Lion Capital S.a.BVB: LION

Preliminary Financial Results as of December 31, 2025

· Issued by Lion Capital S.A.


PRELIMINARYFINANCIALRESULTS

0

- AS OF DECEMBER 31, 2025 -

CONTENTS



1 COMPANY PRESENTATION 2

2

STATEMENT OF MAIN ITEMS OF THE FINANCIAL POSITION AND THE PRELIMINARY RESULTS AS OF DECEMBER 31, 2025 3 ANNEXES

4

ANNEX 1 Separate Statement of Profit or Loss and Other Comprehensive Income as of December 31, 2025

(preliminary unaudited)

5

ANNEX 2 Separate Statement of Financial Position as of December 31, 2025

(preliminary unaudited)

c

ANNEX 3 Statement of Changes in Equity as of December 31, 2025

(preliminary unaudited)

8

ANNEX 4 Cash Flow Statement as of December 31, 2025



(preliminary unaudited)

This report presents the preliminary unaudited financial results of Lion Capital as of December 31, 2025, prepared in compliance to the Norm 3S/2015 issued by the Financial Supervisory Authority (ASF).

The financial results presented herein are preliminary and subject to subsequent adjustments.



1. COMPANY PRESENTATION



COMPANY NAME Lion Capital S.A. (hereinafter referred to as "Lion Capital", "The Fund" or "the Company"

COMPANY TYPE ▪ joint stock company, Romanian legal entity with private capital

  • established as a self-managed investment company, authorized by the Financial

    Supervisory Authority as Alternative Investment Fund Manager (AIFM) - Authorization no. 78 / 09.03.2018, and as closed-ended alternative investment fund, diversified,

    addressed to retail investors (AIFRI) - Authorization no. 130 / 01.07.2021

    SHARE CAPITAL ▪ RON 50,751,005.60 - subscribed and paid-up capital

  • 507,510,056 shares issued; 506,410,056 outstanding as of December 31, 2025

  • RON 0.10 per share nominal value

    REGISTRATIONS ▪ Number in Trade Register J1992001898023

  • Tax Identification Code RO 2761040

  • Number in ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018

  • Number in ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021

  • Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274

MAIN ACTIVITY The main activity of Lion Capital, according to NACE (National Classification of Economic Activities) is financial intermediation, except for insurance and pension funds activities (NACE code 64).

The main business activity is Other financial Intermediation n.e.c.,

except for insurance and pension funds activities, NACE code 6499, as follows:

  1. portfolio management;

  2. risk management;

  3. other activities carried out within the collective management of an investment fund, allowed by the legislation in force, such as:

    1. entity administration: legal and accounting services for the company, investor information requests, asset valuation, tax reclaim, regulatory compliance monitoring, keeping the register of participation securities holders, income distribution, issuance and redemption of participation securities, settlement of transactions, including certificate issuance, and record-keeping;

    2. distribution;

    3. activities related to AIF assets: services necessary for fulfilling the duties of AIFM management, infrastructure management, real estate asset management, advisory services related to capital structure, industrial strategy and related matters, consultancy and services for mergers and acquisitions of entities, as well as other services related to the management of AIFs and of companies and other assets in which the AIF has invested.

TRADING MARKET The company is listed since November 1, 1999, on the regulated market of Bucharest Stock Exchange (BVB or BSE) - Premium category

symbol LION (since May 15, 2023, previously: SIF1)

FINANCIAL AUDITOR Deloitte Audit S.R.L. DEPOSITARY BANK Banca Comercială Română (BCR) SHARES AND SHAREHOLDERS'

REGISTER Depozitarul Central S.A. Bucharest

REGISTERED OFFICE Arad, 35A Calea Victoriei, 310158, Romania

TEL +40257 304 438 FAX +40257 250 165

EMAIL office@lion-capital.ro WEB https://www.lion-capital.ro

BRANCH Lion Capital Arad-Bucharest Branch-Rahmaninov

46-48 S. V. Rahmaninov Str., 3rd floor, sector 2, 020199, Bucharest

2. STATEMENT OF MAIN ITEMS OF THE FINANCIAL POSITION AND THE PRELIMINARY RESULTS AS OF DECEMBER 31, 2025

Lion Capital closed the 2025 financial year with a solid financial position and a net profit that significantly exceeded the level set out in the approved income and expenses budget, notwithstanding an economic environment characterised by heightened volatility and difficult-to-forecast macroeconomic developments. Portfolio management throughout the year was conducted in a complex investment landscape shaped by elevated interest rates, geopolitical uncertainty and pronounced fluctuations in the capital markets. These conditions required the adoption of a prudent yet flexible strategy, focused both on safeguarding asset value and on capturing opportunities arising from market dynamics. The results achieved confirm the robustness of the Company's investment policies and its ability to swiftly recalibrate tactical directions in order to maintain an optimal balance between risk and return.

Against this backdrop, and in line with its investment strategy, Lion Capital pursued the optimisation of its portfolio structure by reallocating capital towards assets and financial instruments capable of delivering favourable performance in an environment marked by cost pressures and shifting financial dynamics. At the same time, the Company continued its restructuring process by reducing minority holdings that are not aligned with the Fund's strategic priorities. In parallel, it maintained active management of its majority holdings, with a focus on business development, operational performance enhancement and long-term value creation.

According to the preliminary financial statements, Lion Capital's total assets amounted to RON 6,038m as of December 31, 2025, representing an increase of 24.7% compared to the year-end 2024 level.

The Company implemented an active investment policy during 2025, undertaking significant acquisitions both through direct purchases of shares listed on the Bucharest Stock Exchange and by financing acquisitions carried out by Lion Capital subsidiaries within the real estate segment.

During 2025, the Company recorded dividend income of RON 198m, slightly above the level recorded in 2024. Interest income increased significantly year-on-year, driven by the diversification of interest-bearing assets (including the granting of variable-rate loans to subsidiaries), holdings of interest-bearing bonds and government securities, as well as the accelerated rise in interest rates obtained on RON and EUR denominated bank deposits.

Net gain on investment amounted to RON 265m, primarily reflecting the fair value measurement of financial assets recognised at fair value through profit or loss (FVTPL), (e.g. listed and unlisted shares (subsidiaries and associates, and fund units). The upward performance in 2025 of the principal unlisted companies included in this category had a positive impact on this line item, while the favourable evolution in the fair value of fund units further supported the overall result.

Total expenses as of December 31, 2025, were slightly above those recorded in the corresponding period of 2024. The increase in fee expenses is also attributable to the higher net asset value of the Company, which serves as the basis for calculating certain fees, exceeding the level recorded in the previous year.

Net profit as of December 31, 2025, amounting to RON 471m was primarily driven by dividend income, interest income and gains recognised on financial assets measured at fair value through profit or loss (FVTPL).

Total comprehensive income as of December 31, 2025, amounting to RON 1,091m, reflects the fair value impact of the portfolio of financial assets classified as FVTOCI (fair value through other comprehensive income), primarily equity holdings in the financial and banking sector.

Annex 1

Separate Statement of Profit or Loss and Other Comprehensive Income

- preliminary unaudited -

in RON

Dec. 31, 2025

Dec. 31, 2024

Revenues

Dividend income

197,609,580

194,431,012

Interest income (related to assets at amortized cost)

64,875,106

30,356,102

Interest income (related to assets at fair value through profit or loss)

1,401,262

4,193,213

Other financial income

165,000

445,500

Other operating income

156,908

216,522

Gain/(Loss) on investment

Gain / (Loss) on investment property

(1,176,025)

4,275

Gain / (Loss) on foreign exchange differences

4,568,637

(76,045)

Gain / (Loss) on financial assets at fair value through profit or loss

264,687,327

(20,600,123)

Expenses

Commissions, fees, and charges

(6,540,405)

(5,768,681)

Other operating expenses

(27,023,800)

(26,964,387)

Profit before tax

4G8,723,58G

176,237,38G

Income tax

(27,841,324)

(14,502,738)

Net profit for the period

470,882,265

161,734,652

Other comprehensive income

Amounts that are or may be transferred to retained earnings

Change in fair value of shares measured through other comprehensive income

723,873,587

382,638,911

Change in revaluation reserve related to property, plant and equipment

-

1,346,726

Adjustment arising from correction of prior period errors

(2,450,000)

(32,848)

The effect of income tax on items above

(100,949,879)

(47,354,773)

Other comprehensive income

620,473,708

336,115,G62

Total comprehensive income for the period

1,0G1,355,G73

4G7,850,614

Earnings per share

Basic

0.9281

0.3192

Diluted

0.9281

0.3192

Bogdan-Alexandru Drăgoi

Chairman and CEO

Bogdan-Victor Dușu

CFO

Annex 2

Separate Statement of Financial Position

- preliminary unaudited -

in RON

December 31, 2025

December 31, 2024

Assets

Cash and cash equivalents

711,319,033

612,916,069

Other financial assets

41,491,372

32,521,102

Other assets

247,832

354,629

Financial assets at fair value through profit and loss

1,778,544,726

1,732,319,946

Financial assets at fair value through other comprehensive income (shares)

3,339,746,096

2,442,917,696

Financial assets measured at amortized cost

149,205,624

1,257,518

Assets representing rights of use of underlying assets in a leasing contract

2,016,752

2,243,002

Investment property

10,737,442

11,913,467

Tangible assets

4,745,275

5,052,041

Total assets

6,038,054,152

4,841,4G5,470

Liabilities

Dividends payable

36,989

9,816,739

Other financial liabilities

6,119,661

2,898,559

Other liabilities and deferred revenues

20,858

2,129,455

Debts from leasing contracts

2,126,955

2,247,505

Deferred income tax

333,046,993

230,787,752

Total liabilities

341,351,456

247,880,00G

Equity

Share capital

50,751,006

50,751,006

Treasury shares

(3,850,000)

(7,221,000)

Loss on repurchase of own shares

(112,041)

(151,959)

Benefits granted in equity instruments

1,501,867

2,399,100

Other reserves

2,287,774,397

2,116,822,166

Reserves from revaluation of tangible assets

2,523,295

2,523,295

Legal reserves

10,150,201

10,150,201

Revaluation reserve related to financial assets designated at fair value through other

comprehensive income

2,054,659,945

1,434,541,708

Retained earnings

1,293,304,027

983,800,944

Total equity

5,6G6,702,6G6

4,5G3,615,461

Total liabilities and equity

6,038,054,152

4,841,4G5,470

Bogdan-Alexandru Drăgoi

Chairman and CEO

Bogdan-Victor Dușu

CFO

Annex 3

Statement of Changes in Equity

- preliminary unaudited -

in RON

Share capital

Treasury shares

Loss on the Legal Revaluation reserve repurchase of reserves related to financial

Reserves from revaluation of

Benefits granted in equity instruments

Other reserves

Retained Total

earnings

own shares assets designated at fair

tangible assets

value through other

comprehensive income

(FVOCI)

50,751,006

(7,221,000)

(151,G5G)

10,150,201

1,434,541,708

2,523,2G5

2,3GG,100

2,116,822,166

G83,800,G44

4,5G3,615,461

-

-

-

-

-

-

-

-

470,882,265

470,882,265

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(2,330,186)

-

-

-

-

-

-

-

2,330,186

(2,450,000)

-

(2,450,000)

Balance on January 1, 2025

Profit for the period

Revaluation reserve related to financial assets transferred to profit or loss

Revaluation reserve related to financial assets transferred to retained earnings

Retained earnings adjustment - correction of prior period errors

Change of reserve

-

-

-

-

723,873,587

-

-

-

-

723,873,587

Revaluation of tangible assets

-

-

-

-

-

-

-

-

-

-

Related deferred tax

- -

-

- (101,425,163)

- -

-

475,284

(100,949,879)

Total comprehensive income for the period

- -

-

- 620,118,238

- -

-

471,237,734

1,0G1,355,G73

Other reserves - own sources

- -

-

- -

- -

161,734,651

(161,734,651)

-

Payable dividends

- -

-

- -

- -

-

-

Lapsed dividends

- -

-

- -

- -

9,734,038

-

9,734,038

Change in benefits granted

- 7,221,000

-

- -

- (897,233)

(516,459)

-

5,807,308

Repurchase of own shares

- (3,850,000)

31,973

- -

- -

-

-

(3,810,083)

-

-

-

-

-

-

-

-

-

-

3,371,000

(112,041)

-

-

-

(8G7,233)

170,G52,230 (161,734,651)

11,731,263

50,751,006

(3,850,000)

(112,041)

10,150,201

2,054,65G,G45

2,523,2G5

1,501,867

2,287,774,3G7 1,2G3,304,027

5,6G6,702,6G6

Cancellation of treasury shares

Total transactions with shareholders recognized directly in equity

Balance on December 31, 2025

Statement of Changes in Equity

- preliminary unaudited -

in RON Share capital Treasury

Loss on the

Legal

Revaluation reserve

Reserves from

Benefits granted in

Other reserves

Retained Total

shares

repurchase of

reserves

related to financial

revaluation of

equity instruments

earnings

own shares

assets designated at fair

tangible assets

value through other

comprehensive income

(FVOCI)

50,751,006

(2,4G4,800)

(31,G73)

10,150,201

1,0G5,404,G08

1,176,56G

2,15G,850

1,6GG,567,034

1,243,688,G88

4,100,371,784

-

-

-

-

-

-

-

-

161,734,652

161,734,652

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

3,922,447

-

-

-

-

-

-

-

3,922,447

(32,848)

-

(32,848)

-

-

-

-

382,638,911

-

-

-

-

382,638,911

-

-

-

-

-

1,346,726

-

-

-

1,346,726

-

-

-

-

(47,424,558)

-

-

-

(412,269)

(47,354,773)

-

-

-

-

33G,136,7GG

1,346,726

-

-

157,84G,142

4G7,850,614

-

-

-

-

-

-

-

417,255,132

(417,255,132)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2,494,800

-

-

-

-

239,250

-

-

2,734,050

-

(7,221,000)

(151,959)

-

-

-

-

-

-

(7,372,959)

-

-

31,973

-

-

-

-

-

31,973

-

(4,726,200)

(11G,G86)

-

-

-

23G,250

417,255,132

(417,255,132)

(4,606,G36)

50,751,006

(7,221,000)

(151,G5G)

10,150,201

1,434,541,708

2,523,2G5

2,3GG,100

2,116,822,166

G83,800,G44

4,5G3,615,461

Balance on January 1, 2024

Profit for the period

Revaluation reserve related to financial assets transferred to profit or loss

Revaluation reserve related to financial assets transferred to retained earnings

Retained earnings adjustment - correction of prior period errors

Change of reserve Revaluation of tangible assets Related deferred tax

Total comprehensive income for the period

Other reserves - own sources Payable dividends

Lapsed dividends

Change in benefits granted Repurchase of own shares Cancellation of treasury shares

Total transactions with shareholders

recognized directly in equity Balance on December 31, 2024

LION CAPITAL • PRELIMINARY FINANCIAL RESULTS AS OF DECEMBER 31, 2025

Annex 4

Cash Flow Statement

- preliminary unaudited -

in RON

Dec. 31, 2025

Dec. 31, 2024

Operating activities

Net profit for the period

470,882,265

161,734,652

Adjustments for:

Depreciation of tangible and intangible assets

645,978

554,389

(Gain)/Loss from disposal of tangible assets

(28)

(90,876)

(Gain)/Loss from valuation/sale of investment property

1,176,025

(4,275)

(Gain)/Loss from financial assets at fair value through profit and loss

(264,687,327)

20,600,123

Dividend income

(197,609,580)

(194,431,012)

Interest income

(66,276,368)

(34,549,315)

Interest expense on liability from leasing contract

127,827

17,297

Expense with / (income from) exchange rate differences assets / financial liabilities and other income/expenses

(3,793,249)

76,045

Benefits granted in equity instruments

3,674,267

3,179,550

Income tax

27,841,423

14,502,738

Changes in operating assets and liabilities

Change in other assets (claims, etc.)

(671,689)

121,200

Change in other financial liabilities

286,118

1,642,201

Income tax paid

(7,735,394)

(14,170,2870

Net cash used in operating activities

(36,13G,832)

(40,817,572)

Investment activities

Payments for acquisition of financial assets measured at fair value through other comprehensive income (shares, bonds)

Proceeds from sales of financial assets measured at fair value through other comprehensive income (shares, bonds)

(254,255,312) (83,373,322)

41,300,509 426,359

(Placements) / Proceeds from bank deposits with term greater than three months - -

Proceeds from sale / repurchase of assets at fair value through profit or loss account (fund units, bonds, shares)

282,084,607 230,699,399

Payments for purchase of assets at fair value through profit or loss account (fund units, bonds, shares, loan)

(34,999,978)

(111,024,212)

Payments for the acquisition of assets at amortized cost

(586,549,832)

(1,242,744)

Proceeds from assets at amortized cost (govt. securities, bonds)

445,498,567

-

Proceeds from sale of tangible assets and investment property

12,729

2,090,358

Payments for purchases of tangible assets

(89,870)

(428,356)

Dividends collected

181,661,235

185,679,001

Interest collected

64,071,688

29,750,622

Net cash from investment activities

138,734,341

251,862,8G1

Financing activities

Payments related to leasing contract

(306,196)

(274,831)

Dividends paid

(35,350)

(70,118)

Share buyback

(3,850,000)

(7,313,032)

Net cash used in financing activities

(4,1G1,546)

(7,657,G80)

Net increase / (decrease) in cash and cash equivalents

G8,402,G63

204,101,552

Cash and cash equivalents on January 1

612,G16,06G

408,814,516

Cash and cash equivalents on December 31

711,31G,033

612,G16,06G

Bogdan-Alexandru Drăgoi

Chairman and CEO

Bogdan-Victor Dușu

CFO

8