the defendants pay trial expenses.

The file’s trial term is on 14.04.2022.

4.13. Important events after 31 December 2021

I.Shareholders General Assembly’s Decisions of 20.01.2022

·By Shareholders Ordinary General Assembly (OGSM)’s Decision no. 1/20.01.2022 the guarantee structure (of a value not exceeding 20% of fixed assets total, less receivables) related to the investment credit in amount of 98,429,274.37 lei, for the construction of a 55,000 cm shoretank in South Storage Farm, as follows, was approved:

I.Property mortgage over future construction asset

II.Field under future construction

III.Mortgage over current and future bank account opened by the company at creditor bank.

·By Shareholders Extraordinary General Assembly (EGSM)’s Decision no.1/20.01.2022 the termination of validity for EGSM Decision no. 5/12.06.2020 regarding starting a partnetship with Societatea de Administrare a Participatiilor in Energie (SAPE) in order to implement the project ”Increase of Storage Capacity in South Storage Farm-Oil Terminal Constanta” was approved.

·By Shareholders Extraordinary General Assembly (EGSM)’s Decision no.2/20.01.2022 contracting a long term investment credit in amount of 98,429,274.37 lei for the construction of a 55,000 cm shoretank in South Storage Farm was approved.

I.The company’s Board of Directors, gathered within the meeting of 14.02.2022 convenes the Shareholders Extraordinary General Assembly on 21.03.2022, with the following agenda:

1. The approval for the continuation of social capital increase procedure with contribution in kind of 2,283,000,282 shares and cash contribution in maximum value of 154,610,814.80 lei, by issuing a maximum number of 1,546,108,148 new shares, nominative, in dematerialized form, with a nominal value of 0.1 lei/share, from which:

a)Contribution in kind – a number of 2,283,000,282 shares, with a nominal value of 0.1 lei/share, in total value of 228,300,028.20 lei, representing the value of fields for which certificates attesting property rights were issued, established by evaluation report no. 155/2021 issued by Mapps – Master Appraisal SRL, J40/7308/2004, CUI 16400917, and namely:

i.Field in surface of 254,261.325 sqm, located in Constanta county, no. 2 Caraiman street, registered in land book no. 215416 held by OCPI, cadastral number 215416, according to certificate attesting property right on fields series M03 no. 11703/02.02.2011, and

ii.Field in surface of 129,334.70 sqm, located in Constanta county, no. 2 Caraiman street, registered in land book no. 215382 held by OCPI, cadastral number 215382, according to certificate attesting property right on fields series M03 no. 11704/02.02.2011.

b)Cash contribution – a maximum number of 1,546,108,148 shares, with a nominal value of 0.1 lei/share, in a total value of maximum 154,610,814.80 lei, to be offered to subscription to other shareholders in preferential right exercise, in order to maintain participation in Oil Terminal S.A. social capital on registration date.

Social capital increase process will be carried out with no issue premium according to provisions of art. 12 para. 51 and para. 52 of Law no. 137/2002 regarding some measure for accelerating privatization.

OIL TERMINAL’ shareholders may exercise preferential rights within 45 days since the date mentioned in the proportioned prospectus to be elaborated by the authorized intermediary. The number of preferential rights is equal to the number of shares registered in the issuer’s register on the registration date. A preferential right is equal to one share.

The subscription rate is of 6.574363900926190. The actual number of shares to be subscribed by each shareholder when exercising of preferential right is determined by multiplying the subscription Rate by the number of shares held. If the result is not a whole number, the result id rounded up down to the nearest whole number.

2.The approval for the empowerment of the Board of Directors to appoint an intermediary authorized by FSA, to issue the proportionate prospectus and to fulfill any and all legal formalities related to registration, approval, implementation of prospectus, according to the provisions of FSA Regulation regarding securities issuers and operations and of delegated Regulation (EU) no. 980/2019 of European Commission.

3.The approval for the empowerment of the Board of Directors to fulfill any and all formalities to implement EGSM decision including, but not limiting to the following:

a)Approval of the proportionate prospectus,

b)Monitoring and coordinating the approval of the proportionate prospectus by FSA and its publication,

c)Implementation of the offer (establishment and approval of subscription procedure, of date, place and payment methods, of how subscriptions are approved and evaluated, taking measures regarding unsubscribes shares and any other measures required),

d)Termination of subscription and notification of FSA regarding the final situation of subscriptions,

e)Approval of final results after the subscriptions termination; determination of the exact value increasing social capital, from which, how much is contribution in kind and how much is cash contribution, while detailing the number of shares issued for the contribution in kind and the total number of shares issued for the cash contribution; establishment of the social capital value after the increase and social capital’s distribution per shareholder; modification of constitutive act corresponding to the increase; taking ancillary decision to inform FSA regarding subscription termination and to register in ONRC and register company.

III.Tax warehouse authorization

On 11.02.2022 the Ministry of Public Finance – National Agency for Fiscal Administration (ANAF) – General Directorate for the Administration of taxpayers (DGAMC) – Commission for the authorization of operators of products

subject to harmonized excise duty issued the tax warehouse Authorization no. RO 0070413DD02/03.02.2022 valid since 03.03.2022 until 01.03.2027 on behalf of OIL TERMINAL SA as authorized warehousekeeper. This authorization allows receiving, holding and dispatching, as the case may be, under a duty suspension, unleaded gasoline.

On 01.02.2022 the National Agency for Fiscal Administration issued Decision no. 41/01.02.2022 establishing the guarantee value for the tax warehouse, in conjuction with the provisions of Decision no. 15/28.02.2019 in the amount of 6,924,529 lei.

On 16.02.2022 Amendment no. 5 to bank guarantee letter no. G084724/832 is signed, by which the guarantee letter value decreased by 9,298,200 lei and its new value is set for 6,924,529 lei.

I.Shareholders General Assembly’s Decisions of 23.02.2022

·By Shareholders Ordinary General Assembly (OGSM)’s Decision no. 3/23.02.2022 the Budget of Revenues and Expenses for 2022 was approved.

·By Shareholders Ordinary General Assembly (OGSM)’s Decision no. 4/23.02.2022 the company’s procurement of some consulting, assistance and external legal representation services for all trial stages, including extraordinary legal remedies, in file no. 8452/118/2021 against Dumitrescu Andrei Sebastian, in order to defend Oil Terminal SA’ legal interests was approved.

5. COMPANY’ TANGIBLE ASSETS

Location and characteristics of mainoutput capacities in the company’ propriety

North Storage Farm and South Storage Farm are located in Constanta city area and Port Storage Farm is located in Constanta Port;

The three storage farms distribute the activities of receiving, storage, conditioning and delivery of crude oil, petroleum, petrolchemical and liquid chemical products for import, export and transit, all being monitored by an unique strategy;

Oil Terminal SA Constanta effects services supplies regarding loading, discharging and conditioning of the following products: crude oil, gasolene, gas oil, petrochemical and liquid chemical products;

Each storage farm is provided with crude oil, petroleum, petrolchemical and liquid chemical products loadin-discharging platforms, shoretanks due to their storage, pumps houses, pipelines connecting the different storage farm technical equipments;

Port Storage Farm is provided with jetties, especially equipped petroleum vessels operation. For crude oil, gas oil, gasoline, the facilities are provided with remote flowmeters;

Loading/discharging platforms for railcars with a capacity of about 20,000 tons/24 hours are represented by a restraint rail area, especially provided for oil and liquid chemical products railcars’ loading/discharging.

Parallel to rail car sector, there are mounted collecting pipelines through which the products are discharged by free fall. The collectors are connected to the pumping equipments by transport pipelines; Transport pipelines with diameters between 100 and 1000 mm;

Pump houses achieving flows between 300 cm /h and 2,500 cm/h are generally closed buildings, inside which the pumps ensuring the existent products in the storage farm are handled. They are electrically actioned. Inside the pumps houses there are suction and repression pipelines mounted, and the closing fittings;

Shoretanks with capacities between 1,500 cm and 50,000 cm, are specialized for liquid products storage. They are of metallic construction, cylindrical, vertically located –above ground, safety protection belts, fixed or floating roof, some provided with concrete protection belts, others in earth or concrete retention tanks. The shoretanks are provided with fire fighting system and according to the stored products kind, with thermal isolation or heating coils;

Laboratories are provided with apparata to determine specific physical, chemical tests.

The company proprieties’ degree of wear

From the physical state and maintenance of fixed assets put in use point of view, the wear state for the facilities, technological equipments and shoretanks in the company’ patrimony, according to Register regarding the classification and fixed assets use normal periods, is thought to be over 50%.

Among these fixed assets, a percentage of 80% consumed the useful lifetime provided in the technical books of these fixed assets.

For the rest of the facilities, periodic revisions and capital repairs are efected so that to ensure all work terms safety.

Depreciation is calculated at the accountant value (acquisition cost or reestimated value), using the liniar amortization method, for the assets estimated lifetime, the next month since its put in use and is included monthly in the company’ costs.

Estimated useful lifetimes are those provided by the “Book regarding classification and normal periods of fixed assets operaion” approved by GD 2139/2004.

On 31.12.2021 the company reevaluated tangible assets according to an evaluation Report issued by an authorized evaluator, full member of ANEVAR. The frequency of reevaluations depends on the fair values adjustments of reevaluated tangible assets. If tangible assets’ fair values does not change significantly, reevaluations are not required.

On 31.12.2021, the fair value resulted from the evaluation report, revealed by reevaluated value is as followings:

Possible matters regarding the propriety right on the company’ tangible assets

It’s not necessary.

6. THE MARKET OF THE SECURITIES ISSUED BY THE COMPANY

The full subscribed and paid capital is 58,243,025 lei distributed in 582,430,253 shares with a nominal value of 0.10 lei.

Oil Terminal SA’ financial instruments owners structure on 31.12.2021, according to Depozitarul Central CA Bucuresti, is as follows:

Romanian State by the Ministry of Energy is the main shareholder and owns 59.62% of share capital.

Romanian and foreign markets, where securities issued by the company are negotiated

Oil Terminal SA is a public company, according to Law no.24/2017 regarding the issuers of financial instruments and market operations, being registered in the National Commission of Securities. Shares issued by Oil Terminal SA are traded on the regulated market, Bucharest Stock Exchange, in department Capital titles, Standard Class, under symbol OIL.

Company’ policy regarding the dividends

For 2021, the company distributed dividends according to art.1. paragraph. 1 letter. f of GD 64/2001, regarding the profit distribution in the national companies, national and commercial companies with full or major state capital and in independent administrations, approved with further alterations and additions by by Law no.769/2001 with further alterations and additions, ’’ a minimum of 50% payments to state or local budget, for the independent administrations or divedends, for national and commercial companies with full or major state capital’’.

According to art. IV parapgraph (1) of GEO no. 3/26.01.2022. Notwithstanding the provisions of art. 1 paragraph (1) letter f) of the Government Ordinance no. 64/2001 regarding profit distribution in national companies, national and commercial companies

with full or major state capital and in independent administrations, published in the Official Gazette of Romania, Part I, no. 536 of 1 September 2001, approved with amendments by Law no. 769/2001, with further alterations and additions, for 2021 financial year, for companies with full or major state capital, and for autonomous administrations, the accounting profit remained after deduction of the profit taxation is distributed in amount of minimum 90% as instalments to state budget for autonomous administrations or as dividends for full or major state capital companies, according to law.

(2) In duly justified cases, the Government may approve distribution to state budget as instalments to state budget for autonomous administrations or as dividends for full or major state capital companies at a rate lower than 90% of accounting profit remained after the deduction of profit taxation, but not less than 50% of it””

Having in view the provisions of art.1 paragraph 1 letter f) of GD 64/2001amended by art. IV of GEO 3/26.01.2022, the company proposes dividends representing 90% of the remained net profit after the legal reserve distribution according to Law 31/1990 and of other reserves representing fiscal facilities according to Law 227/2015, namely dividends to be distributed in amount of 4,226,555 lei.

Shareholders to receive dividends from net profit achieved in the 2021 financial year are those registered in the Shareholders Register at the registration date.

Dividends are paid to shareholders proportionally with the rate of participation in share capital.

During 2019 – 2021 the situation of distributed dividends was the following:

The value of gross dividend/share during 2019 – 2021 is as follows:

Dividends payment date will be settled complying with provisions of art,178 paragraph (2) of Financial Survey Authority Regulation no.5/2018: ‚’’For dividends, Shareholders General Assembly settles the payment date in a working day after the most 15 working days the registratio ddate, bu not later than 6 months from Shareholders General Assembly date to settle the dividends’’

Company’ activities to own shares’ acquisiton

Oil Terminal SA did not effect trades with objectthe own shares acquisition and does not have own shares at the end of 2021.

Number and nominal value of shares issued by company mother owned by branches

Oil Terminal SA has no branches, there are not shares issued by the company mother and owned by branches.

Bonds and/or other receivables titles issue

Oil Terminal SA has not issued bonds or other receivables titles.

7. COMPANY’ MANAGEMENT

7.1 The Board of Directors

The company is managed according to the management unitary sytem management, the company’ management being provided by a Board of Directors made of 7 members, non executive managers appointed by OGSM Decision no. 5/04.04.2018 for a 4-year period, namely, until 03.04.2022:

In 2021, the Board of Directors was composed of:

By OGSM’ Decision no. 11/30.08.2021 Mr. Radu Cristian Pop was dismissed from the position of Oil Terminal’s manager, as a result of his resignation from the Board of Directors membership.

By OGSM’ Decision no. 12/30.08.2021 the following were adopted:

- Mr. MICU Ionut Stelian was appointed as interim manager of Oil Terminal S.A.’ Board of Directors.

- Establishing the term of office of the interim managers for 4 months or until completing the recruitment and selection procedure provided by GEO no. 109/2011 regarding corporate governance of public enterprises, if it takes place earlier than 4 months since OGSM’ appointment of the interim manager was approved.

By OGSM’ Decision no. 15/29.12.2021, Mr. MICU Ionut Stelian was dismissed from the position of interim non executive manager, as a result of mandate contract expiry on 30.12.2021.

On 31.12.2021, there are no payments in advance or credits given to the management members or to the executive management or to the executive directors.

On 31.12.2021, Oil Terminal SA has no relationships with associated branches or entities and does not have participations in other companies.

Report on the management activity

During 2021, the Board of Directors meetings ran according to day agenda submitted to managers, the main decisions taken having as object the followings:

-Approval for concluding the service and expedition contract with beneficiary National Administration of state reserves and special issues – Territorial unit 515 Bucharest (NASRSP), for the period 18.01.2021 – 30.04.2021;

-Approval for concluding the contract of port infrastructure use and service supply with Compania Națională Administrația Porturilor Martitime SA Constanta, valid until 31.12.2025;

-Approval for the update of services program for 2021;

-Approval for lease of some fields in Oil Terminal SA’ property in surface of 1,793.71 sqm located in South Storage Farm, namely 3,110.79 sqm located in North Storage Farm, for a 5-year period;

-Approval for the Report of Semester II 2020 regarding management activity, issued according to the provisions of art. 55 par. (1) of GEO no. 109/2011 regarding corporate governance of public enterprises;

-Approval for Oil Terminal SA’ Board of Directors Report for the financial year ended on 31.12.2020, issued according to Law no. 24/2017, FSA Regulation no. 5/2018, art. 56 of GEO no. 109/2011 and MPF’ Order no. 2844/2016 for the approval of accounting regulation, complying with International Financial Reporting Standards, with subsequent amendments and additions;

-Approval of the Nomination and Remuneration Committee’ annual Report regarding remunerations and other advantages given to non executive managers and mandate directors related to 2020 financial year, issued according to art. 55 paragraph (2) of EGO no. 109/2011 regarding corporate governance of public enterprises;

-Approval of the Actions plan for OIL TERMINAL SA’ development strategy implementation (2016-2025) – Development stage Year 2021;

-Approval of Nomination and Remuneration Committee’ Report for 2020;

-Approval of Development and Strategy Committee’ Report for 2020;

-Approval of Audit Committee’ Report for 2020;

-Advise of Budget of revenues and expenses for 2021, amended according to address no. 11772/VDP/08.04.2021 by the Ministry of Energy and address no. 769254/08.04.2021 by the Ministry of Finance;

-Approval for concluding the additional act to lease contract concluded with Compania Națională Administrația Porturilor Martitime SA Constanța no.CNAPM-00093-IDP-02/15.09.2014 regarding the extension of contract validity;

-Approval for concluding the storage and service contract with beneficiary National Administration of state reserves and special issues – Territorial unit 515 Bucharest (NASRSP), for the period 01.05.2021 – 31.12.2021;

-Approval for concluding the service and expedition contract with beneficiary National Administration of state reserves and special issues – Territorial unit 515 Bucharest (NASRSP), for the period 07.05.2021 – 31.10.2021;

-Approval of simplified interim financial situations revised on 31.03.2021, issued according to applicable accounting Regulation, namely Order no. 2844/2016 for the approval of accounting Regulation complying with International Financial Reporting Standards, revised by the financial auditor Transilvania Audit & Fiscality SRL;

-Approval of Oil Terminal SA’ managers report for trimester I 2021 ended on 31.03.2021 issued according to FSA Regulation no.5/2018;

-Designation of BCR bank as payment agent for dividends payment related to 2020 according to the applicable regulatory framework;

-Approval of mandate directors (General Director and Financial Director) activity evaluation Report for 2020 activity, issued according to art. 36, paragraph (5) of EGO no. 109/2011;

-Approval for concluding the storage and service contract with beneficiary National Administration of state reserves and special issues – Territorial unit 515 Bucharest (NASRSP), for the period 01.06.2021 – 31.12.2021;

-Approval for the organization and functioning Regulation’ amendment, applicable since 01.07.2021;

-Approval of credit line extension in the amount of 10,000,000 ron for a 12-month period;

-Advise to maintain guarantees structure related to credit line extension in an amount of 10,000,000 ron for a 12-month period, as it was approved by OGSM’ Decision no.6/04.04.2018 and maintained by OGSM’ Decision no. 13/05.08.2019 and OGSM’ Decision no. 12/12.06.2020;

-Approval for the Budget of revenues and expenses amended for 2021;

-Advise of the amount of 1 million euro representing compensation limit related to the Civil liability insurance for company’ managers in office, with Oil Terminal SA as sole beneficiary of insurance indemnities;

-Approval of simplified interim financial Situations revised on 30.06.2021, issued according to applicable accountancy Regulations, namely Order no. 2844/2016 for the approval of accountancy regulations complying with the International Standards of Financial Report, revised by the financial auditor Transilvania Audit & Fiscality SRL;

-Approval of Oil Terminal’ Managers Report for Semester I 2021, concluded on 30 June 2021, issued according to art. 65 of Law 24/2017, art. 128 of FSA Regulation no. 5/2018 (Annex no. 14) and to art. 55 paragraph (1) of GEO no. 109/2011;

-Approval of accountant Report on 30 June 2021, issued according to MPF Order no. 736/05.07.2021;

-Update of advisory committee component, as follows: