OIL TERMINAL SA’

ANNUAL FINANCIAL REPORT

For the financial year ended on

31 December 2022

CONTENT

OIL TERMINAL SA’

MANAGERS REPORT

For the financial year ended on

31 December 2022

CONTENT

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 125 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, 125 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

• Mission - OIL TERMINAL SA is a modern and dynamic company, a regional leader in the Black Sea basin, with respect for environmental protection, with a high level of technology and automation, with a team of competent and motivated people, providing prompt and quality services to its customers and added value to shareholders. We pursue the development of partnership relations by adapting the offer on the provision of services for the reception, storage, conditioning and delivery of crude oil, petroleum, petrochemical and liquid chemical products to and from sea and river vessels, tank wagons, oil pipelines, car tanker loading, as well as ship bunkering, geared towards meeting the requirements of customers and stakeholders.

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

• OIL TERMINAL SA’ values are 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.

In 2022, the company was managed on a unitary basis, with the Board of Directors consisting of provisional non-executive directors appointed in accordance with the provisions of Government Emergency Ordinance no.109/2011, as amended and supplemented, following the termination of the directors' contracts approved by OGSM Decision no.5/04.04.2018.

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.

The performance of individuals and functional structures is measured by quantitative and qualitative indicators, adapted and monitored through the Management Internal Control System.

During 2022, the following significant events took place in the company:

I. Resolutions of the General Meeting of Shareholders of 20.01.2022:

·         By the Resolution of the Ordinary General Meeting of Shareholders (AGOA) no.1/20.01.2022, the guarantee structure (the value of which does not exceed 20% of the total fixed assets, less receivables) related to the investment loan in the amount of 98,429,274.37 lei for the construction of a 55,000 m3 reservoir in SP Sud was approved, as follows:

       I.   Mortgage on the future construction asset

       II.  Real estate land (tank) under future construction

       III.  Movable hypothec on current and future bank accounts opened by the company with the creditor bank.P

·         By the Resolution of the Extraordinary General Meeting of Shareholders (AGEA) no.1/20.01.2022 was approved the termination of the validity of the AGEA Decision no.5/12.06.2020 on the establishment of a partnership with the Energy Holding Management Company (SAPE) in order to implement the project "Increasing Storage Capacity in the South Platform Section - Oil Terminal Constanta".

·          By the Resolution of the Extraordinary General Meeting of Shareholders (AGEA) no.2/20.01.2022 it was approved the contracting of a long-term investment loan in the amount of 98,429,274.37 lei for the construction of a 55,000 m3 reservoir in SP Sud.

II. Resolutions of the Ordinary General Meeting of Shareholders of 23.02.2022:

·         By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.3/23.02.2022 the Budget of Income and Expenses for 2022 was approved.

·         By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.4/23.02.2022 it was approved the purchase by the company of legal services of consultancy, assistance and external legal representation for all procedural phases, including extraordinary appeals, in case no.8452/118/2021 against Dumitrescu Andrei Sebastian, in order to defend the legal interests of Oil Terminal SA.

III. Resolution of the Extraordinary General Meeting of Shareholders of 21.03.2022:

·           By the Resolution of the Extraordinary General Meeting of Shareholders (EGSM) no.4/21.03.2022 the following were adopted:

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

a) contribution in kind - a number of 2,283,000,282 shares, with a nominal value of 0.1 lei/share, for a total value of 228,300,028.20 lei, representing the value of the land for which certificates of ownership were issued, established by the valuation report no.155/2021 drawn up by Mapps - Master Appraisal SRL, J40/7308/2004, CUI 16400917, namely:

i) land with an area of 254.261,325 sq.m, located in Constanta county, Caraiman street no.2, registered in the CF no.215416 kept by OCPI, with cadastral number 215416, according to the certificate of attestation of the right of ownership of land series M03 no.11703/02.02.2011, and

ii) land with an area of 129.334,70 sqm located in Constanța county, Caraiman street no.2, registered in CF no.215382 kept by OCPI, with cadastral number 215382, according to the land ownership certificate 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, for a total maximum amount of 154,610,814.80 lei, which will be offered for subscription to the other shareholders in exercise of their pre-emptive rights, in order to maintain the stakes held in the share capital of Oil Terminal SA at the date of registration.

The share capital increase procedure will be carried out without share premium in accordance with the provisions of Article 12, paragraphs 51 and 52 of Law no.137/2002 on some measures to accelerate privatisation.

- Approval of the Board of Directors' authorization to appoint an intermediary authorized by the ASF, which will draw up the proportionate offer prospectus, and will carry out any and all legal formalities for registration, endorsement, approval, unwinding of the prospectus, in accordance with the provisions of the FSA Regulations on issuers and securities operations and the European Commission Delegated Regulation (EU) No. 980/2019.

- Approval of the Board of Directors' empowerment to carry out any and all formalities for the implementation of the resolution of the EGSM.

IV. Resolutions of the Ordinary General Meeting of Shareholders of 01.04.2022:

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.6/01.04.2022 was approved the revocation of the directors of Oil Terminal SA elected by the AGOA Resolution no.5/04.04.2018, following the end of the term of office (Cristian Florin GHEORGHE, Toma Bogdan COSTREIE, Ramona UNGUR, Dragoș Ciprian LAZARIU, Paul CONONOV, Ovidiu Aurelian ANDREI).

·         The resolution of the Ordinary General Meeting of Shareholders ( OGSM) no.7/01.04.2022 adopted the following:

- Mr. Cristian Florin GHEORGHE, Romanian citizen, engineer, domiciled in Bucharest, is appointed as provisional administrator of the Board of Directors of Oil Terminal SA;

- Mr Aurelian Ovidiu ANDREI, Romanian citizen, engineer, residing in Giurgiu, jud. Giurgiu, as provisional administrator of the Board of Directors of Oil Terminal SA;

- Ramona UNGUR, Romanian citizen, economist, residing in Bucharest, is appointed as provisional administrator of the Board of Directors of Oil Terminal SA;

- appoints Mr. George TEȘELEANU, Romanian citizen, engineer, domiciled in Constanța, jud. Constanța, as provisional administrator of the Board of Directors of Oil Terminal SA;

- Mr Emilian NICOLAE, Romanian citizen, lawyer, residing in Cernavodă, jud. Constanța, as provisional administrator of the Board of Directors of Oil Terminal SA;

- Mr Dragoș Ciprian LAZARIU, Romanian citizen, economist, residing in Voluntari, jud. Ilfov, as provisional administrator of the Board of Directors of Oil Terminal SA;

- Ramona Marilena RÎPEA, Romanian citizen, economist, residing in Constanța, jud. Constanța, as provisional administrator of the Board of Directors of Oil Terminal SA;

- the duration of the mandate of the provisional administrators appointed according to art.1-art.5 of this resolution is approved, for a period of 4 months, according to the provisions of art. 641 ,paragraph (5) of GEO no.109/2011 on corporate governance of public companies, starting from 04.04.2022;

- it is hereby approved to establish the gross monthly fixed compensation of the provisional directors appointed pursuant to art.1- art.5 of this resolution, equal to 2 (two) times the average gross monthly earnings over the last 12 months for the activity carried out according to the main activity object registered by the company at class level according to the classification of activities in the national economy, communicated by the National Institute of Statistics, prior to the appointment, calculated in compliance with the provisions of GEO no.79 /2017 for amending and supplementing Law no.227/2015 on the Fiscal Code, in accordance with the provisions of Article 37, paragraph (2) of GEO no.109/2011 on corporate governance of public enterprises;

- the form of the mandate contract to be concluded with the provisional administrators appointed in accordance with Article 1 - Article 5 of this resolution, in the form proposed by Oil Terminal SA, is rejected;

- approves the form of the mandate contract to be concluded with the provisional administrators appointed in accordance with Art. 1 - Art. 5 of the present proposal. 5 of this Decision, in the form proposed by the Ministry of Energy;

- to approve the mandate of the representative of the majority shareholder, the Ministry of Energy, Mrs. Aura Gabriela DUMITRU, in the Ordinary General Meeting of Shareholders for the signature of the mandate contracts with the provisional administrators appointed according to art.1-art.5 of this resolution;

- it is approved to set the date of 21.04.2022 as the registration date and the date of 20.04.2022 as the ex-date in accordance with the legal provisions.

 V. Quality management

       During the period 07-09.04.2022, Surveillance Audit No.1 was conducted in accordance with the requirements of SR EN ISO 9001:2015 and during the period 11-14.04.2022, Recertification Audit was conducted in accordance with the requirements of SR EN ISO 14001:2015 and SR ISO 45001:2018.

       In August 2022, the Surveillance Audit No.1 of Petroleum Products Testing Laboratories was conducted in accordance with the requirements of Standard SR EN ISO/IEC 17025:2018.

VI. Resolutions of the Ordinary General Meeting of Shareholders of 27.04.2022:

·         By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.8/27.04.2022 the following were adopted:

- the information on the Half-Yearly Report on the management activity for the second half of 2021 was taken note of, in accordance with Article 55, paragraph (1) of GEO 109/2011;

- the information on the Annual Report of the Nomination and Remuneration Committee on the remuneration and other benefits granted to non-executive directors and directors with mandate during the financial year 2021 was noted, pursuant to Article 55(2) of GEO 109/2011.

·         By the Resolution of the Ordinary General Meeting of Shareholders (AGOA) no.9/27.04.2022 the following were adopted:

- the financial statements for the year 2021, prepared in accordance with International Financial Reporting Standards (IFRS), comprising: statement of financial position, statement of comprehensive income, statement of changes in equity, statement of cash flows, notes to the financial statements, based on the Report of the Board of Directors and the Report of the independent financial auditor, were approved;

- the distribution of the net profit for the financial year 2021 in the amount of 6,222,314 lei was approved, as follows:

·         Legal reserve:                                                                                    414.239 lei

·         Other reserves representing tax incentives provided by law:  1,111,902 lei

·         Employee profit-sharing:                                                                 469,618 lei

·         Shareholders' dividends 90% share:                                           4,226,555 lei

·         Own source of financing:                                                                              0 lei

- the establishment of the amount of the gross dividend proposed to be granted to the shareholders in the amount of 0.00725676 lei/share, was approved;

- The date of 07.06.2022 was approved as the date of payment of dividends to shareholders;

- the mandate of the Board of Directors for the appointment of the paying agent was approved, in accordance with the applicable regulatory framework for the payment of dividends. Dividend payments will be made in lei only to shareholders registered in the Shareholders' Register (kept by the "Central Depository" SA) on the record date set by the General Meeting of Shareholders, and the method of dividend payment will be brought to the attention of shareholders before the date of commencement of payment;

- The Annual Financial Report for the financial year 2021, prepared in accordance with Law no.24/2017 and ASF Regulation no.5/2018, including in the single electronic reporting format (Extensible Hypertext Markup Language - XHTML), provided for in Article 1 of the Financial Supervisory Authority Regulation no.7/2021 and Article 3 of the Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council, was approved;

- the discharge of the Directors for the work carried out in the financial year 2021 was approved.

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.10/27.04.2022 adopted the following:

- as a result of the annual evaluation of the activity of the directors, in accordance with the provisions of GEO no.109/2011, art.30, paragraph (7), it is approved to maintain at the same level the amount of the variable component of the remuneration of the non-executive directors, as approved by OGSM Resolution no.32/10.12.2018 and maintained by OGSM Resolutions no.14/05.08.2019, no.9/23.04.2020 and no.3/26.04.2021, i.e. 12 gross fixed monthly indemnities;

- approval of the granting of the variable component to Mr Radu Cristian POP for 2021, in proportion to the months of mandate (7 months).

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.11/27.04.2022 the Remuneration Report prepared in accordance with art.107 of the Law no.24/2017 on issuers of financial instruments and market operations was approved.

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.12/27.04.2022 , the establishment of the date of 17.05.2022, as registration date and the date of 16.05.2022 as ex-date according to legal provisions, was approved.

VII. Resolution of the Ordinary General Meeting of Shareholders of 16.06.2022:

·           By the Resolution of the Ordinary General Meeting of Shareholders (AGOA) no.13/16.06.2022 it was approved the start of the selection procedure for the members of the Board of Directors of Oil Terminal SA, in accordance with the provisions of Government Emergency Ordinance no.109/2011 on corporate governance of public companies, approved with amendments by Law no.111/2016. The selection procedure is organized by the Ministry of Energy, on behalf of the shareholder Romanian State.

VIII. On 17.06.2022, the Board of Directors of the Company appointed, on the recommendation of the Nomination and Remuneration Committee, Mr. Viorel Sorin Ciutureanu as provisional General Manager and Mrs. Adriana Frangu as provisional Financial Manager, in accordance with the provisions of art.642 of GEO no.109/2011 on corporate governance of public companies, since on 02.07.2022 the term of office of the General Manager and the Financial Manager expires. The term of office of the two provisional directors appointed is 4 months, starting 02.07.2022.

IX. Resolutions of the Ordinary General Meeting of Shareholders of 29.07.2022:

·  By the resolution of the Ordinary General Meeting of Shareholders (AGM) no.14/29.07.2022 adopted the following:

-the following are elected as provisional members of the Board of Directors of Oil Terminal SA, by cumulative voting method, in accordance with the provisions of GEO no.109/2011 on corporate governance of public companies, with subsequent additions and amendments:

1.  GHEORGHE Cristian Florin, Romanian citizen, engineer, residing in Bucharest;

2.  UNGUR Ramona, Romanian citizen, economist, residing in Bucharest;

3.  ANDREI Aurelian Ovidiu, Romanian citizen, engineer, residing in Giurgiu, County of Giurgiu, Romania. Giurgiu;

4.  TEȘELEANU George, Romanian citizen, engineer, residing in Constanța, jud. Constanța;

5.  NICOLAE Emilian, Romanian citizen, lawyer, residing in Cernavodă, jud. Constanța;

6.  LAZARIU Dragos- Ciprian, Romanian citizen, economist, residing in Voluntari, jud. Ilfov;

7.  MICU Ionuț Stelian, Romanian citizen, economist, residing in Voluntari, jud. Ilfov.

- the term of office of the provisional administrators appointed in Article 1 of this resolution is approved for a period of 4 months, in accordance with the provisions of Article 641(5) of GEO no.109/2011 or until the end of the recruitment and selection procedure provided for in GEO no.109/2011, if this takes place earlier than 4 months after the appointment of the provisional administrators by the OGSM, starting on 04.08.2022;

- it is hereby approved to set the gross fixed monthly compensation of the provisional directors appointed under article 1 of this resolution, equal to 2 (two) times the average gross monthly earnings over the last 12 months for the activity carried out according to the main activity object registered by the company at class level according to the classification of activities in the national economy, communicated by the

National Institute of Statistics, prior to the appointment, calculated in compliance with the provisions of GEO no.79 /2017 amending and supplementing Law no.227/2015 on the Fiscal Code, in accordance with the provisions of Article 37, paragraph (2) of GEO no.109/2011 on corporate governance of public enterprises

- the form of the mandate contract to be concluded with the provisional administrators appointed pursuant to Article 1 of this resolution is approved;

- to approve the mandate of the representative of the majority shareholder, the Ministry of Energy, in the Ordinary General Meeting of Shareholders, Ms. Aura Gabriela DUMITRU, to sign the mandate contracts with the provisional administrators appointed according to art.1 of this resolution.

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.15/29.07.2022 it was approved the setting of the general limits of the fixed monthly indemnity for the provisional directors with mandate contracts, between 5-6 times the average over the last 12 months of the average gross monthly salary for the activity carried out according to the main object of activity registered by the company, at class level according to the classification of activities in the national economy, communicated by the National Institute of Statistics prior to the appointment.

X. Resolutions of the Extraordinary General Meeting of Shareholders of 18.08.2022:

·           By the Resolution of the Extraordinary General Meeting of Shareholders (EGM) no. 5/18.08.2022 were adopted:

- not to take note of the presentation of the civil sentence no.29/11.03.2022 pronounced by the Court of Prahova, Second Civil Section of Administrative and Fiscal Litigation;

- not to take note of the presentation of the non-fulfilment of some legality conditions at the time of the issuance of the certificates of attestation of the private property right on land issued at the level of 2011 - lack of possession of land in use, lack of necessity of the land to carry out the object of activity and lack of legal evaluation of the land;

- no note is taken of the failure to show that certain conditions of legality were not met at the time of issuing the certificates of attestation of private ownership of land issued in 2011 - lack of an AGEA decision to refer the matter to the O.R.C. - Constanta, lack of appointment of an independent and objective expert appraiser by the O.R.C. Constanta, lack of an expert report drawn up in accordance with the law, lack of an AGEA decision approving a land valuation report;

- the lack of incidence of the Law No 51/1991 on national security with regard to the operation of increasing the share capital of Oil Terminal SA is not noted;

- rejection of the claim to all the reservoirs 'nationalised' by GEO No 15/2001 approved by Law No 68/2002;

- Rejection of the suspension of the procedure to increase the share capital of the company with the contributions in kind related to the certificate series M03 no.11703/02.02.2011 and the certificate series M03 no.11704/02.02.2011, until the final settlement of the cases registered with the courts in which the legality of these certificates is being examined, respectively:

a. file no.7054/118/2021 pending before the Court of Constanța - Civil Division II, substantive stage of the proceedings, the trial date being set for 04.10.2022;

b. file no.7838/118/2021 pending before the Court of Constanța - Second Civil Chamber, substantive phase, trial date granted on 28.09.2022;

c. file no.2014/118/2022 pending before the Court of Constanța - Second Civil Chamber, substantive phase, trial date granted on 13.10.2022;

d. File No. 2018/118/2022 pending before the Court of Constanța - Second Civil Division, merits phase, trial date granted on 13.10.2022;

e. file no.2022/118/2022 pending before the Court of Constanța - Second Civil Division, merits phase, trial date granted on 13.10.2022;

f. file no.2025/118/2022 pending before the Court of Constanța - Second Civil Division, merits phase, trial date granted on 13.10.2022.

XI. Resolutions of the Ordinary General Meeting of Shareholders of 26.09.2022:

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.17/26.09.2022, the Report of the Directors of Oil Terminal SA for the first half of 2022, ended on 30 June 2022, drawn up in accordance with art.67 of Law no.24/2017, art.128 of ASF Regulation no.5/2018 (Annex no.14), art.55 paragraph (1) of GEO no.109/2011, was acknowledged.

·           The Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.18/26.09.2022 approved the amended Income and Expenditure Budget for 2022.

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.19/26.09.2022 the amount of 1,000,000 euro was approved as the limit of indemnity for the civil liability insurance policy for the directors of the company in office, with the sole beneficiary of the insurance indemnities being Oil Terminal SA.

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.20/26.09.2022, the ratification of the collateral structure related to the loan contracted for the construction of a 55,000 m3 reservoir in SP Sud, approved by the OGSM Resolution no.1/20.01.2022, consisting of assets and pledge on current and future accounts to be opened with the creditor bank, was approved as follows:

I. Real estate mortgage on the future construction asset (i.e. 55.000 m3 tank) located in the Municipality of Constanța, South Platform Section;

II. Real estate mortgage on the land under the tank, namely, land located in Constanța, Caraiman Street no.2, lot 1/1/1/2, Depozit IV Sud Movila Sara, land with an area of 11.688 sq.m, according to the cadastral measurement, noted with cadastral no. 256090;

III. Movable mortgage

XII. On 14.10.2022, the Board of Directors of the Company appointed, on the recommendation of the Nomination and Remuneration Committee, Mr. Viorel - Sorin Ciutureanu as provisional General Manager and Mrs. Adriana Frangu as provisional Financial Manager, in accordance with the provisions of Article 642 of GEO 109/2011 on corporate governance of public companies, since on 02.11.2022 the term of office of the General Manager and the Financial Manager expires. The term of office of the two provisional directors appointed is 2 months, starting 02.11.2022.

XIII. Resolutions of the Ordinary General Meeting of Shareholders of 25.11.2022:

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.22/25.11.2022 the following were adopted:

- to approve the extension of the term of office of the provisional directors of Oil Terminal SA, elected by OGSM Resolution no.14/29.07.2022, for two months from the date of expiry, i.e. for the period: 04.12.2022 - 03.02.2023 inclusive;

- to approve the form and content of the addendum to the mandate contract to be concluded with the provisional administrators elected by OGSM Resolution no.14/29.07.2022;

- to approve the mandate of the representative of the majority shareholder, the Ministry of Energy, in the Ordinary General Meeting of Shareholders, Ms. Aura Gabriela DUMITRU, to sign the additional acts to the mandate contracts with the provisional administrators elected by the OGSM Resolution no.14/29.07.2022.

XIV. On 12.12.2022, the Board of Directors of the Company appointed, on the recommendation of the Nomination and Remuneration Committee, Mr. Viorel - Sorin Ciutureanu as provisional General Manager and Mrs. Adriana Frangu as provisional Chief Financial Officer, as the term of office of the General Manager and the Chief Financial Officer expires on 01.01.2023. The term of office of the two provisional directors appointed is 4 months, starting from 01.01.2023, in accordance with the provisions of Article 64 index 2 of GEO 109/2011 on corporate governance of public companies.

XV. Resolutions of the General Meeting of Shareholders of 28.12.2022:

·           By the Resolution of the Extraordinary General Meeting of Shareholders (EGM) no.6/28.12.2022 it was approved the increase of 17.364.460,09 lei (of which VAT 2.772.476,82 lei) of the loan related to the credit contract no.2022022309/38/101/25.02.2022, for the construction of a 55.000 m3 reservoir in SP Sud.

·           The Extraordinary General Meeting of Shareholders (EGSM) Resolution no.7/28.12.2022 adopted the following:

- not to adopt the resolution on the start of negotiations with Iulius Real Estate SRL for the establishment of a partnership for the development of the land area of 38 ha located in the North Platform Section, body A and body B;

- no resolution is adopted on the mandate of the Board of Directors for the legal conditions and the formulation of the final proposal on how to realise the partnership, to be submitted for approval to a subsequent AGM.

·           By the Resolution of the Ordinary General Meeting of Shareholders (AGM) no.23/28.12.2022 it is approved to maintain the guarantee structure (the value of which does not exceed 20% of the total fixed assets, less receivables) related to the investment loan updated by the AGM Resolution no.6 of 28.12.2022, for the construction of a 55,000 m3 reservoir in SP South, as follows:

I.  Real estate mortgage on the future construction asset (i.e. 55,000 m3 tank) located in the Municipality of Constanța, South Platform Section.

II.  Real estate mortgage on the land under the tank, namely, land located in Constanța, Caraiman Street no.2, lot 1/1/1/2, Depozit IV Sud Movila Sara, land with an area of 11.688 sqm, according to the cadastral measurement, noted with cadastral no.256090.

III. Movable hypothec on current and future bank accounts opened by the company with the creditor bank.

·           By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.24/28.12.2022, the company is approved to purchase legal consultancy, assistance and/or representation services for the realization of the partnership in order to develop the 38 ha land located in the North Platform Section, body A and body B.

·           The Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.25/28.12.2022 approves the purchase by the Company of external legal services of legal representation for a possible dispute generated by the location of a construction site on the pipeline bundle of Oil Terminal SA.

XVI. Authorization of the fiscal warehouse 

On 11.02.2022 the Ministry of Finance - National Agency for Tax Administration (A.N.A.F.) - General Directorate for the Administration of Large Taxpayers (D.G.A.M.C.) - Commission for the Authorization of Operators of Products Subject to Harmonized Excise Duties, issued the Fiscal Warehouse Authorization No.RO 0070413DD02/03.02.2022 with validity from 01.03.2022 until 01.03.2027, in the name of the authorized warehouseman OIL TERMINAL SA. This authorisation permits the receipt, holding and dispatch, where applicable, of unleaded petrol under suspension of excise duty.

On 01.02.2022, the National Agency for Tax Administration issued Decision no.41/01.02.2022 setting the amount of the guarantee for the tax warehouse, in conjunction with the provisions of Decision no.15/28.02.2019, at the level of 6,924,529 lei.

On 16.02.2022, Amendment No. 5 to Bank Guarantee Letter No. G084724/832 is signed, whereby the value of the letter of guarantee is reduced by the amount of 9,298,200 lei, the new value of the letter of guarantee is 6,924,529 lei with validity until 30.06.2022.

Through Amendment no.6 of 20.06.2022 the validity term of the Bank Guarantee Letter no.G084724/832 in the amount of 6.924.529 lei issued by Romanian Commercial Bank SA is extended from 30.06.2022 to 31.10.2025.

XVII. Measures adopted at company level to protect workers post COVID.

In the first quarter of the year, prevention measures were maintained, i.e.:

- hand and surface disinfectants (chlorine, hand sanitiser, etc.) were distributed to workplaces, as requested by the workplace managers;

- medical protective masks were distributed to workers on a monthly basis;

- liquid soap was purchased and permanently supplied to the sanitary facilities.

In the course of 2022, in accordance with the occupational safety and health training theme, information documents prepared in the course of 2020 were processed during regular training.

Testing of workers for Sars-Cov 2 infection with PCR tests was carried out through authorized clinics.

3.1. Operational results

The services supplies physical programme achieved in the period 2020-2022, on petroleum and petrochemical products: 

3.2. Financial results

Contributions to the state consolidated budget

The total amounts due to the consolidated state budget in 2022 are 72.4 million lei, of which the most important are represented by:

·            VAT to be paid                                                                  9,5 mil.lei

·            Oil royalty                                                                       11,8 mil.lei

·            Taxation on salary and related contributions             46,8 mil.lei

·            Profit taxation                                                                    1,8 mil.lei

·            Other taxations and taxes                                               2,5 mil.lei

3.3. Investments

Main investment objectives within the investment program related to 2022:

•       Modernization of shoretank R31 – South Storage Farm

•       Refurbishment of CF ramp for unloading fuel oil from CF tankers, storage and pumping to ships

•       Modernization of the 2-stream crude oil metering system – South Storage Farm;

•       New car pergola South Storage Farm;

•       Construction of 55,000mc tank - South Storage Farm;

3.4. Company’ stock indicators

The information presented regarding Oil Terminal’ stock indicators on 30.12.2022 were taken from December 2022 monthly Bulletin communicated by Bucharest Stock Exchange.

On 30.12.2022, the shares were traded at the value of 0,1610 lei/share (closing proce).

During 2022, 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 2022, the company did not issue obligations.

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.

The regulated tariffs charged by the company for the period 2022 for crude oil, diesel, biodiesel and gasoline are those approved by:

- ANRM Order No 283/22.09.2020, in force from 08.10.2020, date of publication in the Official Gazette Part I No 915/08.10.2020.

and

- ANRM Order No 81/16.05.2022, in force from 25.05.2022, date of publication in the Official Gazette Part I No 514/25.05.2022.

Other tariffs charged by the Company, i.e., fuel oil services, chemical products, rents, various laboratory analyses, are unregulated tariffs approved in accordance with the provisions of Article 18, paragraph (4.1) of the Constitutive Act of the Company.

Implemented management systems:

Since 2012 and until now, as a result of the application of the provisions of Government Ordinance no.119/1999 on internal/managerial control and preventive financial control, republished, with subsequent amendments and additions, as well as the implementation of the provisions of Order no.600 /2018 on the approval of the Code of internal managerial control of public entities, OIL TERMINAL SA has a system of internal managerial control whose design and application enable management (the General Manager and, where appropriate, the Board of Directors) to provide reasonable assurance that the funds managed to achieve the general and specific objectives have been used in a lawful, regular, effective, efficient and economical manner.

According to the selfevaluation on 31 December 2022, the internal management control system of Oil Terminal SA complies with the standards contained in the Internal Management Control Code. The degree of implementation and compliance of the system of managerial internal control is in accordance with the Summary of the results of the self-assessment as at 31.12.2022 (16 standards implemented) and the statements in the Report on the system of managerial internal control as at 31 December 2022.

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 ISO 9001:2015 standards.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 of the Authorised Economic Operator, compliance with the requirements of Integrated Management, Quality, Environment, Health and Safety at Work is maintained.

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.

Informational system:

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 up  automatically runs once a week, for the majority of users conected to Oil Terminal SA; PC network.

In November 2019, Firewall equipment was purchased and commissioned, increasing the level of cyber security of the computer network and IT system in operation within the company.

Starting with February 2020, a new e-mail system has been implemented that complies with the latest standards in the field of safety and security of electronic correspondence carried by Oil Terminal with third parties or between internal departments. The system is provided by a dedicated server, managed and constantly updated by a company specialized in the field, and the administration of e-mail addresses and user support are carried out by specialists from the Information Technology and Telecommunications Office of Oil Terminal.

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.

Juridic

Oil Terminal is involved in a number of 106 litigations pending on, in 33 litigations, it is claimant or claiming part, in 34 litigations it is defendant. The company constituted provisions for a number of 24 litigations.

Financial

The level of the main budget indicators achieved in 2022 compared to the level approved by the BVC 2022 and 2021:

   1 Achieved 2022 / compared to Budget of revenues and expenses 2022

          2 Achieved 2022 / compared to Achieved 2021

 Economic-financial indicators achieved on 31.12.2022 has the following evolution:

•        turnover is increasing by 18.9% compared to the BVC level and by 42.6% compared to the level achieved in 2021

•        Total revenues are higher by 19,5% comparing to the Budget of revenues and expenses and by 44,3% comparing to level achieved in 2021

Total expenses are incresing by 18,0% comparing to budgeted level and by 43,3% comparing to level

achieved in 2021

•        EBITDA increased by 17,7% (namely, by 5.290 thousand lei) comparing to budgeted level and by 7,4% comparing to level achieved in 2021

•        gross profit of 13,379 thousand lei is 67.2% higher than the level approved by the BVC and 71.2% higher than the gross profit recorded in 2021

•        Gross profit achieved in amount of 11.604 thousand lei (after profit tax deduction in amount of 1.775 thousand  lei), 68,2% above budgeted provisions and 2 times higher than the net profit registered on 31.12.2021.

Services supplies physical programme

         1 Achieved 2022/ compared to the Budget of revenues and expenses 2022

         2 Achieved 2022/ compared to Achieved 2021

Physical program achieved in 2022 was higher by 15% than the approved level and by 35,7% comparing to the level achieved in 2021.

Total revenues achieved in 2022 comparing to approved Budget of revenues and expenses 2022 and to 2021

           1 Achieved 2022 / compared to Budget of revenues and expenses 2022

           2 Achieved 2022 / compared to Achieved 2021

Total revenues achieved are in amount of 309.029 thousand lei, increasing by 19,5% compared to 2022 approved level and by 44,3% compared to 2021.

Operation revenues achieved record an increase by 19,0% compared to budgeted level, due to supplied services revenues of 98,7% in the turnover and an increase by 43,1% compared to 2021 achieved level.

Supplied services revenues increase in 2022 had the following circumstances:

Initially, in 2022 the Budget of revenues and expenses was approved by OGSM Resolution no.3/23.02.2022, later by OGSM Resolution no.18/26.09.2022 its rectification was approved, mainly due to the conjunctural situation generated by the military conflict in Ukraine.

It should be noted that the budget rectification provided for additional income from services rendered in the total amount of 45,670 thousand lei, of which 39,069 thousand lei was expected to be realized as a result of the military conflict in Ukraine, referred to as conjunctural income. Thus, as of 31.12.2022, the realized contingency revenues (i.e., 48,821 thousand lei) are 25% higher (+ 9,752 thousand lei) than the total estimated level for 2022, i.e., the amount of 39,069 thousand lei.

Financial revenues in amount of 4.213 thousand lei are higher by 78,5% than approved Budget of revenues and 3.9 times compared to 2021.

Total expenses achieved on 31.12.2022 compared to 2022 Bodget of revenues and expenses level and to 31.12.2021

  1 Achieved 2022 / compared to 2022 Budget of revenues and expenses

  2 Achieved 2022 / compared to Achieved 2021

Total expenses achieved are higher 18,0% (45.070 thousand lei) comparing to approved level and by 43,3% (89.366 thousand lei) compared to 2021.

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 expenses are higher by 18,7% compared to budgeted level and by 41,7% compared to previous year.

Financial expenses are unde the budgeted level by 3,7% and 2.6 times higher than on 31.12.2021.

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 of approximately 360,000 CM for crude oil, fuel oil and VGO.

- Port  Storage Farm, located in Port area, jetty 69 with, with a storage capacity of 105,000 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 m3 and 55,000 m3, 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;

·         Some of the tanks are equipped with radar-type automatic measurement installations of the height and temperature of the stored product. 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 2022 clients with an outstanding percentage in turnover (86,1%) are:  

1.   Litasco Switzerland (20,5%) – for crude oil and gasoline services

2.   OMV Petrom Romania ( (20,0%) – for crude oil, gas oil, gasoline, fuel oil and chemical products services

3.   Oscar Downstream România (15,9%) – for gas oil and biodiesel services

4.   Euronova Energies Switzerland (9,9%) – for gas oil and fuel oil services

5.   Mol România Petroleum Romania (6,3%) – for gas oil and biodiesel services

6.   Maddox Switzerland (4,0%) – for crude oil, gas oil, gasoline and fuel oil

7.   Mol PLC Hungary (2,9%) – for gas oil services

8.   Socar Petroleum România (2,7%) – for crude oil, biodiesel services and chemical products services

9.   Vitol Elveția (2,3%) – for diesel and fuel oil services

10. Chimcomplex Borzești România (1,6%) – for chemical products

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 2021 and 2020, total revenues increase in 2022 by 44.3% than in 2021 and by 59.4% than in 2020.

The achieved turnover value in 2022 recorded an increase by 42,6% compared to 2021 and by 58% compared to 2020, as follows:

-        for gas oil service supply, increase by 57,8% compared to 2021 and 2.3 times compared to 2020

-        for crude oil service supply, increase by 16,4% compared to 2021 and by 24.2% compared to 2020

-        for chemical products service supply, increase by 39,9% compared to 2021 and by 35.7% compared to 2020

-        for gasoline service supply, increase by 16,7% compared to 2021 and by 3,6% compared to 2020

-        for fuel oil service supply, increase by 3,4 times compared to 2021 and by 1,5% compared to 2020

c)       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 2022, 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. 7/16.01.2023, Operational procedure regarding the Acquisitions annual programme’ issue and updating, code PO-09-01, Operational procedure regarding the conduct of procurement procedures in Oil Terminal, code PO-09.02 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 recorded  received 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 2022

During 2022,  there were no fusions or reorganizations of the company.

The company has no branches in the country or abroad.

On 31 December 2022, 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 31.12.2022, in the company’ patrimony, there are registered fixed assets in an amount of 576.614 thousand lei, increasing by 36.506 thousand lei (6,8%) comparing to the same period of 2021.

In 2022 fixed assets increases were recorded in amount of 36.869  thousand lei for the following classes:

-          32,996 thousand lei for the construction group, of which, mainly: modernization of tank R31 50,000 m3 - South Storage Farm (26,448 thousand lei), pergola loading tankers – South Storage Farm (5,480 thousand lei)

-          3.857 thousand lei for technical facilities and machinery

-          16 thousand lei for other facilities and equipment

In 2022, the company recorded revenues from fixed assets’ sales in an amount of 27 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

The physical benefit programme achieved in 2022 was 15% higher than the approved rectified level (7,880 thousand tonnes approved, 9,059 thousand tonnes achieved) and 35.7% higher than the level achieved in 2021.

Structure of quantities achieved in 2022 comparing to the approved Physical programme and the achieved physical program 2021:

The turnover achieved in 2022 is 302.7 million lei, i.e. 61.2 million EURO, based on the official BNR exchange rate of 30.12.2022 of 1 EURO = 4.9474 lei, valid at the end of the 2022 financial year.

Main clients on internal and external market in 2022 compared to 2021:

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. is the largest oil terminal in the port of Constanta for import and export of crude oil, petroleum products and chemicals.

As far as the whole sphere of oil services is concerned, we have competition:

-        Midia port terminal;

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

-        Reni terminal;

-        Port operators Chimpex and Frian for export and import of liquid fertilisers or vegetable oils.

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

·     Terminalul din portul Midia:

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 2022, 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 2022 a number of 1020 employees was provided, and on 31.12.2022 s a number of 1019 employees was recorded, structured on the following training levels:

-        higher education employees 173, din care 34 personal cu funcții de conducere

-        medium/gymnasium education employees: 846, from which 769 qualified employees and 77 unqulified employees.

The work force union trade participation was 93% in 2022.

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 2022, the employees’ participation in trainings:

-   trainings with external trainners and vocational authorizations, according to legislation in force: 235 employees;

-   trainings/ internal reauthorization: all employees.

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

In 2022, there were no conflictual elements between employees and the company’ managers.

4.8.   Matters 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 2022 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 the environmental factor water: monitoring the indicators of wastewater discharged into the sewerage system of RAJA SA Constanta and the National Company for the Administration of Sea Ports SA Constanta, in order to maintain their values within the limits imposed by the regulations in force. With the commissioning of the wastewater treatment plant of the National Company for the Administration of Sea Ports, the influence of the current activity on the natural outfall has been eliminated.

- for the water table: measurement of its piezometric level as well as the height of the product film, extracting the water with petroleum product, if necessary by pumping/pumping.

- for the soil environmental factor: the indicators "petroleum product" and metals are monitored every six months. Visual inspection of the installations on a permanent basis.

- for the environmental factor air: the VOC (volatile organic compounds) indicator value is monitored on the perimeter of the South Platform Section where petrol is stored, and the benzene and toluene indicators on the perimeter of the three platform sections. In 2022, additional volatile organic compound concentration determinations were conducted in residential areas adjacent to the North Platform Section. Oil Terminal SA has VOC emission certificates and annual VOC emission calculations for gasoline storage facilities issued by authorised companies in accordance with the legislation in force. Emissions from thermal power plants (dust, carbon monoxide, sulphur oxides and nitrogen oxides) are monitored annually.

In 2022 objectives with great impact on current activity regarding services supply and on the environmenr were included in the investment program:

- investment/modernization works (construction of a loading pergola for tankers and fuel oil collecting channel on line 1 CF in the South Platform Section, installation of diesel oil loading/unloading facility in berth 79 in the Port Platform Section, construction of a tank in the South Platform Section with a capacity of 55,000 m3, modernization of R31/S in the South Platform Section with a capacity of 50,000 m3, refurbishment of the South Platform Section CF ramp for unloading fuel oil from CF tankers, storage and pumping to ships, loading pergola for tankers - South Platform Section);

- repair and maintenance works on petroleum products transport pipelines and tanks (repair works on P2 fuel oil pipeline and aboveground removal of a section of the pipeline on the external Port-South section, repair works on P2 fuel oil pipeline by replacing a section in the residential area, repair and maintenance works on tank covers 3, 12 in the Port Platform Section, repair and maintenance works on tank covers 4, 5, 36 in the South Platform Section, etc.).

In order to minimise the environmental impact, limit the consequences of possible accidental events as a result

of carrying out the activity, the company has implemented the Integrated Environment, Health and Safety at Work System, updated plans for the prevention of oil pollution and plans for the management of waste generated, and developed a Plan for the prevention and reduction of the quantities of waste generated, which was published on the 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 2022 and does not anticipate such expenses for 2023.

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 targeted  measures 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:

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

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

Ø  Filling in and updating of risks registrar;

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

Ø  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;

Ø  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 risks strategy efficiency corruption risks (risks associated with both specific objectives and sensitive functions)", in accordance with the requirements of OSGG no.600/2018, the provisions of GD no.599/2018 and the rules of the "Risk Management System Procedure, code PS-02 Ed.II, R0", respectively in accordance with the provisions of the "Integrity Plan for the implementation of the SNA at the level of Oil Terminal SA", for the year 2022, as well as with the provisions of "GD no.1269/17.12.2021 for the approval of the National Anti-Corruption Strategy (SNA) 2021-2025 and related documents".

4.      The transmission, for the purpose of providing independent assessments of risk management, control and governance processes and for the purpose of assessing compliance with legal requirements, of all data from the "Risk Register (including corruption risks)" and the "Plan for the implementation of control measures" to the Internal Public Audit Office and the Financial Management Control and Internal Inspection Department, as well as to the Coordinator of the implementation of the "Integrity Plan for the implementation of the SNA at the level of Oil Terminal SA", as well as to the Working Group for the evaluation of integrity incidents at the level of the company, for the support and implementation by these structures of the assurance, monitoring, evaluation and control missions based on the objectives approved by their own planning documents, as well as according to the legal provisions and internal regulations.

5.      Implementation and development and internal/managerial control system compliance at the company’ level, according to  action 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:

Ø  the company’ production expenses formation method;

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

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

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

Ø  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:

Ø  determination of products’ costs;

Ø  determination of the profitability on products;

Ø  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 of  working 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 31.12.2022 the value of 1.31 than 1.50 on 31.12.2021.

The immediate liquidity (acid test) represents a ratio between the diminished current assets by stocks and the current debts, this indicator’ value being 1.28 on 31.12.2022 than 1.44 on 31.12.2021.

On 31 December 2022, the company records total debts in amount of 194.493.730 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 31.12.2022 constituted on own capitals is in a total amount of 31.282.452 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”.

Riscul de cash-flow

On 31.12.2022, the net cash flow from operating activities was 34,803 thousand lei, increasing by 2,799 thousand lei compared to 31.12.2021.

Cash flow from investing activities mainly includes payments for investments in tangible and intangible assets in the amount of 54,472 thousand lei. Compared to the previous year, the net cash used in investment activity increased by MDL 28,021 thousand.

Cash flow from financing activities is 35,710 thousand lei and is represented by cash inflows from long-term loans in the amount of 45,964 thousand lei (including VAT), cash outflows representing payments for long-term loans in the amount of 6,216 thousand lei for the year 2022 (instalments to be repaid) and payments for dividends related to the year 2021 in the amount of 4,038 thousand lei. Compared to the same period of the previous year, the cash flow from financing activities increased by 30,719 thousand 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:

Ensuring and achieving the necessary prerequisites and conditions for employees to be aware of and comply with the provisions of the regulations governing their conduct in the workplace, as well as for the prevention and reporting of fraud and irregularities, by adopting, implementing and monitoring the Code of Ethics and the Rules of Conduct for Executive and Administrative Management and Employees of Oil Terminal SA, as well as the rules of the Operational Procedure for Reporting Irregularities and the Operational Procedure for Ethical Counselling.

-        Monitoring the application and respect of the rules of conduct by all employees of the company, based on the provisions of the Code of Ethics and the Rules of Conduct of the executive and administrative management and the employee of Oil Terminal SA and the Rules of Professional Conduct specific to the activity/function, as well as the rules of the Operational Procedure on the ethics counselling activity, by the management of the company, the heads of the company's departments, the person responsible for ethics counselling and the person authorized within the company to receive complaints.

-        Implementation, monitoring and self-assessment of the status of the implementation of the measures established according to the Integrity Plan for the implementation of the National Anti-Corruption Strategy at the level of Oil Terminal SA, as well as the completion of the evaluation situations and indicators at the level of the company, based on the provisions of GD no.1269/2021 for the reference period Year 2022.

-        Implementarea metodologiei de evaluare a incidentelor de integritate la nivelul societății, potrivit prevederilor HG nr.599/2018 cât și a prevederilor deciziei interne a conducerii societății.

-        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 31.12.2022, a number of 115 associated 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:

•   99 risks of ‘’allowable’’ – percentage 86,10%

•   15 risks of ‘’high allowance’’ – percentage 13,04%

•   1 risk of ‘’low allowance’’ – percentage 0,86%

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

Evolution of the managerial intern control system’ implementation and compliance stage in Oil Terminal SA, in the period 2012 – 2022

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 31.12.2022, Oil Terminal SA owns a managerial/internal control ”complying” with the standards contained in Managerial/internal control code, all 16 standards being implemented according to provisions of Order no.600/2018, according to the Report on the managerial/intern control system on 31 December 2022.

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

-        increase of utility prices (electricity, gas and water)

-        the global economic situation as a result of the influences generated by the multiple crises that occurred in 2022 (post Covid economic crisis, price escalation crisis, Black Sea military conflict crisis)

-        legislative and regulatory initiatives under discussion and/or implemented that influence the business environment

-        Legislation of a restrictive EU regulation on the origin of certain goods from Russia

-        major risk of non-recovery of benefits subject to the restrictive EU regulation during its application by member countries.

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 regarding  the petroleum terminal rehabilitation and upgrading, annex of the Lease Oil Agreement concluded with the National Agency of Mineral Resources.

Investment programme at 31.12.2022

In 2022 the source of financing of investments budgeted in the total amount of 60,167 thousand lei was realized.

Expenditures for investments as of 31.12.2022 were realized at the level of the financing sources, i.e. 60,167 thousand lei, of which: investment expenditures in the total amount of 54,472 thousand lei (from own sources in the amount of 16,050 thousand lei and from bank loans in the amount of 38,422 thousand lei), and repayments of installments on investment loans in the amount of 5,695 thousand lei.

The amounts registered in "Other reserves representing tax incentives provided for by law" resulted from the application of the provisions of Article 22 paragraph (1) of Law no.227/2015 on the Tax Code, as subsequently amended and supplemented: "the profit invested in technological equipment, electronic computers and peripheral equipment, cash register, control and billing machines and appliances, in software, as well as for the right to use software, produced and/or purchased, including under financial leasing contracts, and put into operation, used for the purpose of carrying out economic activity, is exempt from tax. The tangible assets to which the tax exemption applies are those referred to in subgroup 2.1, respectively in class 2.2.9 of the Catalogue on the classification and normal operating lives of fixed assets, approved by Government decision".

The tangible assets acquired and entered into the company's assets to which the exemption provided for in Article 22 applies include a PSI vehicle and various electronic equipment.

On 31.12.2022, the level of realized investment objectives (54,472 thousand lei), less repayments of investment loans, was 2.2 times higher (i.e. + 29,604 thousand lei) than in 2021 (24,868 thousand lei).

Main investment objectives achieved in 2022:

• Refurbishment of CF ramp for unloading fuel oil from CF tankers, storage and pumping to ships - South Storage Farm

• Loading platform for tankers - South Storage Farm

• Modernisation of tank R31 - 50,000 m3 - South Storage Farm

• Modernisation of Caraiman workshop building no.2

• Modernisation of material store

• Construction of 55.000 m3 capacity tank - South Storage Farm

• Modernisation of the two-stream crude oil metering system - South Storage Farm

• Underground cable detector (1 piece)

• PSI special vehicle (1 piece)

• Dacia Dokker Laureate (3 pcs)

• Drager X-am 8000 gas analyser (2 pcs)

• Ultrasonic metal thickness measuring equipment (1 pc)

• PC GMB RYZEN 7 (17 pcs)

• Vehicle transport platform (1 piece)

• Container trailer 1 axle (2 pcs)

• Flow measuring equipment, diesel fuel loading in tankers (1 piece)

• Vibration measuring device X-Viber X3 (1 piece)

• Centrifuge with 4-position heating and accessories (1 piece)

• Stand City Go EV charging station (1 piece)

• 6m x 2.5m modular container cabin (3 pcs)

• Modular container 4m x 2.4m (1 pc)

• Office container 3000x2400x2700 (1 pc)

• Office container 6000x2400x2700 (2 pcs)

• Digital densimeter for determining the density of chemicals (1 piece)

• Dacia Logan Prestige Plus (1 piece)

• Electric heating plants (6 pcs)

Events, transactions, economic changes that significantly affect core business income

Events significantly affecting income from core business:

1. Military conflict in Ukraine. The increase in benefit income in 2022 was based on the following economic situation:

Initially, in 2022 the BVC was approved by AGOA Resolution no.3/23.02.2022, subsequently by AGOA Resolution no.18/26.09.2022 its rectification was approved, mainly due to the conjunctural situation generated by the military conflict in Ukraine.

It should be noted that the budget rectification provided for additional income from services rendered in the total amount of 45,670 thousand lei, of which 39,069 thousand lei was expected to be realized as a result of the military conflict in Ukraine, referred to as conjunctural income. Thus, as of 31.12.2022, the realized conjunctural revenues (i.e., 48,821 thousand lei) are 25% higher (+ 9,752 thousand lei) than the total estimated level for 2022, i.e., the amount of 39,069 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 31.12.2022 Oil Terminal is involved in a number of 106 litigations pending on, in 33 litigations, it is claimant or claiming part, in 73 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 2022 provisions for litigations in amount of 1,109,879 lei.

The outstanding litigations going on are the followings:

1. File no.11403/212/2011 pending before the Constanta District Court, in which the plaintiffs Iasar Ana, Iasar Tair, Iasar Doina, Iasar Sevinci, Iasar Islam, Iasar Esan, Iasar Ghiulgean, Iasar Sabria request that the defendants Oil Terminal SA, Oil Prod SRL, Eco Petroleum SA be ordered to pay material damages in the amount of 30,000 lei and moral damages in the amount of 60,000 lei.

By the Judgment of 26.06.2013, the court suspended the case by operation of law pursuant to Article 36 of Law 85/2006, due to the insolvency of Oil Prod SRL.

Insolvency case no.3437/118/2013 with deadline 06.04.2023 at the Court of Constanta.

A provision of 90.000 lei has been established for this file.

2. File no.4010/87/2015 pending before the Teleorman Court, claimant Oil Terminal SA and debtor Interagro SRL. Oil Terminal SA has filed a petition for the registration of the creditor's estate for the amount of 1,557,336 lei.

By Resolution no.317 /16.06. 2016, the court admitted the request for abstention and replacement of the receiver, formulated by ZRP Insolvency SPRL, ordered the replacement of the provisional receiver represented by the consortium of receivers consisting of CITR Filiala București SPRL and ZRP Insolvency SPRL with the provisional receiver CITR Filiala București SPRL, dismissed as unfounded the objection of inadmissibility of the application for joinder of proceedings raised by the creditor Cabinet Avocat Ciobanu Crina Ionela, dismissed as unfounded the objection of untimeliness of the application for joinder of proceedings raised by the creditor Autocora SRL and allowed the application for joinder of proceedings, in the sense of which it ordered the referral of the case file No. 4010 /87/2015 and the associated files concerning the debtor Interagro SRL to the Bucharest Court, Civil Section VII, the court first seised of the case no. 36095/3/2015 concerning the debtor Interagro SA.

By Resolution no.1617/13.10.2016, the Bucharest Court of Appeal rejected the appeals filed by the appellants Autocora SRL and Interagro SRL as unfounded.

The appeal filed by ANAF was rejected as unfounded by Judgment no.204/02.02.2017.

Case no.36095/3/2015, pending before the Bucharest Court, concerns the application for insolvency of Interagro SA. At the term of 05.10.2018, the court admitted the applications of the debtor Interagro SA made through the special administrator Cadâr Marcel and the insolvency administrator CITR Filiala Ilfov SPRL, and pursuant to art.132 paragraph 2 Law no.85/2014 ordered the extension of the deadline for filing the reorganization plan by 30 days. The Bucharest Court suspended the case by operation of law on the basis of Article 42(6) of Presidential Decree 195/2020 on the establishment of a state of emergency on the territory of Romania, for the duration of the state of emergency.

The case has been resumed and the next trial date is set for 03.04.2023.

During 2021, the amount of 218,628 lei was collected from the debtor, and in the first quarter of 2022, 174,739 lei  was collected, so that the remaining debt to be recovered on 30 June 2022 is 1,163,969 lei.

In the second quarter of 2022, an amount of 1,909 lei was collected from the debtor Interagro SA and the outstanding debt to be recovered from Inteagro SA is 4,648 lei and is the subject of case no. 36095/3/2015, pending before the Bucharest Court.

For these files, an adjustment for the impairment of the receivable in the amount of 1,163,969 lei was established.

On 31.01.2023, the amount of 2,626,982.43  lei was collected in the insolvency file from the debtor SC Interagro SRL (in insolvency), representing the principal debt (1,163,969 lei) and penalties related to the principal debt.

3. File no.2380/118/2013 on the Constanta Court, claimant Oil Terminal SA and debtor Oil Prod SRL.

Oil Terminal SA initially applied to be included in the creditor's estate for the sum of 242,498.99 lei.

By interim Resolution no.2201/26.08.2014 the Constanta Court ordered the debtor to enter bankruptcy, appointing Global Insolvency as provisional liquidator.

On 07.10.2014 the company Oil Terminal SA was entered in the creditor's list for the amount of 1.291.599,10 lei.

At the term of 17.11.2014 the court ordered the entry into bankruptcy of the debtor Oil Prod SRL, and on 24.11.2014 confirmed Spectrum Insolvency IPURL as judicial liquidator.

On 29.01.2015 the liquidator communicated the registration of the creditor's estate with the amount of 1.068.322,18 lei.

Oil Terminal SA filed an objection to the creditor's claims on 04.05.2015, and by Resolution no.303/08.02.2016 the Constanța Court partially admitted the objection filed by Oil Terminal SA in contradiction with the respondent Spectrum Insolvency IPURL, receiver of the debtor Oil Prod SRL, and ordered the inclusion in the final consolidated table of claims of the debtor Oil Prod SRL, of the claim in the total amount of 1,199,000.71 lei belonging to the creditor Oil Terminal SA.

The next trial date is set at the Constanța Court on 12.06.2023.

An adjustment for the depreciation of the claim in the amount of 1,304,907 lei has been made for this case.

4. File no.166/118/2018, pending before the Court of Constanta, plaintiff Oil Terminal SA in contradiction with ANAF - Regional Directorate General of Public Finance Galati - Commission for the Authorization of Operators of Products Subject to Harmonized Excise Duty - through the Trustee County Administration of Public Finance Constanta.

On 11.01.2018, Oil Terminal SA filed an application with the Constanța Court requesting the suspension of the effects of Decision no.2/21.12.2017, which ordered the revocation of the Fiscal Warehouse Authorisation no.RO0070413DD02/22.10.2015, until the court of first instance pronounces on the annulment of Decision no.2/21.12.2017.

By Judgment no.419/15.03.2018, the Court of Constanța ordered the suspension of the Decision no.2/21.12.2017 issued by the National Agency for Tax Administration - Regional Directorate General of Finance Galati - Commission for the authorisation of operators of products subject to harmonised excise duties, pending the ruling of the court of first instance. By Decision no.854/20.06.2018, the Court of Appeal of Constanta rejected the appeal filed by ANAF as unfounded. The case file is file no.4456/118/2018 on the Constanța Court with deadline 09.05.2023. Case definitively settled.

For this case, a fund of 1,050 lei was set up.

5. File no.4456/118/2018, pending before the Court of Constanta, claimant Oil Terminal SA against ANAF - Regional Directorate General of Public Finance Galati - Commission for Authorization of Operators of Products Subject to Harmonized Excise Duties.

On 24.07.2018, Oil Terminal SA filed an administrative appeal with the Court of Constanta, requesting the annulment of Decision no.2/21.12.2017 and Decision no.2/16.02.2018, respectively, by which ANAF - Regional General Directorate of Public Finance Galati - Commission for the Authorisation of Operators of Products Subject to Harmonised Excise Duties ordered the revocation of Tax Warehouse Authorisation no.RO0070413DD02 issued on 22.10.2015.

The next court date is set for 09.05.2023.

For this case, a fund in the amount of 26,644 lei has been established.

6. File no.4206/2/2015*, pending before the Bucharest Court of Appeal, by which the plaintiff DG Petrol SRL, a company in bankruptcy, through the judicial liquidator Fineco Insolvency SPRL, filed on 29.01.2020 at the Bucharest Court of Appeal an administrative appeal requesting the annulment of the Decision no.1/05.01.2015, by which ANAF-Regional Directorate for Excise and Customs Operations Bucharest established the obligation to pay the amount of 3,759,256 lei for the plaintiff DG Petrol SRL.

At the trial date of 10.06.2020, the claimant DG Petrol SRL filed a request for a guarantee claim against Oil Terminal SA requesting the court to issue a decision ordering the defendant Oil Terminal SA to pay the sum of RON 3,759,256.

Oil Terminal SA lodged a statement of defence within the legal time-limit in which it pleaded the objections of inadmissibility of the application for a guarantee, the objection of lateness of the application for a guarantee and, on the merits of the case, requested that the application for a guarantee be rejected as unfounded.

By the Resolution delivered on 23.09.2020, the court of first instance, i.e. the Bucharest Court of Appeal, rejected the claim for a guarantee filed by the claimant DG Petrol SRL against Oil Terminal SA as inadmissible.

The plaintiff DG Petrol SRL appealed and the Bucharest Court of Appeal, on 02.12.2020, pursuant to Article 64 paragraph 4 of the Civil Procedure Code, suspended the proceedings.

The judgment may be appealed for the duration of the suspension.

The case has been resumed and the trial date is 03.03.2023.

For this case a fund of 187,963 lei has been set up.

7. File no.1571/93/2018, pending before the Ilfov Court, creditor Oil Terminal SA and debtor Rottco Consult SRL.

On 31.07.2018, Oil Terminal SA filed a request for registration in the creditor's estate for the amount of RON 2,344.04.

By Resolution of 21.06.2018 the court admitted the application of the debtor Rottco Consult SRL and opened general insolvency proceedings. By interim judgment no.95/20.01.2020 the Ilfov Court ordered the debtor to enter into bankruptcy through the general procedure, lifted the debtor's right of administration and ordered the dissolution of the debtor company, the sealing of the debtor's assets being the responsibility of the judicial liquidator. The court set a maximum period of 5 days from the date of notification of the opening of bankruptcy proceedings for the debtor/judicial administrator to hand over the management of the assets to the judicial liquidator, together with the list of acts and operations carried out after the opening of the proceedings provided for in Article 84(2) of Law No. 85 /2014. The Ilfov Court ordered the preparation and delivery by the insolvency administrator or the special administrator, as the case may be, to the judicial liquidator, within a maximum of 5 days from the date of the bankruptcy, of a list containing the names and addresses of the creditors and all their claims at the date of the bankruptcy, indicating those arising after the date of the opening of the proceedings, the final table of claims and any other tables drawn up in the proceedings, any distribution reports, the list of acts and operations carried out after the date of the opening of the proceedings. CITR Filiala București SPRL has been appointed as provisional liquidator.

The Ilfov Court has set the next trial date in case no.1571/93/2018 for 02.05.2023.

An adjustment for the depreciation of the claim in the amount of 5,611 lei was constituted for this file.

8. File no.1974/118/2019, pending before the Court of Constanta, creditor Oil Terminal SA and debtor Master Chem OIL DMCC.

At the hearing on 02.12.2020, the court connects Case no.7729/118/2019 to Case no.1974/118/2019 and stays the ruling pending the resolution of File no.3068/118/2018.

On 16.12.2020, the court suspends the case until the final resolution of Case no.3068/118/2018 pending before the Court of Appeal of Constanța, with the right to appeal during the suspension.

Oil Terminal SA has filed a request for the case to be reinstated and for the claims to be increased. The next trial date is set for 02.03.2023.

An adjustment for the depreciation of the claim in the amount of 847,892 lei has been established for this case.

9. File no.7729/118/2019, pending before the Court of Constanta, creditor Oil Terminal SA, debtor Master Chem Oil DMCC.

Action for claims by which the creditor Oil Terminal SA requests the court to pronounce a resolution by which the debtor Master Chem Oil DMCC is obliged to pay the amount of USD 16,872.02 (RON 72,261.63) representing the value of the cutter stock storage. Subsequently Oil Terminal SA filed a claim for an increase in the total amount of 423,625.51 lei (97,913.72 USD).

By the Resolution of 02.12.2020, the court ordered the connection of the case no.7729/118/2019 to the case no.1974/118/2019, pending before the Constanta Court.

The next trial date is set for 02.03.2023.

For this file, an adjustment for the depreciation of the claim in the amount of 423,626 lei and additionally an adjustment in the amount of 1,606,779 lei, representing invoices in the process of increasing claims in court, have been constituted.

10. File no.328/118/2020, pending before the Constanta Court, plaintiff Oil Terminal SA, defendant Ministry of Public Finance - ANAF - Directorate General for Large Taxpayers.

Appeal brought by Oil Terminal SA against the regularisation decision No 148/16.09.2011 and the control report No 27512/16.09.2011 for the pluses and minuses found in the tanks of Oil Terminal SA following the control from 01.01.2011 to 17.03.2011 and the recovery of the amount of 738,746 lei paid by way of customs debt.

At the deadline of 08.09.2022, the Constanța Court stayed the ruling. On 06.10.2022 the Constanța Court dismissed the action brought by Oil Terminal SA against the Romanian Naval Authority. The judgment may be appealed within 15 days of its communication. The next trial date is set for 27.04.2023.

For this case, a fund of 748,946 lei has been set up.

11. File no.3330/118/2020, pending before the Court of Constanta, plaintiff Dumitrescu Sebastian Valentin, defendant Oil Terminal SA, Romanian State through the Ministry of Economy, Energy and Business Environment, interveners Dumitrescu Andrei Sebastian, Rometta Impex SRL.

Application for intervention against the EGSM Decision no.4/12.06.2020 by which the shareholders have ascertained the termination of the applicability of the Extraordinary General Meeting of Shareholders Decision no.6/10.10.2016, have ascertained the increase of the share capital of Oil Terminal SA with the value of the two lands in the area of 254.261,325 sqm and in the area of 129.334,70 sqm respectively, object of the certificates of attestation of the right of ownership 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 judge - delegate of the ONRC for the appointment of one or more experts for the valuation of the two lands to be included in the process of capital increase of the company.

By the Judgment dated 23.03.2021, the court adjourned the case pursuant to Article 412 paragraph 1 item 1 CPC in view of the death of the plaintiff.

The case was resumed, the Court of Constanta set a trial date for 23.11.2021 in order to summon the intervener Rometta Impex SRL. At the trial date of 23.11.2021, the Court of Constanta rejected the request to resume the case and ordered the suspension of the dispute. With appeal for the duration of the suspension. The application for appeal shall be submitted to the Constanța Court, under penalty of nullity. Judgment notified on 26.11.2021. Deadline: 25.10.2021 Summons the defendant Oil Terminal SA to file the documents on the basis of which the AGEA Oil Terminal SA of 12.06.2020 was adopted and to communicate them to the intervener, at the latest 5 days before the deadline. Deadline: 28.02.2023.

12. File no.3656/118/2020, pending before the Court of Constanta, plaintiff Dumitrescu Sebastian Valentin, defendant Oil Terminal SA.

Action for annulment of the AGEA Decision no.4/12.06.2020 by which the shareholders have ascertained the termination of the applicability of the Extraordinary General Meeting of Shareholders Decision no.6/10.10.2016, have ascertained the legal increase of the share capital of Oil Terminal SA with the value of the two lands in the area of 254.261,325 sqm and 129.334,70 sqm respectively, object of the certificates of attestation of the right of ownership 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 judge - delegate of the ONRC for the appointment of one or more experts for the valuation of the two lands to be included in the process of capital increase of the company.

By the Judgment of 16.06.2021, pursuant to Article 412 paragraph 1 item 1 NCPC, the court finds that the case has been suspended by operation of law due to the death of the plaintiff until the introduction of the heirs. With appeal for the duration of the suspension. Time limit for the stay: 01.02.2023. At the deadline of 01.02.2023, the court accepted the plea of time-bar of the main claim and the related applications for leave to intervene brought by the plaintiff Dumitrescu Sebastian Valentin against the defendants OIL TERMINAL SA and the applications for leave to intervene. The case is dismissed as time-barred. Orders the intervener Dumitrescu Andrei Sebastian to pay the sum of RON 10 266,62 - costs - in favour of the defendant company Oil Terminal SA. Appeal to the Court of Appeal of Constanța, within 5 days of the judgment.

13. File no.3656/118/2020/a1, pending before the Court of Constanta, plaintiff Dumitrescu Sebastian Valentin, defendant Oil Terminal SA.

Presidential order requesting the suspension of the registration of the AGEA Decision no.4/12.06.2020 until the conclusion of Case no.3656/118/2020.

By the Judgment of 16.06.2021, pursuant to Article 412 paragraph 1, item 1 NCPC, the court finds that the case has been suspended by operation of law following the death of the plaintiff until the introduction of the heirs. With appeal for the duration of the suspension. Time-limit for reopening and expiry: 23.11.2022. Deadline for the stay: 01.02.2023. At the deadline of 01.02.2023, the court admitted the plea that the main claim and the related applications for a writ of summons brought by the plaintiff Dumitrescu Sebastian Valentin, against the defendants Oil Terminal SA, as well as the applications to intervene, are time-barred. The case is dismissed as time-barred. Orders the intervener Dumitrescu Andrei Sebastian to pay the sum of RON 10 266,62 - costs

- in favour of the defendant company Oil Terminal SA. Appeal to the Court of Appeal of Constanța, within 5 days of the judgment. 

14. File no.4049/118/2020, pending before the Court of Constanta, plaintiff Dumitrescu Sebastian Valentin, defendant Oil Terminal SA, Mapps Master Appraisal SRL.

Request for the recusal of the expert appraiser Mapps Master Appraisal SRL, appointed by the ORC by resolution no.16280/07.07.2020, pronounced in case no.60751/06.07.2020.

The next trial date is set for 26.05.2021.

By the Judgment of 16.06.2021, pursuant to Article 412 (1) (1) NCPC, the court finds that the case has been suspended by operation of law due to the death of the plaintiff until the introduction of the heirs. With appeal for the duration of the suspension.

On 13.10.2022, the Court of Constanța, by judgment no.455/2022, declared the application time-barred. Summary: Admit the plea that the joint applications for a writ of summons brought by the plaintiff Dumitrescu Sebastian Valentin against the defendants Oil Terminal SA, MAPPS - MASTER APPRAISAL SRL and the National Trade Registry Office, represented by Luiza Mardare, Director of the Trade Registry Office of the Constanța Court, and the applications for intervention brought by Dumitrescu Andrei Sebastian and ROMETTA IMPEX SA are time-barred. Declares that the case is time-barred. With appeal to the Court of Appeal Constanța, within 5 days from the judgment, the appeal application to be filed at the Court of Constanța. On 18.10.2022, the plaintiff Dumitrescu Sebastian Valentin filed an appeal. Deadline for appeal: 22.03.2023.

15. File no.6919/118/2020, pending before the Court of Constanta, plaintiff Dumitrescu Sebastian Valentin, defendant Oil Terminal SA.

Action for a declaration that the updated memorandum of association of Oil Terminal SA is void in its entirety.

By Judgment no.87/27.01.2021 the court of first instance dismissed the application as unfounded.

The plaintiff filed an appeal, and at the trial date of 27.09.2021, the Court of Appeal of Constanta suspended the trial until the introduction of the heirs of the plaintiff-appellant Dumitrescu Sebastian Valentin. The judgment may be appealed during the suspension. Deadline: 08.06.2022. Civil decision no.219/08.06.2022 Admit the application for a stay of proceedings. Declares the appeal out of time. Dismisses as inadmissible the application of the heir of Dumitrescu Andrei Sebastian. Appeal within 5 days of the judgment.

On 15.06.2022 the heirs of the deceased Dumitrescu Sebastian Valentin lodged an appeal.

On 04.10.2022 the High Court of Cassation and Justice admitted the appeal. Orders that the case be retried.

16. File no.4150/118/2020, pending before the Court of Constanta, plaintiff Dumitrescu Sebastian Valentin, defendant Oil Terminal SA, MEEMA.

An action for a declaration that the Court of First Instance is required to give a judgment declaring that Oil Terminal SA is a privatised company and declaring that, if the share capital of Oil Terminal SA is increased by the value of the land for which it has obtained certificates of private ownership, it has a preferential right under Law No 137/2002.

By Judgment no.86/27.01.2021 the court of first instance admitted the plea of inadmissibility of the claim and dismissed the claim brought by Dumitrescu Sebastian Valentin as inadmissible.

The plaintiff filed an appeal, and by the Judgment of 23.06.2021, pursuant to Article 412 (1) (1) NCPC, the court found that the case had been suspended as of right following the death of the plaintiff until the introduction of the heirs in the case. The judgment may be appealed against during the suspension. Deadline for appeal: 08.06.2022. Civil decision, granting the application for a stay of proceedings. Declares the appeal out of time. Dismisses as inadmissible the heir's application to join the case. Dismisses the respondent's application for an order that the appellant pay the costs of the proceedings as being made against a person lacking capacity to sue and be sued. Appeal within 5 days of the judgment. On 23.06.2022 Dumitrescu Sebastian Andrei lodged an appeal. Deadline for the resolution of the appeal 15.12.2022. At the deadline of 15.12.2022, the court annuls the appeal filed by the appellants-claimants Dumitrescu Sebastian Valentin and Dumitrescu Andrei Sebastian against the civil decision no.228 of 8 June 2022 pronounced by the Court of Appeal Constanța - 2nd Civil Section, Insolvency and Litigation with Professionals and Companies, in contradiction with the respondents-defendants Oil Terminal SA and the Romanian State - through the Ministry of Economy, Energy and Business Environment. Final.

17. File no.4558/118/2021, pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA.

Application for a writ of summons by which the shareholder Dumitrescu Andrei Sebastian, against Oil Terminal SA, the Romanian State through the Ministry of Public Finance, the Romanian State through the Ministry of Energy and the Ministry of Energy, requests the Court of Constanța to

- to establish the existence of a preferential right to purchase from the defendant Ministry of Energy a number of shares necessary to maintain the shareholding in the share capital of the defendant Oil Terminal SA;

- order all the defendants to respect the right of preference set out in paragraph 1 from the date of registration of the increase in the share capital of Oil Terminal SA.

By the Judgment of 09.12.2021, the Court of Constanța admitted the request for suspension of the proceedings filed by the defendant company Oil Terminal SA in contradiction with the plaintiff Dumitrescu Andrei Sebastian and the defendants Romanian State, represented by the Ministry of Finance, represented by the Regional General Directorate of Public Finance Galați - County Administration of Public Finance Constanța. On the basis of Article 413(1)(1)(1) of the Code of Civil Procedure, suspends the proceedings until the final resolution of the case registered with the Constanța Court under number 4150/118/2020.

The judgment may be appealed against for the duration of the suspension. Deadline: 23.11.2022.

Settled on 16.02.2023, dismiss the application. Admit inadmissibility of part I of the application. Dismisses, as inadmissible, the application for a declaration of the existence of a preferential right, brought by the plaintiff Dumitrescu Andrei Sebastian - in contradiction with the defendants Oil Terminal SA, the Romanian State, represented in the proceedings by the Ministry of Finance, represented by the Regional Directorate General of Public Finance Galați - County Administration of Public Finance Constanța, and the Ministry of Energy. The plea of lack of interest in formulating and supporting the second head of the application is granted. Dismisses, as devoid of interest, the claim brought by the plaintiff Dumitrescu Andrei Sebastian against the defendants Oil Terminal SA, the Romanian State, represented in the proceedings by the Ministry of Finance, represented by the Regional Directorate General of Public Finance Galați - County Administration of Public Finance Constanta, and the Ministry of Energy, for an order that the defendants respect the right of preference. Orders the plaintiff to pay the sum of 762,14 lei - costs (fees of the chosen lawyer) - in favour of the defendant company Oil Terminal SA. With appeal to the Court of Appeal Constanța, within 30 days from the date of communication, the request for appeal to be submitted to the Court of Constanța.

18. File no.6528/118/2021, pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA, Romanian State through the Ministry of Public Finance, Romanian State through the Ministry of Energy.

Application by the shareholder Dumitrescu Andrei Sebastian, against Oil Terminal SA, the Romanian State through the Ministry of Public Finance, the Romanian State through the Ministry of Energy, for a writ of summons:

- A declaration that all the reservoirs forming the subject matter of OUG no.15/2001, approved by Law no.68/2002 are in the private property of Oil Terminal SA, a claim valued at the sum of 27,684,210.15 lei;

- Principally, order the defendant Romanian State, through the Ministry of Public Finance, to leave in full ownership and quiet possession of the buildings referred to in paragraph 1 to the defendant Oil Terminal SA, the claim being assessed at the sum of RON 27 684 210,15;

- in the alternative, order the defendant Oil Terminal SA to bring an action for a claim to reclaim the real property referred to in paragraph 1 above, the amount of which is assessed at RON 27 684 210,15;

- order the defendants jointly and severally to pay the costs of these proceedings.

On 03.05.2022 by Judgment no.539, the court ordered the following: Admit the plea of lack of standing of the plaintiff, raised ex officio. Dismisses the action as being brought by a person without locus standi. Appeal within 30 days of notification. Appeal brought by Dumitrescu Sebastian Andrei on 20.06.2022. Deadline: 02.11.2022. Settled. The Court dismisses the appeal as unfounded. With right of appeal within 30 days of communication, the appeal shall be lodged with the Court of Appeal Constanța.

19. File No 7054/118/2021, pending before the Court of Constanta, claimant Dumitrescu Andrei Sebastian, defendant Oil Terminal SA, Ministry of Economy, Entrepreneurship and Tourism.

Application by the shareholder Dumitrescu Andrei Sebastian for a declaration that the OGSM Decision No 2/26.04.2021 is partially null and void, as regards Article 1 of the Decision. by which the shareholders of Oil Terminal SA approved "the financial statements for the year 2020, prepared in accordance with International Financial Reporting Standards (IFRS), comprising: statement of financial position, statement of comprehensive income, statement of changes in equity, statement of cash flows, notes to the financial statements, based on the Report of the Board of Directors and the Report of the independent financial auditor".

On 18.10.2022, the Constanta Court rejected the claim made by Dumitrescu Andrei Sebastian as unfounded. The judgment may be appealed within 30 days of its communication. The judgment has not been served.

20. File no.7838/118/2021, pending before the Court of Constanța, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA, Romanian State through the Ministry of Economy, Entrepreneurship and Tourism.

Application by the shareholder Dumitrescu Andrei Sebastian to the Court of Constanta for a declaration that the Directors' Report for the first half of 2021, concluded on 30.06.2021, is partially null and void. On 05.01.2022, the plaintiff makes a supplementary application requesting:

1. full absolute annulment of CA Decision No 70/10.08.2021.

2. the absolute annulment in its entirety of AGOA Decision No 14/29.12.2021.

The case has a deadline of 26.10.2022. Adjourns the judgment to 09.11.2022. Reject as unfounded the objection of illegality of the certificate number M03 no.11703/02.02.2011 issued for the land of 254.261,33 sqm located in the North Platform Section, as well as the objection of illegality of the certificate number M03 no.11704/02.02.2011 issued for the land of 129.334,70 sqm located in the North Platform Section. Dismisses, as unfounded, the application brought by the applicant DUMITRESCU ANDREI SEBASTIAN. With appeal within 30 days of notification. No appeal has been lodged.

21. File no.8452/118/2021, pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA and the Romanian State through the Ministry of Energy.

Application by the shareholder Dumitrescu Andrei Sebastian for an order of the Court of Constanta "declaring the following corporate acts to be partially null and void:

1. status (constitutive act) updated authenticated under no.631/12.05.1997 by B.N.P. Victoria Badea, main head of claim, not assessable in money;

2. status (constitutive act) updated according to Decision no.2 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 28.07.2000, accessory head of claim, not assessable in money;

3. status (constitutive act) updated in accordance with Decision no. 1 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 29.03.2001, accessory head of claim, not assessable in money;

4. status (constitutive act) updated according to the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 31.07.2001, accessory head of claim, not assessable in money;

5. status (constitutive act) updated in accordance with Decision no.l of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 11.06.2003, accessory head of claim, not assessable in money;

6. status (constitutive act) updated in accordance with Decision No. 1 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 22.12.2004, accessory head of claim, not assessable in money;

7. status (constitutive act) updated in accordance with Decision no.3 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 05.03.2007, accessory head of claim, not assessable in money;

8. status (constitutive act) updated in accordance with Decision no.2 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 06.03.2009, accessory head of claim, not assessable in money;

9. status (constitutive act)  updated according to Decision no.3 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 04.03.2010, accessory end of the claim, non-valuable in money;

10. status (constitutive act) updated in accordance with Decision no.2 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 02.08.2010, accessory end of the claim, non-assessable in money;

11. status (constitutive act) updated in accordance with Decision No. 1 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 24.11.2011, accessory head of claim, not assessable in money;

12. status (constitutive act) updated in accordance with Decision No. 1 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 17.08.2012, accessory head of claim, not assessable in money;

13. status (constitutive act) updated in accordance with Decision no.3 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 04.07.2013, accessory head of claim, not assessable in money;

14. status (constitutive act) updated in accordance with Decision No. 10 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 24.10.2014, accessory head of claim, not assessable in money;

15. status (constitutive act) updated in accordance with Resolution No. 11 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 19.06.2017, accessory head of claim, not assessable in money;

16. status (constitutive act) updated in accordance with Decision no.28 of the Extraordinary General Meeting of Shareholders of Oil Terminal SA dated 29.10.2018, accessory end of claim, not assessable in money' and:

17. the restoration of the parties to their previous situation,

18. a declaration that Oil Terminal SA 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 end of the claim, non-valuable in money,

19. establishing that the Romanian State, through the Ministry of Energy, is a shareholder in Oil Terminal SA with 200,979,215 shares, each with a nominal value of RON 0.1 and a total value of RON 20,097,921.5, representing 46.08% of the entire share capital, accessory end of the claim, not assessable in money,

20. order the defendants to pay the costs.

The case was adjourned until 19.05.2022.

By judgment of 30.06.2022 the court rejected as unfounded the claim for damages brought by the plaintiff Dumitrescu Andrei Sebastian, against the defendants Oil Terminal SA and the Romanian State through the Ministry of Energy. Appeal within 30 days of notification. Deadline for appeal: 09.11.2022. 33

The company Oil Terminal has filed a request for the costs of the proceedings. At the trial date of 17.08.2022, the Court admits the request formulated by Oil Terminal against the defendant Dumitrescu Andrei Sebastian. The respondent is ordered to pay to the petitioner the amount of 17,850 lei representing court costs in case 8452/118/2021, consisting of lawyer's fees. With the right to appeal within 30 days from the communication. By Civil Decision no.8, delivered on 01.03.2023, the Constanta Court of Appeal rejected as unfounded the appeal filed by Dumitrescu Andrei Sebastian, obliging him to pay to the respondent Oil Terminal SA the sum of 5,950 lei, by way of court costs in the appeal. The judgment is final.

22. File no.2007/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application for a writ of summons by which the shareholder Dumitrescu Andrei Sebastian requests the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. The case has a deadline of 16.03.2023. 

23. File no.2008/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application for a writ of summons by which the shareholder Dumitrescu Andrei Sebastian requests the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. The case has a deadline of 16.03.2023.

24. File no.2009/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application for a writ of summons by which the shareholder Dumitrescu Andrei Sebastian requests the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. In pronouncement. Judgment. Dismisses as unfounded the claim brought by the plaintiff Dumitrescu Andrei Sebastian against the defendant SC Oil Terminal SA. With right of appeal to be lodged with the Court of Constanța, 2nd Civil Section, within 30 days of communication. Appeal lodged by the plaintiff Dumitrescu Andrei Sebastian on 15.12.2022. The case is scheduled for trial on 15.03.2023.

25. File no.2010/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. Connected to file no.2007/118/2022. The case is scheduled to be heard on 16.03.2023.

26. File no.2013/118/2022 pending before the Court of Constanța, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application for a writ of summons by which the shareholder Dumitrescu Andrei Sebastian requests the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. The case has a deadline of 16.03.2023.

27. File no.2016/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. In pronouncement. Judgment. Dismisses as unfounded the claim brought by the plaintiff Dumitrescu Andrei Sebastian against the defendant SC Oil Terminal SA. With right of appeal to be lodged with the Court of Constanța, 2nd Civil Section, within 30 days of communication. Appeal lodged by the plaintiff Dumitrescu Andrei Sebastian on 06.12.2022. Deadline: 22.03.2023.

28. File no.2017/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. In pronouncement. Judgment. Dismisses as unfounded the claim brought by the plaintiff Dumitrescu Andrei Sebastian against the defendant SC Oil Terminal SA. With right of appeal to be lodged with the Court of Constanța, 2nd Civil Section, within 30 days of communication. Appeal lodged by the plaintiff Dumitrescu on 06.12.2022. The case is scheduled for trial on 22.03.2023.

29. File no.2018/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. Connected to file no.2007/118/2022. The case is scheduled to be heard on 16.03.2023.

30. File no.2019/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. To be pronounced on

15.03.2023. Judgment. Dismisses as unfounded the claim brought by the plaintiff Dumitrescu Andrei Sebastian against the defendant SC Oil Terminal SA. With right of appeal to be filed with the Court of Constanța, 2nd Civil Section, within 30 days of communication. On 21.11.2022 I received a copy of SC no.493/2022. Appeal lodged by the plaintiff Dumitrescu Andrei Sebastian on 07.12.2022. The case is due for trial on 15.03.2023. 

31. File no.2020/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. To be pronounced on 03.11.2022. Judgment. Dismisses as unfounded the claim brought by the plaintiff Dumitrescu Andrei Sebastian against the defendant SC Oil Terminal SA. With right of appeal to be lodged with the Court of Constanța, 2nd Civil Section, within 30 days of communication. On 21.11.2022 I received a copy of SC no.494/2022. Appeal lodged by the plaintiff Dumitrescu on 07.12.2022. The case is due for trial on 22.03.2023.

32. File no.2021/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. To be pronounced on 03.11.2022. Judgment. Admit the petitioner Dumitrescu Andrei Sebastian's request for referral to the Constitutional Court of Romania. The Constitutional Court of Romania is seised to rule on the exception of unconstitutionality invoked by the applicant Dumitrescu Andrei Sebastian with regard to Article 12 of Law no.137/2002 by reference to Article 1 paragraph 3 and Article 1 paragraph 5 of the Romanian Constitution. Orders the formation of the associated file no.2021/118/2022/a1 with the object of referring the matter to the Constitutional Court. No appeal. Dismisses as unfounded the application brought by the applicant Dumitrescu Andrei Sebastian against the defendant SC Oil Terminal SA. With a right of appeal to be lodged with the Court of Constanța, 2nd Civil Division, within 30 days of communication. Pronounced in public sitting, today, 03.11.2022, by making the solution available to the parties through the court clerk's office. On 21.11.2022 we received a copy of SC no.495/2022. Appeal filed by the plaintiff Dumitrescu on 07.12.2022. The case is due for trial on 15.03.2023.

33. File no.2022/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian to the Court of Constanta for an order for the absolute annulment in its entirety of EGSM Decision No 4/21.03.2022. Connected to file no.2007/118/2022. The case is scheduled to be heard on 16.03.2023. 

34. File no.2023/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the EGSM Decision no.4/21.03.2022. To be pronounced on 03.11.2022. Judgment. Dismisses as unfounded the claim brought by the plaintiff Dumitrescu Andrei Sebastian against the defendant SC Oil Terminal SA. With right of appeal to be lodged with the Court of Constanța, 2nd Civil Section, within 30 days of communication. On 21.11.2022 I received a copy of SC no.496/2022. Appeal lodged by the claimant Dumitrescu on 06.12.2022. The case is due for trial on 15.03.2023.

35. File no.2024/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian to the Court of Constanta for an order for the absolute annulment in its entirety of AGEA Decision No 4/21.03.2022. To be pronounced on 03.11.2022. Judgment. Dismisses as unfounded the claim brought by the plaintiff Dumitrescu Andrei Sebastian against the defendant SC Oil Terminal SA. With right of appeal to be lodged with the Court of Constanța, 2nd Civil Section, within 30 days of communication. On 21.11.2022 I received a copy of SC no.497/2022. Appeal lodged by the plaintiff Dumitrescu on 07.12.2022. The case is due for trial on 03.03.2023.

36. File no.2025/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian for the Court of Constanta to order the absolute annulment of the AGEA Decision no.4/21.03.2022. Connected to file no.2007/118/2022. The case is scheduled to be heard on 16.03.2023.

37. File no.2026/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Presidential order by which the plaintiff Dumitrescu Andrei Sebastian requests the court to suspend the EGSM Decision no.4/21.03.2022 until the resolution of the case concerning a declaration of absolute nullity of the EGSM Decision no.4/21.03.2022.

At the term of 04.05.2022, the Court of Constanța delivered Judgment no.549 by which it rejected the related requests for suspension of the execution of the Decision of the Extraordinary General Meeting of Oil Terminal

SA no.4/21.03.2022, filed by the plaintiff Dumitrescu Andrei Sebastian, in contradiction with the defendant Oil Terminal SA, for failure to meet the conditions for admissibility of the presidential order. Orders the applicant, Dumitrescu Andrei Sebastian, to pay to the defendant, Oil Terminal SA, the costs of the proceedings in the sum of 13 830,64 lei, representing the lawyer's fees. An appeal may be lodged against the judgment within five days of its delivery. Sentence served on 13.05.2022. On 05.05.2022 Dumitrescu Andrei Sebastian lodged an appeal. On 24.06.2022, the court rejected the appeal as unfounded. The judgment is final. A request for enforcement has been made. Enforcement file no.4399/2022. Order issued by BEJ Ulman on 19.09.2022. On 22.12.2022 the amount of 13.830,64 lei was collected.

38. File no.2014/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application by the shareholder Dumitrescu Andrei Sebastian to the Court of Constanta for an order for the absolute annulment in its entirety of EGSM Decision No 4/21.03.2022. Connected to file no.2007/118/2022. The case is scheduled to be heard on 16.03.2023. 

39. File no.1926/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application for leave to intervene by which the applicant Dumitrescu Andrei Sebastian asks the court:

- Non-registration of the entries concerning the Resolution of the Extraordinary General Meeting of Shareholders Oil Terminal SA no.4 of 21.03.2022 in the Commercial Register;

- Forwarding the file concerning the registration of the entries on the Decision of the Extraordinary General Meeting of Shareholders Oil Terminal SA no.4 of 21.03.2022 in the Commercial Register to the Court of Constanta;

- To settle the application to intervene on the merits of the case in the sense of not registering the entries concerning the Decision of the Extraordinary General Meeting of Shareholders of Oil Terminal SA no.4 of 21.03.2022 in the Commercial Register.

At the deadline of 12.05.2022 Dumitrescu Sebastian Andrei modifies the whole subject matter of the case and formulates an application for intervention against the OGSM Decision no.3/23.02.2022, after which he files an application for waiver.

At the deadline of 16.06.2022, by Decision no.303, the court finds that the petitioner Dumitrescu Andrei Sebastian has waived the application for intervention against the Decision of the General Meeting of Shareholders Oil Terminal SA no.3/23.02.2022, an application made in contradiction with the respondents: Oil Terminal SA, the Trade Register Office of the Court of Constanta, the Romanian State through the Ministry of Energy and the Ministry of Energy.

40. File no.2035/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Presidential order by which the plaintiff Dumitrescu Andrei Sebastian requests the court to suspend the EGSM Decision no.4/21.03.2022 until the resolution of the case concerning a declaration of absolute nullity of the EGSM Decision no.4/21.03.2022.

By Judgment no.477/18.04.2022, the court rejected as unfounded the application for a writ of summons, concerning the presidential order, filed by the plaintiff Dumitrescu Andrei Sebastian, against the defendant Oil Terminal SA. The judgment may be appealed within 5 days of the judgment.

Dumitrescu Sebastian Andrei has lodged an appeal and by Judgment No 269/24.06.2022 the appeal is dismissed as unfounded. The judgment is final.

41. File no.2011/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Action for absolute annulment of the AGEA Decision No 4/21.03.2022. Connected to file no.2007/118/2022. The case is due to be heard on 16.03.2023.

42. File no.1483/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Action for a declaration that EGSM Decision No 4/21.03.2022 is no longer applicable. At the deadline of 20.09.2022, by Judgment no.979/202, the Court of Constanța admits the plea of inadmissibility of the claim. Dismisses the action brought by the plaintiff Dumitrescu Andrei Sebastian against the defendant OIL TERMINAL SA for a declaration of the termination of all legal effects of the Decision of the Extraordinary General Meeting of Shareholders of OIL TERMINAL SA no. 4/12.06.2020, as inadmissible. With appeal within 30 days from communication. No appeal has been lodged.

43. File no.3305/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Presidential order by which Dumitrescu Andrei Sebastian requests:

- Suspension of the execution of the Decision of the Extraordinary General Meeting of Oil Terminal SA no.4/21.03.2022, until the resolution of the Case no.7838/118/2021, having as object a declaration of partial

absolute nullity of the Directors' Report for the first semester 2021, concluded on 30.06.2021, which was the basis for the action of increasing the share capital of Oil Terminal SA ordered by the Decision of the Extraordinary General Meeting no.4/21.03.2022;

- Order the defendant Oil Terminal SA to pay the costs.

At the deadline of 15.06.2022, Dumitrescu Andrei Sebastian filed a request for recusal of the panel. The Order orders the request to be referred to the Chief Judge of Civil Division II, to order the measures required to resolve the procedural incident. At the deadline of 17.08.2022, the Constanța Court rejects as unfounded the request for suspension of the execution of the OGSM Decision no.4/21.03.2022. With appeal within 5 days of the ruling. An appeal was lodged by Dumitrescu Sebastian Andrei on 22.08.2022. Decision 376/26.10.2022. Dismisses the appeal as unfounded. Final decision.

44. File No 4100/118/2022 pending before the Court of Constanta - Plaintiff Dumitrescu Andrei Sebastian, Defendant Oil Terminal SA - Application for:

1.A declaration that the Decision of the Ordinary General Meeting of Shareholders of Oil Terminal SA no.7/01.04.2022 is null and void in its entirety, the main claim being non-monetary;

2.As a result of the admission of point no.1 above, a declaration that the Decision of the Board of Directors regarding the appointment of the intermediary authorised by the Financial Supervisory Authority to draw up the proportionate offer prospectus, namely Prime Transaction SA, as it results from the notice published by the defendant on the website of the Bucharest Stock Exchange on 11.05.2022, is null and void in its entirety;

3. order the defendant to pay the costs.

By the OGSM Resolution no.7/01.04.2022 the shareholders of the company decided to elect as provisional administrators Messrs: Cristian Florin Gheorghe, Aurelian Ovidiu Andrei, Ramona Ungur, George Teseleanu and Emilian Nicolae. Action notified on 17.06.2022. Statement of defence lodged on 30.06.2022. Judgment to be delivered on 09.11.2022. Deadline: 18.01.2023 - for the re-issue of the summons. The case is due for trial on 15.02.2023. In the course of the ruling. The court adjourns the case to 01.03.2023. 

45. File no.2603/118/2022 pending before the Court of Constanta, plaintiff Dumitrescu Andrei Sebastian, defendant Oil Terminal SA. Application to intervene against the registration of the AGOA Decision no.7/01.04.2022 by which the shareholders of the company decided to elect as provisional administrators Messrs: Cristian Florin Gheorghe, Aurelian Ovidiu Andrei, Ramona Ungur, George Teseleanu and Emilian Nicolae. Judgement deadline: 01.11.2022. A new time-limit was granted for service of the application for discontinuance. Deadline: 05.12.2022 - Adjourned to 20.12.2022. Judgment on the basis of the provisions of Article 406(1) N.C.P.C. takes note of the discontinuance of the proceedings on the application for intervention no.55.727/07.04.2022 as completed by the intervener Dumitrescu Andrei Sebastian against the respondents Oil Terminal SA, the Romanian State through the Ministry of Energy (as majority shareholder) and the Ministry of Energy (as representative of the majority shareholder) and Andrei Aurelian Ovidiu, Gheorghe Cristian Florin, Nicolae Emilian, Teseleanu George and Ungur Ramona. Admit the request for registration of the petitioner Oil Terminal SA registered under no.55.666/07.04.2022 at the Commercial Registry Office of the Court of Constanta. Orders the registration in the Commercial Register of the entries contained in the OGSM Decision of Oil Terminal SA no.7/01.04.2022 regarding the provisional administrators and the publication of the decision in the Official Gazette of Romania-part IV after the finality of the present decision, at the expense of the holder of the request. With appeal within 30 days of communication. The application for appeal shall be filed with the court whose decision is being appealed, namely the Court of Constanta. Pronounced by making the decision available to the parties by the court registry, today 20.12.2022.

4.13. Important events after 31 December 2022

I. Resolutions of the Ordinary General Meeting of Shareholders of 16.01.2023:

·      By the Resolution of the Ordinary General Meeting of Shareholders (AGM) no.1/16.01.2023 the following were adopted:

- election as provisional members of the Board of Directors of Oil Terminal SA, by cumulative voting method, in accordance with the provisions of GEO no.109/2011 on corporate governance of public companies, with subsequent additions and amendments, of the following persons:

1. GHEORGHE Cristian Florin, Romanian citizen, engineer, domiciled in Bucharest

2.UNGUR Ramona, Romanian citizen, economist, residing in Bucharest

3.ANDREI Aurelian Ovidiu, Romanian citizen, engineer, residing in Giurgiu, County of Giurgiu, Romania. Giurgiu

4.TEȘELEANU George, Romanian citizen, engineer, residing in Constanța, jud. Constanța

5.NICOLAE Emilian, Romanian citizen, lawyer, residing in Cernavodă, jud. Constanța

6.LAZARIU Dragoș - Ciprian, Romanian citizen, economist, residing in Voluntari, jud. Ilfov

7.MICU Ionuț Stelian, Romanian citizen, economist, residing in Voluntari, jud. Ilfov;

- approval of the term of office of the provisional administrators, for a period of 4 months, in accordance with the provisions of Article 641, paragraph (5) of GEO no.109/2011 or until the completion of the recruitment and selection procedure provided for in GEO no.109/2011, if this takes place earlier than 4 months after the appointment of the provisional administrators by the OGSM, starting from 03.02.2023;

- approval of the establishment of the fixed gross monthly compensation of the appointed provisional directors, equal to 2 (two) times the average over the last 12 months of the average gross monthly earnings for the activity carried out according to the main object of activity registered by the company at class level according to the classification of activities in the national economy, communicated by the National Institute of Statistics, prior to the appointment, calculated in compliance with the provisions of GEO no.79/2017 for amending and supplementing Law no.227/2015 on the Fiscal Code, in accordance with the provisions of art.37, paragraph (2) of GEO no.109/2011 on corporate governance of public companies;

- approval of the form of the mandate contract to be concluded with the appointed provisional administrators;

- approval of the mandate of the representative of the majority shareholder, the Ministry of Energy, in the Ordinary General Meeting of Shareholders, Ms. DUMITRU Aura Gabriela, for the signature of the mandate contracts with the appointed provisional administrators.

·      By the Resolution of the Ordinary General Meeting of Shareholders (OGSM) no.3/16.01.2023 the following were adopted:

- Approval of the profile of the Board of Directors;

- approval of the profile of the candidate for the position of member of the Board of Directors.

II. On 18.01.2023, at the request of the Ministry of Energy, as the public supervisory authority carrying out the selection procedure, the following were posted on the company's website: the draft Letter of Expectations, the Invitation to Consultations on this project, the Announcement on the recruitment and selection of 6 (six) positions of member of the Board of Directors of Oil Terminal SA.

Please note that by the Resolution of the Ordinary General Meeting of Shareholders (AGOA) no.13/16.06.2022, the shareholders of the company approved the initiation of the selection procedure for the members of the Board of Directors at Oil Terminal SA, in accordance with the provisions of the Government Emergency Ordinance no.109/2011 on corporate governance of public companies, approved with amendments by Law no.111/2016. The selection procedure is organized by the Ministry of Energy, on behalf of the shareholder Romanian State.

III. Approval and publication of the simplified prospectus with a view to increasing the share capital of the company

On 17.01.2023 the Romanian Financial Supervisory Authority issued Decision no.46 approving the simplified prospectus for the increase of the share capital of OIL TERMINAL SA Constanta.

The ASF decision and the simplified prospectus are published on the Oil Terminal website https://oil-terminal.com/majorare-capital-social-2023/ , with the following characteristics:

- Subject of the offer: maximum 1,546,108,148 shares;

- Period of validity: 23.01.2023 - 08.03.2023

- Subscription price: 0.1 lei/share;

- Intermediary of the offer: S.S.I.F. PRIME TRANSACTION S.A.;

- Place of subscription: according to the information in the prospectus.

Decision no.46/17.01.2023 was issued in view of the Extraordinary General Meeting of Shareholders' Resolution no.4 dated 21.03.2022, which adopted the continuation of the procedure of increasing the share capital with contribution in kind of 2,283,000,282 shares and cash contribution in the maximum amount of 154,610,814.80 lei, by issuing a maximum number of 1,546,108. 148 new registered shares, in dematerialized form, with a nominal value of 0.1 lei/share and the request made by S.S.I.F. PRIME TRANSACTION S.A. to the ASF regarding the approval of the simplified prospectus in order to increase the share capital of OIL TERMINAL SA Constanța.

Please note that on 02.02.2011, pursuant to Law no.15/1990 on the reorganization of state economic units as autonomous regions and commercial companies and Government Decision no.834/1991 on the establishment and valuation of certain land owned by state-owned companies and taking into account the proposals of the Commission for the establishment and valuation of land, established by Ministerial Order

no.5302/10.04.2002, pursuant to GD no.19/2001, the Ministry of Industry and Resources issued the following Certificates of Attestation of Ownership:

- Series M0 3, No 11703 on land covering an area of 254 261,325 square metres, and

- Series M0 3, No 11704 in the area of 129,334.70 sqm.

On the date of entry into the company's assets, i.e. on 28.02.2011, this land was registered in the company's assets under other reserves in the company's equity, without increasing the share capital by the value entered in the ownership certificates.

IV. Election of the Chairman of the Board of Directors and Advisory Committees

During the meeting of the Board of Directors held on 03.02.2023, the directors of the company elected as Chairman of the Board of Directors, Mr. Gheorghe Cristian-Florin, in accordance with the provisions of art.18 paragraph 5 of the articles of association and established the composition of the advisory committees that will function within the Board of Directors, as follows:

•       Audit Committee: UNGUR Ramona – Chairman

TEȘELEANU George – Member

LAZARIU Dragoș-Ciprian – Member

•       Nomination and Remuneration Committee: ANDREI Ovidiu-Aurelian – Chairman

NICOLAE Emilian – Member

MICU Ionuț-Stelian – Member

V. Resolutions of the Ordinary General Meeting of Shareholders of 16.02.2023:

• The Resolution of the Ordinary General Meeting of Shareholders (AGM) no.4/16.02.2023 approved the Income and Expenditure Budget for 2023.

• By the Resolution of the Ordinary General Meeting of Shareholders (AGOA) no.5/16.02.2023 was approved the Revocation of TRANSILVANIA AUDIT & FISCALITY from the quality of statutory financial auditor of the company, due to the expiration of the contract term.

• By the Resolution of the Ordinary General Meeting of Shareholders (AGOA) no.6/16.02.2023 it was approved the Appointment of TRANSILVANIA AUDIT & FISCALITY as statutory financial auditor of the Company OIL TERMINAL SA with a duration of the financial audit services contract of 3 (three) years (for the years 2023, 2024 and 2025).

VI. Tax warehouse permit - updating the amount of the security

On 21.02.2023, the Ministry of Finance, Regional Customs Directorate Bucharest sent decision no.33/17.02.2023, which set the amount of the updated guarantee for the tax warehouse authorisation for the storage of gasoline at 53.666.067 lei, compared to the previous amount of 27.698.117 lei, set by decision no.34/26.01.2021.

In view of Decision no.15/28.02.2019 of the Regional Commission for the authorisation of operators of products subject to harmonised excise duties Galati, a decision by which Oil Terminal SA benefits from a 75% reduction in the value of the guarantee, the updated guarantee to be provided by Oil Terminal for the tax warehouse is 13,416,517 lei. The deadline for providing the guarantee is 30 working days from the date of notification of the decision.

VII. Resolutions of the Extraordinary General Meeting of Shareholders of 02.03.2023:

·      By the Resolution of the Extraordinary General Meeting of Shareholders (ESGM) no.1/02.03.2023 were adopted:

- approval to start negotiations with Iulius Real Estate SRL in order to set up a partnership for the development of the 38 ha land located in the North Platform Section, body A and body B;

- approval of the mandate of the Board of Directors to negotiate the legal conditions and to formulate the final proposal on how the partnership should be carried out, to be submitted for approval to a subsequent AGM.

·      By The Extraordinary General Meeting of Shareholders (EGSM) Resolution no.3/02.03.2023 adopted:

- The rejection of the proposal of the significant shareholder Dumitrescu Andrei Sebastian, with the following content:

"The trading of the preference rights referred to in art.1 of the AGEA Resolution no.4/21.03.2022, their trading to be carried out on the same regulated market on which the securities to which they refer are traded, in compliance with the specific market regulations";

- to reject the proposal of the significant shareholder Dumitrescu Andrei Sebastian, with the following content:

"To extend the deadline for carrying out the procedure for increasing the share capital of the Company OIL TERMINAL SA Constanta by a minimum of 60 working days or by a longer period necessary to implement and carry out the trading of preference rights provided for in the previous article";

- rejection of the proposal of the significant shareholder Dumitrescu Andrei Sebastian, with the following content:

"Empowering the Board of Directors to carry out all and any formalities for the implementation of the resolution of the EGM including but not limited to the following:

a) approval of the amendment to the Proposed Prospectus;

b) the follow-up and coordination of the actions for the approval of the amendment of the Proposed Prospectus by the ASF and its publication;

c) the conduct of the offer (establishing and approving the procedure for the trading of pre-emptive rights, establishing and approving the subscription procedure, the date, place and method of payment, the manner in which the subscriptions made are analysed and validated, the adoption of measures with regard to unsubscribed shares, and any other necessary measures)".

VIII. By Decision No.20, the Administrative Board meeting on 10.03.2023 considered the following:

- The provisions of the EGSM Resolution no.4/21.03.2022 of OIL TERMINAL SA, regarding the increase of the share capital by contribution in kind and in cash up to the maximum amount of 382,910,843 lei by issuing a maximum of 3,829,108,430 new shares with a nominal value of 0.10 lei/share, at the issue price of 0.10 lei/share, the right of subscription can be manifested according to the prospectus;

- The fact that the share capital increase established in accordance with the law and the AGEA Decision no.4/21.03.2022 ended on 08.03.2023, the date established by FSA Decision no.46/17.01.2023;

- The fact that 2,283,000,282 shares, with a nominal value of 0.1 lei/share, were subscribed by the Romanian State through the MINISTRY OF ENERGY, for a total value of 228,300,028.20 lei, representing the value of the land for which certificates of ownership were issued, established by the valuation report no.155/2021 drawn up by Mapps - Master Appraisal SRL, J40/7308/2004, CUI 16400917, namely:

i. land with an area of 254.261,325 sqm, located in Constanta county, Caraiman street no.2, registered in CF no.215416 kept by OCPI, with cadastral number 215416, according to the certificate of attestation of the right of ownership of land series M03 no.11703/02.02.2011, and

ii. land with an area of 129.334,70 sqm located in Constanța county, Caraiman street no.2, registered in CF no.215382 kept by OCPI, with cadastral number 215382, according to the land ownership certificate series M03 no.11704/02.02.2011.

- The fact that, according to the subscription applications issued and filed at the Intermediary's registered office, as well as the subscriptions made through the Central Depository, by 08.03.2023, 12:00 noon, 131,746,597 shares were subscribed for, at the nominal value of 0.10 lei/share, representing the amount of 13,174,659.70 lei, at the subscription value of 0.10 lei/share;

- The fact that, according to the cash receipts from the accounts of the capital increase, the amount of 13,174,659.70 lei was paid into the accounts of OIL TERMINAL SA;

- The Board of Directors was mandated by the EGSM Resolution no.4/21.03.2022 to order the necessary measures to ascertain the number of new shares that have been subscribed, to cancel the remaining unsubscribed shares, to determine the amount by which the share capital is increased, to amend the Constitutive Act of the company in accordance with the new amount of the share capital and the new structure of its shareholding, to carry out the necessary formalities with the competent institutions (ORC, FSA, BVB, DC) in order to register the share capital increase.

By Decision no.20/10.03.2023 the Management Board decided the following:

- Art.1. The results of the share capital increase operation of OIL TERMINAL SA are validated and approved according to the subscriptions made. During the capital increase operation, a total of 2,414,746,879 new shares were subscribed in kind and in cash, at a subscription price of 0.10 lei/share, the total amount subscribed being 241,474,687.90 lei.

- Art.2. The capital increase operation was successfully completed on 08.03.2023, with 63.06% of the total securities offered to the public for subscription. The exact amount by which the share capital is increased by contribution in kind is 228,300,028.20 lei, i.e. 2,283,000,282 shares with a nominal value of 0.10/share. The exact amount by which the share capital is increased by cash contribution is 13,174,659.70 lei, i.e. a number of 131,746,597 shares with a subscription value of 0.10 lei/share.

- Art.3. The final results of the subscription, in order to increase the share capital of the company, by contribution in kind and in cash, from the initial amount of 58,243,025.30 lei to the amount of 299,717,713.20 lei, are approved, with the amount of 241,474,687.90 lei, representing a number of 2,414,746,879 new shares,

with a nominal value of 0.10 lei/share. In accordance with the provisions of the EGSM Decision no.4/21.03.2022, a number of 1,414,361,551 shares, remaining unsubscribed, out of the total of 3,829,108,430 shares issued to increase the share capital, are cancelled.

- Art.4. The drafting of the updated version of the Constitutive Act and the filing with the Commercial Registry Office with the amendment of Article 7 of the Constitutive Act of OIL TERMINAL SA with the following text is approved:

(1) The company OIL TERMINAL is a joint-stock company, of open type.

(2) The share capital of RON 299,717,713.20 divided into 2,997,177,132 registered shares with a nominal value of 0.10 lei each and is fully subscribed and paid up by the shareholders (contribution in kind - 286,543,053.50 lei; contribution in cash - 13,174,659.70 lei).

(3) The structure of the shareholding and capital is:

- Art.5. Mr. CRISTIAN-FLORIN GHEORGHE, as Chairman of the Board of Directors of OIL TERMINAL SA, is hereby empowered to sign the updated Constitutive Act.

- Art.6. Mr. VIOREL SORIN CIUTUREANU, as General Manager of OIL TERMINAL SA, is hereby empowered to handle any and all formalities necessary to meet all legal requirements in connection with the decisions adopted by the Board of Directors, including but not limited to, signing the report on the subscription of shares, to file, sign, take over documents on behalf of the company, in relations with the Trade Register Office, BVB, ASF, Central Depository. In order to carry out his duties, Mr. VIOREL SORIN CIUTUREANU may substitute another person.

- Art.7. As of this date, any provision contrary to this decision shall cease to apply.

- Art.8. The functional departments of the company shall be responsible for the implementation of this decision.

The Decision of the Administrative Board no.20/10.03.2023 is accompanied by the Annex:

Report on share subscriptions and payments made in the increase of the share capital of Oil Terminal SA.

IX. By Decision no.6522 delivered on 14.03.2023 by the Ministry of Justice - National Trade Registry Office - Trade Registry Office of the Court of Constanta orders:

            Admit the application registered under no.18584 dated 13.03.2023 having as object: share capital; number of shares; Filing of updated memorandum of association (art.204 of Law no.31 /1990) according to the act Updated memorandum of association number 241 dated: 10.03.2023, Other mentions according to the act Decision of the Board of Directors number 20 dated: 10.03.2023, modification of the data of shareholders legal persons; list of shareholders, according to the data of: Decision of the Board of Directors number 20 dated 10.03.2023; submission of the updated memorandum of association.

            Orders the publication of this decision in the Electronic Bulletin of the Trade Register.

            Orders the publication in the Official Gazette of Romania, Part IV, of the following acts: Decision of the Board of Directors no.20 of 10.03.2023 and the notification on the filing with the Trade Register Office of the updated memorandum of association.

            Enforceable.

            With the right to lodge a complaint, within 10 days, with the Court of Constanta under the terms of Articles 112 and 113 of Law No 265/2022 on the Trade Register and for the amendment and completion of other regulatory acts affecting registration in the Trade Register.

Pronounced on: 14.03.2023.

X. The Board of Directors of the Company, meeting on 15.03.2023 convened the Extraordinary General Meeting of Shareholders on 18.04.2023, with the following agenda:

1. Approval of the Report on the increase of the share capital of the company Oil Terminal.

2. Approval of the update of article 7 of the Constitutive Act of Oil Terminal S.A., following the completion of the share capital increase operations, as follows: