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SOCIETATEA OIL TERMINAL SA

ANNUAL REPORT

For year completed on 31.12.2016, issued according to national agency for

securities’ Regulation no. 1/2006

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THE BOARD OF DIRECTORS’ REPORT

of Societatea OIL TERMINAL S.A. Constanta

for financial year 2016

Yearly report according to: Law no. 297/2004 regarding the capital market and annex

32 of CNVM Regulation no.1/2006 regarding the issuers and securities operations

Financial year Year 2016 Report date 09 March 2017

Commercial company name OIL TERMINAL S.A. Social headquarter No. 2, Caraiman str., CONSTANTA, ROMANIA Phone/fax number 0040 241 702600 / 0040 241 694833 E-mail / Internet Office@oil-terminal.com/www.oil-terminal.com

Unic registering code at the Coomerce Registrar Office

2410163

Order number at the Commerce Registrar J/13/512/1991 The regulated market on which the issued

securities are traded Bucharest Stock Exchange (wwwbvb.ro)

Standard class The subscribed and paid social capital 58,243,025.30 Lei

Regulated market on which issued securities are traded

Bucharest Stock Exchange (www.bvb.ro), Standard rank

The main characteristics of the securities issued

by the commercial company

582,430,253 shares with a nominal value of 0.10 lei,

nominative, indivisible, with equal voting right, freely

traded in Bucharest Stock Exchange under symbol OIL on

30.01.1998

Applicable accountant regulations MFP’ order no.2844/2016 for Accountant regulations

approval according to International standards of financial

report

Audit Individual annual financial situations issued on 31.12.2016 are audited

Report currency Romanial leu (RON) –all amounts are presented in RON, if

not mentioned otherwise

I. PERFORMANCES AND IMPORTANT EVENTS

1.1 Company’ performances The company’ operational and financial performances in 2016, comparing to 2015 are as follows:

EBIT increased by 84.3% in 2016, from the amount of 10.8 mill. Le8i to 19.9 mill.lei

EBITDA incresed by 10% in 2016 from 29.1 mill. Lei to 32.0 mill.lei

EPS (net profit/share) is 0.027659 lei/share, with a decrease of 12.95% comparing to

0.031772 lei/share recorded in 2015

The achieved turnover increases by 16.1% in 2016, from 138.3 mill.lei to 160.6 mill.lei

Operational results The supplies physical program achieved in the period 2013-2016, on petroleum and petrochemical products:

Products 2016 2015 2014 2013

Crude oil (thousand tons)

3,038

2,918

2,473

1,745

Gasoline (thousand tons)

867

892

676

600

Gas oil (thousand tons)

1,273

970

804

705

Fuel oil (thousand tons)

295

248

294

384 Chemical products (thousand

tons)

462

402

955

670

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VAT to be paid 6.3 mil.lei Oil royalty 6.8 mill.lei Taxation on salary and related contributions 26.9 mill.lei Profit taxation 4.1 mill.lei Other taxations and taxes 3,8 mill. lei

Total 5,935 5,430 5,202 4,104

Financial results

Indicators

Achieved

31.12.2016

(mil.lei)

Achieved

31.12.2015

(mil.lei)

2016/2015

( ▲/ ▼% )

Net turnover 160.6 138.3 ▲ 16.1%

Revenues from operation 161.4 139.0 ▲ 16.1%

Operation expenses 141.0 129.0 ▲ 9.3%

Operational profit 20.4 10.0 ▲ 1 0 4%

Financial revenues 0.9 1.7 ▼ 47.1%

Financial expenses 1.8 1.6 ▲ 12.5%

Financial result (0.9) 0.10

Total revenues 162.3 140.7 ▲ 15.3%

Total expenses 142.8 130.6 ▲ 9.3%

Gross profit 19.5 10.1 ▲ 93.1%

Net profit 15.4 5.9 ▲ 161.0%

EBITDA 32.0 29.1 ▲ 10.0%

Net profit/share-EPS (lei/share) 0.027659 0.031772 ▼ 12.9%

Gross margin from sales (gross profit/turnover) x 100 (%)

12.1

7.4

▲ 63.5%

Contributions to the state consolidated budget

The total amounts due to the state budget in 2016, VATincluded are in an amount of 47.9 mil.lei, from

which the most important are represented by:

Investments The investment program had in view:

Continuation of works for gas oil bunkerage metering facilities upgrading in jetties 70 and 75;

Continuation of works for shoretanks’ upgrading in storage farm South Storage Farm by

upgrading shoretank R22;

Investments works on the fixed assets and facilities in Oil Terminal

By the value plan regarding the investments on 31.12.2016 (Annex to the Budget of revenues snd

expenses), approved according to the Shareholders General Ordinary Assembly’ decision

no1/28.03.2016, the company scheduled investments in an amount of 10.32 mil. lei and achieved

13.11 mil. lei, by 27% more. The value of fixed assets put in work in the reporting period was 18.3 mil. lei.

Important events

During the financial year 2016

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By the Board of Directors’ decision no.28/29.05.2015, the Board of Directors settled the

structure of the advisory committees thar ran inside the Board of Directors in period May

2015-March 2016

Nomination and Remuneration Committee:

Audit Committee:

Cristian Florin Gheorghe – chairman

Matei Dumitru – member

SC STAAR RATING SRL – by representative,

Dan Cristian Bărbulescu – member

Matei Dumitru – chairman

Toma Bogdan Costreie – member

SC STAAR RATING SRL – by

representative,

Dan Cristian Bărbulescu – member

Dan Păun – member

Elena Daniela David – member

Advisory Committee for Strategy and Development: Dan Păun – chairman Cristian Florin Gheorghe – member

Elena Daniela David – member

Toma Bogdan Costreie – member

28 March 2016

By the Shareholders General Ordinary Assembly’ decision no. 1/28.03.2016, the Budget of

revenues and expenses for 2016 was approved

By the Shareholders General Ordinary Assembly’ decision no.2/28.03.2016, the followings

were adopted:

- the appointment of Societatea Oil Terminal SA’ Board of Directors, by cumulative voting

method, with the following structure: - Costreie Toma Bogdan

- Grigorescu Cătălin Constantin - Tănase Iulia Gabriela

- Codescu Dan

- Ghiță Bogdan Valentin - SC STAAR Rating SRL

- Matei Dumitru

- the lawfully ceasing of the manager’ mandate reported to provisions of art.124 chapter IV

section I of CNVM Regulation no.1/2006 for the following managers:

- Crișan Daniel Marius

- Gheorghe Cristian Florin - David Daniela Elena

- Păun Dan

- approval of settling of Societatea Oil Terminal’ Board of Directors’ members’ indemnities

not to exceed the average of the last 12 months of the monthly gross average salarial earning

in the field the company runs its activity, communicated by the National Statistics Institute

previous the appointment, only if complying with the provisions of the Budget of Revenues

and Expenses approved for 2016

15 April 2016

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- By the Board of Directors’ decision no.38/15.04.2016, the Board of Directors settled the

settled the structure of the advisory committees thar ran inside the Board of Directors in

period April 2016-10.10.2016*

Audit Committee:

CODESCU Dan – chairman

MATEI Dumitru – member

SC STAAR RATING SRL – by representative,

GRIGORESCU Catalin Constantin – member

Nomination and remuneration Committee:

GRIGORESCU Catalin Constantin –

chairman

GHITA Valentin Bogdan – member

TANASE Iulia Gabriela – member

MATEI Dumitru – member

SC STAAR RATING SRL – by

representative,

Dan Cristian Bărbulescu – member

Advisory Committee for Strategy and Development: TANASE Iulia Gabriela – chairman

GHITA Valentin Bogdan – member CODESCU Dan – member

*Note: on 30.05./2016, Mr. manager Dan Codescu, appointed by Societatea’ the Shareholders General Ordinary Assembly’

decision no.3/27.04.2016, dismissed from the position of the Board of Directors’ member since 01.06.2016, due to personal

reasons

27April 2016 By the Shareholders General Ordinary Assembly’ decision no.3/27.04.2016 the followings

were adopted:

- approval of the financial situations for 2015, issued according to International Standards

of Financial Report (IFRS), containing: financial situation position, overall result situation, own capitals alterations situation, cash flows situation, notes of financial situations, according to the Board of Directors’ report and the Report of the independent

financial auditor.

- approval of managers’ administration discharge for the activity held in the financial year of

2015;

- approval of the Annual Report of financial year on 31.12.2015, issued according to

CNVM Regulation 1/2006.

- approval of the proposal of net profit distribution for 2015 in an amount of 6,484,474.81 lei as

follows:

Legal reserve: 539,045 lei

Other reserves representing fiscal facilities provided by law 237,780 lei

Employees participation to profit: 570,765 lei

Dividends due to shareholders: 2,853,825 lei

Own financing source: 2,283,059.81 lei

- rejection of Fondul Proprietatea’ proposal to settle the gross dividend per share for 2015 as

0.00881974242 lei/share.

- approval of the settling of gross dividend per share for 2015 as being 0.00489985 lei/share. It settles

the payment term of 60 days according to provisions pf art. 1 paragraph (3) of Government Ordinance

no.64/2001 regarding the profit’ distribution in national, commercial companies with fully or state

major capital, with further alterations and additions ‘’the companies in which the state or an

administrative territorial entity is an unique, major shareholder or in which it has control to give the dividends due to shareholders in a term of 60

days since the term stipulated by law for the annual financial situations deposit’’. The details regarding

the payment methods, agent and the supporting documents will be communicated to shareholders

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before the Payment date by a press bulletin and will be presented to Bucharest Stock Exchange and to

Financial Survey Authority by a current report.

- approval of the date 03.06.2016 as dividends payment date according to art.2 letter g) of Regulation 6/2009 and art. 129/3 of Regulation 1/2006.

- approval of the management contract framework for the Board of Directors’ members, appointed by

AGOA’ decision no.2/28.03.2016 in the form and content proposed by the Ministry of Energy.

16 June 2016 By the Board of Directors’ decision no.49/16.06.2016, Mr. Stanescu Nicolae Bogdan Codrut was

appointed interim manager in the vacancy after the dismissal of Mr. Dan Codescu, until the the Shareholders General Ordinary’ meeting

26 July 2016 Societatea OIL TERMINAL SA’ Board of Directors rejected the request submitted by Broadhurst

Investments Ltd., as the company’ shareholder, with a percentage of 7.63% of the social capital, by

which it asks for the addition, of the following content:

10. Approval of liability action against the company’ general director and managers, for the company’

impairment for their actions, by breaking law, as follows:

Capital market manipulation, on which the shares issued by the company are trade, by forging

the preliminary financial situations for the financial year 2015

Approval that, losses recorded from the company’ contracts concluded with clients in

insolvency: Oil Prod, Oltchim, Interagro, are taken as fiscally nondeductible costs in the

financial situations for 2015 and those for trimester I 2016.

Conclusion of the Collective Labour Contract, without the Board of Directors’ previous

approval or by Budget of revenues and expenditures’ alteration, by the shareholders general

assembly, fact that impaired the company by reducing the profits in semester III and semester

IV of 2015, by about 4 million euros.

Illegal extension of the company’ General Director’ mandate for a period of 4 years

Approval of a public acquisitions regulation without applying Law no.99/2016 regarding the

sectorial acquisitions without applying Law no.99/.2016 regarding the sectorial acquisitions

and of EGO no.34/2006 regarding the public acquisitions, although Oil Terminal SA is a company major owned by the Romanian State

Under evaluation of the company’ fields of the social capital, by 10 times, comparing to the

non included fields value in the social capital.

Under evaluation in the accountancy of the intangible assets of the oil lease agreement at 3

million lei, comparing to an yearly revenue of 1.5 million

Approval to diminish incorrectly in accountancy the intangible assets amortization and the

service supply under the real costs

Postponing to put in execution the liability action approved by the shareholders general

assembly in 2012 against the company’ directors for the damages found by ANAF Constanta.

11. Approval of recovering from the responsible persons, of OIL TERMINAL SA’ losses of the

period 2010-2014, generated by the diminishing of the market share, following EGOno.54/2010’

application, regarding some measures for the tax evasion combat, ordinance found illegal by the

European Commission and generated by services supplies under costs to private clients, for ANRM

regulated tariffs, representing an illegal state support.’’

11 August 2016 By the Shareholders General Ordinary Assembly’ decision no.4/11.08.2016 the followings were

adopted: - it approves the resignation of Mr. Dan Codescu as manager, further his dismissal; - it appoints Mrs. Moise Nicoleta Mariana as manager for the vacancy;

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- it approves the management contract for the new appointed manager;

- it approves the guarantees related to the credit line in an amount of 5,000,000 lei for a 12-year

period.

10 October 2016

By the Shareholders General Ordinary Assembly’ decision no.5/10.10.2016 the followings were

adopted:

- it rejects the liability action start versus the company’ general director and managers, for the

company’ prejudice following their operations, breaking the legal provisions, as follows:

- capital market manipulation, on which the shares issued by the company, are traded, by

forging the preliminary financial situations for the financial year 2015

- approval for the losses, recorded in the company’ contracts with clients in insolvency: Oil

Prod, Oltchim, Interagro, to be taken as fiscally nondeductible costs in the financial situations

for 2015 and those for trimester I 2016.

- Conclusion of the Labor Collective Contract, without the previous approval of the Board of

Directors or by the Budget of Revenues and Expenditures’ rectification by the shareholders general assembly, fact that brought prejudice to the company by reducing the profits of semester III and semester IV of 2015 by about 4 million euros.

- illegal extension of the mandate contract of the company’ General Director for a four-year

period

- approval of a public acquisitions regulation without applying Law no.99/2016 regarding the

sectorial acquisitions and of EGO no.34/2006 regarding the public acquisitions, although Oil Terminal SA is a company in the major Romanian State’ propriety.

- Under evaluation of the company’ fields of the social capital by 10 times, than the value of the

non included fields in the social capital.

- Under evaluation of the intangible assets of the oil leasing agreement to 3 million lei, than a

yearly got revenue of 1,5 million in accountancy

- Approval of incorrect diminishing of the intangible assets amortization and the services

supplies under real costs in accountancy

- Delay to put in practice the action of liability approved by the shareholders general assembly

of 2012 versus the company’ directors for the prejudices noticed by Constanta National

Agency of Fiscal Administration.

- It rejects the initiation of recovery from the responsible persons of OIL TERMINAL’ losses of

the period 2010-2014 generated by the market rate diminishing following the application of EGO no. 54/2010 regarding some measures for tax evasion combat, ordinance noticed illegal by the European Commission and generated by services supplies under costs to private clients, for the tariffs regulated by National Agency of Mineral Resources, representing an illegal state aid’’

- it approves the conclusion of consulting, legal assistance and representation in Court in the

shareholding field.

By the Shareholders General Extraordinary Assembly’ decision no.6/10.10.2016, the followings were

adopted:

- it approves the company’ social capital increase of 58,243,025.30 lei at the maximum value of

319,236,363.80 lei, by contribution in kind and in cash, in a maximum value of 260,993,338.5 lei, by

issuing a maximum number of 2,609,933,385 new registered, in a dematerialized form shares, with a

nominal value of 0,10 lei/share, from which:

a) contribution in kind – a number of 1,556,101,790 shares, with a nominal value of 0.10 lei, in a

total amount of 155,610,179 lei, representing the value of the fields for which, certificates of

the propriety right certification were issued, settled by the evaluation report

no.160524.1/24.05.2016, issued by Authorized Physical Person VERDES MIHAELA-

VIORICA, namely:

field in a surface of 254,261,324 sq.m., located in Constanta county, no.2, Caraiman str.,

recorded in Land Cadastre no.215416 held by the Office of Cadastre and Real Estate

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Advertising, with cadastre number 215416, according to the certificate of propriety right

certification on the fields series MO3 no.11703/02.02.2011, and

field in a surface of 129,334.70 sq.m. located in Constanta county, no.2, Caraiman str.,

recorded in Land Cadastre no.215382 held by the Office of Cadastre and Real Estate

Advertising, with cadastre number 215382, according to the certificate of propriety right

certification on the fields series MO3 no.11704/02.02.2011 b) contribution in cash – a maximum number of 1,053,832,595 shares, with a nominal value of

0.10 lei, in a total value of maximum 105,383,259.50 lei, to be submitted for subscription to

other shareholders in the preferential right, in view to hold the participations held in the social

capital of Oil Terminal, on the registering date.

- it approves the social capital increase at the shares nominal value, without the first issue, according

to disposals of art.12, paragraph 5¹ and 5² of Law no.137/2002 regarding some measures for the

privatization’ acceleration.

- Shareholders will be able to exercise their preferential rights in the term of 45 days since

the day mentioned in the proportional offer folder to be issued by the authorized intermediary. The preferential rights number is equal to the shares number recorded in the issuer’ register on the issuing date. A preferential right is equal to a share.

- The subscription rate is 4.811088909098. The real shares number to be able to be

subscribed by each shareholder in the preferential right exercising is determined by multiplying the subscription rate by the owned shares number. If whole number does not arise, the result rounds up or down until the nearest whole number.

-it approves the authorization of the Board of Directors to appoint an intermediary authorized by the

Financial Survey Authority, to issue the proportioned offer folder and to accomplish any and all the

legal recording, approval formalities of the folder, according to provisions of art.15 item 10 of CNVM

Regulation no.1/2006 regarding the issuers and operations of securities with further alterations and additions and of Regulation (EC) no.809/2004 – as it was added by Delegate Regulation (EU)

no.486/2012 of the Commission.

-it approves the authorization of the Board of Directors, according to art.114, paragraph 1 of the Companies Law no.31/1990, re published and altered together with art.236, paragraph 2 of Law

no.297/2004, to accomplish all and any formalities to fulfill AGEA’ decision, including but not

limiting to the followings:

Approval of the proportioned offer folder

Following and coordination of actions to approve the proportioned offer folder, by the

Financial Survey Authority and its publishing

Offer run (settling and approval of the subscription procedure, date, place and payment

methods, the way the effected subscriptions are analyzed and validated, adoption of

measures regarding the unsubscribed actions and any other necessary measures)

Closing of subscription and the Financial Survey Authority’ notification regarding the

subscriptions final situation

Approval of final results after the subscriptions closing, the exact value determination by

which the social capital increases, from which, what part is the contribution in kind and what part is the contribution in cash, detailing the number of shares issued for the

contribution in kind and of the total number of shares issued for the contribution in cash; settling of the social capital value after increase and the social capital’ distribution per shareholders; alteration of the constitutive act according to increase; adoption of auxiliary

decisions for the Financial Survey Authority’ notification regarding the subscriptions

closing and recording to the Commerce Registrar Office and to the Registrar Company.

Cancellation of unsubscribed shares in the subscription period closing

-it rejects the achievement of a speciality study, by the company, with object: (I)settling of the

necessary measures for the depollution of soils for which the company got a propriety right certificate,

(ii) evaluation of costs for soils’ depollution; and (iii)evaluation of costs for the buildings and

facilities, existent on these fields. The achieved study will be used to issue a new evaluation report of

fields for which the company got a propriety right certificate.

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By the Shareholders General Ordinary Assembly’ decision no. 7/10.10.2016, the followings were

adopted:

- It appoints as Societatea OIL TERMINAL SA’Board of Directors’ members, by cumulative voting

method:

COSTREIE TOMA BOGDAN

GRIGORESCU CĂTĂLIN CONSTANTIN

MATEI DUMITRU

FLOREA CRISTIAN

PATRINICHE BOGDAN CRISTIAN

NEGRIȘAN CLAUDIU EDUARD

SC STAAR RATING SRL

-it recalls from the position of Societatea OIL TERMINAL SA’Board of Directors’ members, as they

were not reconfirmed by cumulative vote, according to art.32 item (7) of EGO no.109/2011 regarding

the corporate governance of public companies, approved with further alterations and additions:

Mrs. Tanase Iulia Gabriela from the position of Societatea OIL TERMINAL SA’Board

of Directors’member

Mrs. Moise Nicoleta Mariana from the position of Societatea OIL TERMINAL

SA’Board of Directors’ member

Mr. Ghita Bogdan from the position of Societatea OIL TERMINAL SA’Board of

Directors’ member

- it approves the settling of the Board of Directors’ members’ mandate’ term of 4 (four) years,

according to terms provided by the Government Emergency Ordinance no.109/2011 regarding the

corporative governance of public companies, approved with alterations and additions by Law. No. 111/2016.

- it settles the Board of Directors’ members’ fixed indemnity, equal to the average of the last 12

months of the monthly gross average salarial earning in the field the company runs its activity,

communicated by the National Statistics Institute previous the appointment.

27 October 2016 By the Board of Directors’decision no.95/27.10.2016, the Board of Directors settled the advisory

committees’ structure to run inside the Board of Directors, as follows:

Audit Committee: Patriniche Bogdan-Cristian - chairman Grigorescu Cătălin Constantin– Member

Florea Cristian – Member

Nomination and Remuneration Committee: Grigorescu Cătălin Constantin - chairman Costreie Toma-Bogdan – Member

Patriniche Bogdan-Cristian – Member

Negrișan Claudiu-Eduard– Member Sc Staar Rating Srl by representative, Dan Barbulescu – Member

Developmenmt and Strategies Comittee:

NEGRIȘAN Claudiu-Eduard - chairman COSTREIE Toma-Bogdan - Member FLOREA Cristian – Member PATRINICHE Bogdan-Cristian - Member GRIGORESCU Cătălin Constantin- Member

SC STAAR RATING SRL by representative, Dan Barbulescu – Member

07 November 2016

The Order of the National Agency for Mineral Resources’ president no.251/01.11.2016 regarding the

approval of tariffs for crude oil and oil products handling in oil terminal, issued in the Official

Gazzete, part I, no.889/07.11.2016. The present issued order cancels the National Agency for Mineral

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Resources no.288/09.12.2014 regarding the approval of tariffs for crude oil and oil products handling

in oil terminal, issued in the Official Gazzete, part I, no.900/11.12.2014.

21 November 2016

By the Shareholders General Ordinary Assembly’ decision no.8/21.11.2016, it approved the

guarantees structure in order to extend the facility for the bank guarantee letter in an amount

of 5 mil.euro

By the Shareholders General Ordinary Assembly’ decision no.9/21.11.2016, it approved the

mandate contract form to be concluded with the Board of Directors’ members appointed in the

Shareholders General Assembly’ meeting of 10.10.2016

By the Shareholders General Extraordinary Assembly’ decision no.10/21.11.2016 it approved

the extension of the facility for the bank guarantee letter in an amount of 5 mil.euro

II. THE COMPANY’ PRESENTATION

The shareholding’ structure on 31 December 2016

Shareholder’ name

Shares number Total nominal

value Contribution

(%)

Romanian Satate through the Ministry of

Energy

347,257,973

34,725,797

59.62%

Fund Proprietatea S.A. 36,796,026 3,679,603 6.32%

Legal persons 97,031,733 9,703,173 16.66%

Physical persons 101,344,521 10,134,452 17.40%

Total capital 582,430,253 58,243,025 100%

The company’ organization The company’ organization is presented in the flowchart, of pyramidal type, specific for an

organizational structure of hierarchical – functional type. The organizational structure contains the following hierarchical levels:

Shareholders General Assembly

Board of Directors

General Director

Executive Directors

Departments Chiefs

Functional and operational departments chiefs in the General Director’ subordination, executive

directors and departments’ chiefs

Execution staff

According to this organizational structure, the management is achieved by objectives and programs

ordered from up to down and executed from down to up, according to efficiency criteria and

professional responsibility.

Each department has its own responsibilities, being part of the company’ Regulation of organization

and running, these jointed elements running as a whole.

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

job sheet.

The company’ mission, vision and values OIL TERMINAL’ mission – development of partnership relationships by adapting the offer regarding the services supplies of receiving, storage, conditioning and delivery of crude oil, petroleum, petrochemical and liquid chemical products into and from maritime vessels and river barges, railcars,

oil pipelines, loading into trucks and vessels’ bunkerage, for the clients and interested parties’

requirements’ satisfaction.

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

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Societatea 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.

- Societatea 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: Partial strategies Objectives

Investments and maintennace strategies Achievement of investments and maintennace plans by complying with the

execution term and the contracted value Marketing strategy Maximization of the company’ revenues by promoting Oil Terminal’

image as trustful partner Service supply strategy on technological flow Appropriate management of the client’s product Organizatorical strategy Provision of a modern management by implementing and maintaining the

risks, control and corporate governance’ management processes inside the

company Financial strategy Best dimensioning and usage of own financing resource by providing the

company’ development strategy Staff training strategy Continuous provision of trained staff, motivated and able to achieve its

object of activity Environment strategy Prevention and limitation of negative effects on the environment Strategy for quality, environment, safety and

security integrated management systems implementation

Approach of Quality Management Systems as the orghanization’ strategic

decision to improve its overall performance and initiatives supply for a long lasting development.

III. Societatea OIL TERMINAL S.A.’ ACTIVITY ANALYSIS

3.1 The commercial company’ main activity Societatea Oil Terminal S.A. Constanta is the only oil terminal in Constanta port which main activity

is the services supplies regarding receiving, loading, discharging of crude oil, petroleum,

petrochemical, chemical products and other raw liquid products for import, export, transit (cod CAEN

5224).

3.2 The commercial company settlement date Societatea Oil Terminal S.A. Constanta was settled according to Law no.15/1990’ provisions, by Romania’ Government Decision no. 1200/12.11.1990.

Oil Terminal SA was settled as a joint-stock company, according to Law no.31/1990 regarding the

commercial companies, re published and further altered by Law 441/2006, being a public company,

according to terminology provided in Law no.297/2004 regarding the capital market, being recorded

in the National Comission of securities (present Authority of Financial Survey) – Office for securities.

Achieving the criteria of Bucharest Stock Exchange, OIL TERMINAL SA was enlisted in rank I, on

30.01.1998, providing safety and security, informational transparency and the possibility to trade the

shares on an organized market.

Bucharest Stock Exchange applied a new market’ segmentation, Oil Terminal’ shares were included in

Standard rank, since 5 january 2015.

3.3 The company’ fusions or outstanding re organization, during the financial year 2016 In 2016, no fusions or reorganizations took place. The company has no branches in the country or abroad.

3.4 Assets’ acquisitions and/or alienation

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On 31.12.2016, in the company’ patrimony, there are registered fixed assets in an amount of 465,139

thousand lei, decreasing by 101 thousand lei (0.02%) comparing to the same period of 2015. Except

the assets’ acquisitions necessary for the company’ run, their most part representing the going on the

works for bunkerage metering facilities, of shoretanks in the storage farms and the fixed assets’

maintenance works and of facilities in Oil Terminal, and the goods out of work in legal terms, the

company had no other types of trades with fixed assets in 2016.

In 2016, the company recorded revenues from fixed assets’ sales in an amount of 130 thousand lei, representing fixed assets approved to be aut of work. These fixed assets had severe wear and tear, with

no safety operation, the expenses of repairs and maintenance were unjustifiable, exceeding 60% of the

inventory value.

3.5 Evaluation of the company’ activity 3.5.1 General evaluation

According to the information of the report, the main results of the company’ activity evaluation are the

followings:

Main activity:

- 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 tariffs in 2016 are according to the following ANRM’ oders:

ANRM Order no.288/09.12.2014 for the period 01.01.2016 – 06.11.2016 ANRM Order no.251/01.11.2016 for the period 07.11.2016-31.12.2016

ANRM’ order no.251/01.11.2016 is in force since its publishing in the Official Gazzete, part I,

namely, 07.11.2016 and cancels ANRM’ order no.288/09.12.2014.

- Other tariffs, namely fuel oil, chemical products supplies, hires, different laboratory analyses

are regulated tariffs, approved according to provisions of art. 18, pragraph 4.1 of Societatea’

Constitutive act.

Implemented management systems:

Since 2012, up to now, further Government ordinance no.119/1999’ provisions’ applicance regarding

the intern/managerial control and the preventive financial control, republished with further alterations and additions, and further the implementation and compliance, initialy with Order no.946/2005 provisions for the Internal/managerial control code, containing internal/managerial control standards

for public entities and to develop intern/managerial control systems, with further alterations and

additions, and further, after order no.946/2005’ cancelation, further implementation and compliance with provisions of Order no.400/2015 for the intern/managerial control code for public entities, with

further alterations and additions, Societatea Oil Terminal SA has an intern managerial control system,

which structure and application allow the management (General Director and Board of Directors) to

supply a reasonable ensurance that the managed funds in order to achieve the general and specific

objectives were used legally, regularly, efficiently and economicaly

According to the selfevaluation, on 31 December 2016, the intern managerial system of Societatea Oil

Terminal SA complies with the standards contained in the Intern managerial control code. The

implementation and compliance degree of intern managerial system complies with the Synthetic

situation of selfevaluation results on 31.12.2016 (16 implemented standards) and with the statements

of the Report onthe intern managerial control system on 31 December 2016.

- Since 13 May 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 9001:2008 standards (quality management and

13

9001:2015 updated requirements), ISO 17025:2005 (laboratories management – trials and

authorizations for laboratories)

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 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.

Informational:

IT infrastructure is achieved on Microsoft platform

Since 2000, in Oil Terminal, ERPsystem was implemented, platform providing joint data exchanges,

joint interface for development and upgrading, a high level of accessibility, high productivity by data

updating flexible regulation and wide data exchanges interfaces.

Environment:

According to Law 59/2016, Oil Terminal SA is classified as an objective with a high risk, running its

activity according to Environment Authorizations for Port Storage Farm, South Storage Farm, North

Storage Farm and Authorization for waters management.

Legally:

Oil Terminal is invloved in a number of 92 litigations pending on, in 40 litigations, it is claimant or

claiming part, in 52 litigations it is defendant. After some litigations completion risk evaluation, on

the company’ expense, the possible cash outflows were estimated, provisions being constituted for a

number of 38 litigations.

None of these files has risks connected to the company’ activity stability and continuity.

Financial:

The company’ operational and financial results recorded an upwards trend in 2016 comparing to 2015

and the Budget of revenues and expenses approved, fact that can be noticed in the main indicators’

synthesis as follows:

Indicators

Budget of

revenues and

expenses Year 2016

Achieved

year 2016

Achieved / Budget

of revenues and expenses

Year 2016

(▲ ▼ %)

Achieved

Year 2015

Achieved

2016 / 2015

(▲ ▼ %)

0 1 2 3=2/1 4 5=2/4

PERFORMANCE INDICATORS

EBITDA (million lei)

12.0

32.0

▲ 166.7%

29.1

▲ 10.0%

Total quantities achieved

(tons)

5,104,185

5,935,113

▲ 16.3%

5,430,387

▲ 9.3%

Operation revenues

(million lei)

133.0

161.4

▲ 21.4%

139.0

▲ 16.1%

Operation expenses (million

lei)

128.5

141.0

▲ 9.7%

129.0

▲ 9.3%

Operation expenses

(%turnover)

97.1%

87.8%

- 9.3 p.p.

93.3%

- 5.5 p.p.

Gross profit margin

(%turnover)

3.3%

12.1%

+ 8.8 p.p.

7.4%

+ 4.7 p.p.

14

Valoric output (lei/employee)

138,105

171,892

▲ 24.5%

144,963

▲ 18.6%

Employees average number

963

939

▼ 2.5%

959

▼ 2.1%

Investments– public domain (million lei)

3.2

3.1

▼ 3.1%

4.0

▼ 22.5%

Investments – company

(million lei)

7.1

10.0

▲ 40.8%

8.7

▲ 14.9%

The main economic financial results got in 2016, comparing to the Budget of revenues and expenses

approved by Shareholders General Ordinary Assembly’ decision no.1/28.03.2016, are presented in the

following table:

Indicators

0

Achieved year

2016

(thousand lei)

1

Budget of

revenues and expenses

Year 2016 (thousand lei)

2

Achieved

Budget of

revenues and

expenses

(%)

3=1/2

Net turnover 160,579 132,365 ▲ 21.3 Operation revenues 161,407 132,995 ▲ 21.4 Operation expenses 140,979 128,461 ▲ 9.7

Operational profit 20,428 4,534 ▲ 350.6 EBITDA 31,985 12,007 ▲ 166.4 Financial revenues 856 1,620 ▼ 47.2 Financial expenses 1,820 1,854 ▼ 1.8

Financial result (964) (234) Total revenues 162,263 134,615 ▲ 20.5 Total expenses 142,799 130,315 ▲ 9.6

Gross profit 19,464 4,300 ▲ 352.7

Net profit 15,419 1,433 ▲ 976.0

In 2016, the achieved Supplies physical program (5,935 thousand tons) increased by 16.3% comparing

to the planned one (5,104 thousand tons).

The supplies physical program exceeding led to a turnover achievement of 160.6 mil.lei increasing by

21.3% than the approved level by the Budget of Revenues abd expenses.

The indicators achieved on 31.12.2016 comparing to the approved level by the Budget of revenues and

expenses shows a positive evolution:

Turnover increased by 21.3% of revenues from the supplied services

Operation expenses increase by 9.7%

Operational profit increased 4.5 times (+15,894 thousand lei), due to the handled products

quantities increase

Gross profit increased by 4.5 times (+15,164 thousand lei) due to the operational profit

increase

Operation gross result (EBITDA) increased by 2.7 times

Evolution of economic financial indicators on 31.12.2016 comparing to the previous year is as

follows: Indicators

0

Achieved year

2016 (thousand lei)

1

Budget of

revenues and expenses

Year 2016 (thousand lei)

2

Achieved

Budget of

revenues and

expenses

(%)

3=1/2

15

Net turnover 160,579 138,266 ▲ 16.1 Operation revenues 161,407 139,020 ▲ 16.1 Operation expenses 140,979 128,961 ▲ 9.3

Operational profit 20,428 10,059 ▲ 103.1 EBITDA 31,985 29,051 ▲ 10.1 Financial revenues 856 1,691 ▼ 49.4 Financial expenses 1,820 1,587 ▲ 14.7

Financial result (964) 104 - Total revenues 162,263 140,711 ▲ 15.3 Total expenses 142,799 130,548 ▲ 9.4

Gross profit 19,464 10,163 ▲ 91.5

Net profit 15,419 5,914 ▲ 160.7

In 2016, the achieved Supplies physical program (5,935 thousand tons) increased by 9.3% comparing

to the achieved one in 2015 (5,430 thousand tons). The supplies physical program exceeding led to a turnover achievement of 160.6 mil.lei increasing by 16.1% than 31.12.2015.

The situation of main indicators achieved in 2106 comparing to the same period of the previous year

shows a positive evolution as follows: - increase of revenues from the suipplied services by 16.5% (22,422 thousand lei)

comparing to the same period of 2015 led to an increasing turnover pf 16.1% comparing

to the same period of the previous year

- Operation expenses increase by 9.3%

- Operational profit increased 2 times (10,369 thousand lei) than the previous period, due

to the handled products quantities increase - Net profit increased from 5.9 mil lei to 15.4 mil.lei in 2016, due to the operational

activity that recorded a profit increase in an amount of 10.4 mil.lei

REVENUES FROM OPERATION The operational revenues achieved in 2016 comparing to the approved level by the Budget of revenues

and expenses is as follows:

Indicators Achieved

Year 2016

Budget of

revenues and expenses

Year 2016

Achieved/

Budget of

revenues and

expenses

▲▼ (%)

0 1 2 3 = 1/2

Handled quantities (thousand tons), from which: 5,935 5,104 ▲16.3

Crude oil 3,038 2,810 ▲8.1

Other petroleum and petrochemical products 2,897 2,294 ▲26.3

Revenues from supplied services (thousand lei), from

which:

158,671 129,355 ▲22.7

Crude oil 52,566 44,057 ▲19.3

Other products and services 106,105 85,298 ▲24.4

Revenues from hires (thousand lei) 455 410 ▲11.0

Other revenues related to turnover (thousand lei) 1,453 2,600 ▼44.1

Other revenues from operation (thousand lei), from

which: 824 630 ▲31.4

Revenues from assets’ sale 130 - - Other revenues 694 630 ▲10.8

Total revenues from operation (thousand lei) 161,403 132,995 ▲21.4

16

1 2 3 = 1/2 8,942 5,980 ▲ 49.5

Revenues from the supplied services increased by 22.7% comparing to approved Budget of Revenues

and Expenses, due to the handled quantities’ exceeding by 16.3%, namely by 831 thousand tons.

Revenues from operation increased by 21.4% than the budget predictions, their evolution in structure,

turnover and other revenues from operation are as folows:

Revenues from supplied services increased by 22.7% than approved Budget of Revenues and

Expenses, due to handled quantities exceeding by 16.3% namely, 831 thousand tons

Turnover increased by 21/3% than approved Budget of Revenues and Expenses, duet o

revenues from supplied services exceeding

Other revenues from operation increased by 31.4% than the budget predictions, due to some

revenues from assets’ sale achievement

Evolution of the operational revenues achieved in 2016 comparing to 2015 is as follows:

Indicators Achieved

Year 2016

Budget of

revenues and expenses

Year 2016

Achieved/

Budget of

revenues and

expenses

▲▼ (%)

0 1 2 3 = 1/2

Handled quantities (thousand tons), from which: 5,935 5,430 ▲ 9.3

Crude oil 3,038 2,918 ▲ 4.1

Other petroleum and petrochemical products 2,897 2,512 ▲ 15.3

Revenues from supplied services (thousand lei), from which:

158,671 136,248 ▲ 16.5

Crude oil 52,566 50,089 ▲ 4.9

Other products and services 106,105 86,159 ▲ 2.2

Revenues from hires (thousand lei) 455 407 ▲ 11.8

Other revenues related to turnover (thousand lei) 1,453 1,611 ▼ 9.8

Other revenues from operation (thousand lei), from

which: 828 754 ▲ 9.8

Revenues from assets’ sale 130 16 ▲ 712.5 Other revenues 698 738 ▼ 5.4 Total revenues from operation (thousand lei) 161,407 139,020 ▲ 16.1

In 2016 comparing to 2015, the revenues from the supplied services increased by 16.5%, namely

22,423 thousand lei, due tothe handled quantities exceeding by 9.3, namely by 505 thousand tons.

The main activity revenues (services supplies regarding crude oil, petroleum and petrochemical

products’ receiving, loading, discharging) have the highest percentage in the company’ operation revenues total, namely 98.3% in 2016.

OPERATION EXPENSES

Comparing to the approved budget of revenues and expenses, the operationla activity expenses in

2016 are as follows:

Indicators

Achieved

year 2016

(thousand lei)

Budget of revenues and

expenses Year 2016

Achieved/

Budget of

revenues and

expenses

0

Material expenses, from which:

(thousand lei) ▲▼ (%)

17

- consumables expenses, from which: 7,392 5,100 ▲ 44.9 - fuel expenses 1,264 1,800 ▼ 29.8 Other external expenses (energy and water) 3,743 4,300 ▼ 13.0 Employees expenses, from which: 64,788 64,653 ▲ 0.2 - salaries expenses 52,848 52,647 ▲ 0.4 - social protection expenses 11,408 11,267 ▲ 1.3 - other employees expenses 532 739 ▼ 28.0

Tangible and intangible assets amortization expenses

12,375

12,682

▼ 2.4

External supplies expenses, from which: 46,652 33,654 ▲ 38.6 - maintenance (maintenance and repairs) 22,915 11,000 ▲ 108.3 - oil royalty 6,828 5,126 ▲ 33.2 - other services supplied by third parties 16,909 17,528 ▼ 3.5 Regulations and depreciations for value loss and

provisions, from which: - 803 - 5,209

-expenses regarding regulations and provisions 2,519 10,768 ▼ 76.6

- revenues from provisions and regulations for depreciation

or value loss 3,322 15,977 ▼ 79.2

Other operation expenses 5,282 12,401 ▼ 57.4 Total operation expenses 140,979 128,461 ▲ 9.7

Although in 2016, the operation total expenses exceed by 9.7% the level provided in budget,

that exceeding complies with the provisions of art.10 paragraph (1), letter b) of GD no.26/2013 being

in correlation with the total revenues achievement degree, complying with the approved efficiency

indicators.

Evolution of operational expenses achieved in 2016 comparing to 2015 is as follows:

Indicators

Achieved

year 2016

Budget of

revenues and expenses

Year 2016

Achieved/

Budget of

revenues and

expenses

(thousand lei) (thousand lei) ▲▼ (%)

0 1 2 3 = 1/2 Material expenses, from which: 8,942 7,186 ▲ 24.4 - consumables expenses, from which: 7,392 6,197 ▲ 19.3 - fuel expenses 1,264 1,444 ▼ 12.5 Other external expenses (energy and water) 3,743 4,260 ▼ 12.1 Employees expenses, from which: 64,788 60,248 ▲ 7.5 - salaries expenses 52,848 47,836 ▲ 10.5

18

- social protection expenses 11,408 10,546 ▲ 8.2 - other employees expenses 532 1,866 ▼ 71.5

Tangible and intangible assets amortization expenses

12,375

10,875

▲ 13.8

External supplies expenses, from which: 46,652 32,132 ▲ 45.2 - maintenance (maintenance and repairs) 22,915 11,185 ▲ 104.9 - oil royalty 6,828 5,312 ▲ 28.5 - other services supplied by third parties 16,909 15,635 ▲ 8.1 Regulations and depreciations for value loss and

provisions, from which: - 803 9,989 -

-expenses regarding regulations and provisions 2,519 15,680 ▼ 83.9

- revenues from provisions and regulations for depreciation

or value loss 3,322 5,691 ▼ 41.6

Other operation expenses 5,282 4,271 ▲ 23.7 Total operation expenses 140,979 128,961 ▲ 9.3

On 31.12.2016, the operation expenses increased by 9.3% comparing to the previous year’ same

period, mainly due to the maintenance (maintenance and repairs) expenses’ increase.

3.5.2 Evaluation of technical level

Societatea OIL TERMINAL S.A. Constanta has 3 storage farms:

North Storage Farm, located at no.2, Caraiman str., with a capacity for crude oil and petroleum

products capacity of 420,000 CM.

Port Storage Farm, located in Port area, jetty 69 with, with a storage capacity of 102,000 CM with the

following destination: - petroleum products –refuge shoretanks if damage occurs; - chemical products – stock’ ensurance for jetty operation.

South Storage Farm, located in Movila Sara area, with a storage capacity of 910,000 CM for crude

oil, petroleum and petrochemical products.

Their total storage capacity is about 1,432,000 CM. Each storage farm, according its specific, is provided with:

Shoretanks with capacities between 1,500 CM and 50,000 CM, of metallic construction,

cylindrical, vertically located –above ground, safety protection belts, fixed or floating

roof, with the stored product quantity remotely measured and with fire fighting system;

Facilities for petroleum, petrochemical and liquid chemical products loading-discharging

consisting of rail platforms with a total length of abt. 30 kms, provided with remote

loading facilities;

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 2,000 cm/h (pumps KSB South sf.);

Remote flowmeters facilities located in the very neighbourhood of loading/discharging

jetties for gas oil, gasoline, crude oil’discharging;

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

Facilities on jetty for products’ loading into barges (crude oil, gas oil, gasoline, fuel oil)

and for vessels’ light and heavy fuel bunkerage in all oil jetties

Oil terminal has 7 operational jetties in Constanta port with depths between 13-17 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 with a diameter of 12’’, 16’’. operated as follows:

S.C. OIL TERMINAL SA is interconnected with Romanian refineries by transport company CONPET

SA Ploiesti for crude oil’ transport from terminal to refineries, by underground pipelines being part of

national transport network.

19

Petroleum products Year 2016

(th.lei) % *

% **

Year 2015

(th.lei) % *

% **

Year 2014

(th.lei) % *

% **

Crude oil 52,566 33 32 5,.089 36 36 35,801 33 33 Gas oil 60,456 38 37 51,021 37 36 30,865 29 28 Gasolene 11,796 7 7 11,279 8 8 8,227 8 8 Fuel oil 18,676 12 12 8,377 6 6 8,278 8 8 Chemical products 10,483 6 7 10,182 7 7 16,747 16 15 Other products and services 6,602 4 4 7,318 6 5 7,088 6 7 Turnover 160,579 100 - 138,266 100 - 107,006 100 - Other operating and financial

revenues 1,684 1 2,445 2 1,141 1

Total revenues 162,263 - 100 140,711 - 100 108,147 - 100

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

Description of the main achieved products and/or supplied services with the mention:

a) main markets for each product or service and the distribution methods

Main clients with outstanding contribution in turnover (89%) in 2016 are:

1. Petrotel Lukoil S.A. Ploiesti (29.7%) – for crude oil, gasolene and gas oil services

supplies;

2. Vitol S.A. Geneva (13.3%) – for gas oil and fuel oil services supplies

3. OMV Petrom S.A. Bucharest (12.7%) – for fuel oil, gasolene, gas oil, crude oil and

chemical products services supplies;

4. Oscar Downstream (9.9%) – for gas oil services supplies; 5. Mol Romania Petroleum Products (8.4%)- for gas oil services supplies;

6. Litasco (5.5%) – for crude oil services supplies; 7. Euronova Energies (4.4%) – for gas oil and gasolene services supplies;

8. Maddox SA Geneva (2.9%) – for fuel oi land gas oil services supplies;

9. Rompetrol Rafinare (2.1%)- for crude oil, gasolene, chemical products services supplies

b) The contribution 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 2015 and 2014, it is noticed a revenues’ increase by 15.3% in

2016 than 2015 and by 50% than 2014.

The achieved turnover value in 2016 recorded an increase by 16.1% than 2015 and by 50.1% than 2014, as followings:

- for crude oil service supply, an increase by 5% than 2015 and by 46.8% than 2014; - gas oil service supply value increased by 18.5% than 2015 and by 95.9% than 2014; - for gasolene service supply there is a decrease by 4.6% than 2053 and an increase by 43.4%

than 2014;

- fuel oil service supply value increased by 122.9% than 2015 and an increase by 125.6% than 2014;

- chemical products services supplies value increased by 3% than 2015 and decreased by 37.4% than 2014.

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 Oil Terminal received in 2016, a number of 11

contracts/additional acts to the existent ones were signed for new clients or products, leading to a total

additional handling of 93 thousand tons for petroleum and chemical products with an invoiced amount

pf 1,670,529 lei, from which:

20

-chemical products – 11.5 thousand tons – 300,042 lei

- petroleum products – 81.5 thousand tons – 1,370, 487 lei

3.5.3 Estimation of 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.64/04.07.2016.

The company 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.

Societatea Oil Terminal S.A. is a Romanian legal entity, of private law, organised as a stock company

having as shareholders:

- Ministry of Economy: 59.62%

- Fund Proprietate S.A.: 6.32% - Other physical and legal persons: 34.06%

Societatea Oil Terminal S.A.’ main object of activity is crude oil, petroleum, petrochemical, liquid

chemical products’ handling for import, export and transit ( code CAEN 5224) without being a

relevant activity, according to section 1 of ch. VIII of GEO no. 34/2006.

The finance sources of the company are made of:

- own sources (cashed incomes from the services supplied)

- attracted sources (work capital line for liquidities necessary completion) Societatea Oil Terminal S.A. is not financed from the state budget or from the local one.

By address 4820/21,07.2016 ANAP communicated that, Oil Terminal has no quality as

authority/contractant entity according to Laws 98-100/2016 regarding public acquisitions and has no

obligation to apply them.

3.5.4 Estimation of the sale activity

3.5.4.1 evolution of sales on internal and/or external market and of the sales prospections on

average and long term.

Physical program achieved on 31.12.2016 exceeds by 16.3% (831 thousand tons) comparing tot

hat one approved and by 9.3% (505 thousand tons) than 2015.

No.

Products

Year 2015 Year 2016 2016/2015 2016/2015 Achieved

(thousand

tons)

Approved

(thousand

tons)

Achieved

(thousand

tons)

±

(thousand

tons)

▲▼

(%)

±

(thousand

tons)

▲▼

(%)

0 1 2 3 4 5=4-3 6=4/3 7=4-2 8=4/2

Total services supplies,

from which: 5,430 5,104 5,935 + 831 ▲ 16.3 + 505 ▲ 9,3

1 Crude oil 2,918 2,810 3,038 + 228 ▲ 8.1 + 120 ▲ 4,1 2 Gasoline 892 810 867 + 57 ▲ 7.0 - 25 ▼ 2,8 3 Gas oil 970 800 1,273 + 473 ▲ 59.1 + 303 ▲ 31,2 4 Fuel oil 248 235 295 + 60 ▲ 25.5 + 47 ▲ 18,9 5 Chemical products 402 449 462 + 13 ▲ 2.9 + 60 ▲ 14,9

Monthly evolution of the physical program achieved on 31.12.2016 comparing to the approved

physical program and to the achieved physical program in 2015

21

Turnover achieved in 2016 is in the amount of 160,579 thousand lei, namely 35.4 EUR at the official

exchange rate in force on 30.12.2016 of 1 EUR = 4.5411 lei, in force for the financial year

20176’closing

Main clients on internal and external market in 2016 comparing to 2015:

Internal clients % in Turnover

Year 2016 Year 2015 Petrotel Lukoil 29.7 33.9 OMV Petrom 12.7 15.3 Oscar Downstream 9.9 9.4 Mol România Petroleum Products 8.4 9.8 Rompetrol Rafinare 2.1 6.5 National Administration of State Reserves 1.7 1.8 Chimcomplex 1.0 1.5

External clients % in Turnover Year 2016 Year 2015

Vitol SA Geneva 13.3 7.2 Litasco 5.5 - Euronova Energies 4.4 3.3 Maddox 2.9 1.2 Mitsubishi International GMBH 1.5 1.7 Phoenix Shipping 0.4 0.5 Island Petroleum LTD 0.3 0.8

For 2016, the revenues and expenditures budget was based on a services supplies physical program of

5,104 thousand tons and o turnover of 132,365 thousand lei.

On medium and long term, namely years 2017 and 2018 and 2019, it estimates a physical program, as

follows:

- for 2017 – the quantitative services supplies program of 5,735 thousand tons and the valoric

one of 152,183 thousand lei;

- for 2018 – the quantitative services supplies program of 5,879 thousand tons and the valoric

one of 155,988 thousand lei;

- for 2019 – the quantitative services supplies program of 6,015 thousand tons and the valoric

one of 159,576 thousand lei;

22

3.5.4.2 The situation of competitional situation in the commercial company’ field of activity, of

the company’ products and services contribution on the market and of the main competitors

On internal market, Oil Terminal S.A. Constanta is the largest terminal for import and export of crude

oil, petroleum and chemical products at the Black Sea. Refering to the services entire sector in the oil field, we have as competitirs:

- Midia port terminal;

- Terminals in Romanian Danube Ports (Galati, Giurgiu, Drobeta Turnu Severin); - Reni terminal; - Port operators Minmetal and Frial for liquid fertilizers export.Analysing the above

mentioned competitors activity, the followings are to be mentioned: Midia port terminal:

In March 2009, rompetrol Rafinare put in work its own terminal (mono buoy) located at 8.6 km in the Black Sea to discharge the necessary crude oil for refining without needing Oil Terminal’ services. After this date, crude oil vessels for Rompetol haven’t been discharged by our company but when

technical matters or heavy weather term occurred in mono buoy. This generated a shortage of about 4

millions tons crude oil/ year in Oil Terminal’ activity, and an annual shortage regarding the royalty’

value that Romanian state should have cashed from the handled quantity.

For the increase of products export achieved by Petromidia refinery, Midia Marine Terminal (MMT)

upgraded and extended jetty no. 9’ capacity (terminals 9A, 9B, 9C) in 2008 and the dredging of the

Group’ seven jetties in Midia port. Works allowed triplication of finite products transfer capacity to

over 350,000 tons/month and the maritime vessels’ berthage with a capacity more than 10,000 dwt and of barges of 2,000 dwt.

Terminals of Romanian Danube ports (Galati, Giurgiu, Drobeta Turnu Severin): Through Danube terminals, gasolene and gas oil 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 andSlovakia

- 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 CFR type 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 export: In Constanta port, there are two port operators with shoretanks for liquid fertilizers storage (urean):

Frial with a capacity of 15,000 CM through which Interagro product was handled (since 2013 the

whole urean quantity produced by Interagro was exported only by Oil Terminal) and Minmetal/

Ameropa with shoretanks of 20 thousand CM through which only product of Azomures SA Targu

Mures is handled.

Main competitors on the specific market:

No. Product or products group

(services) Competitor

Internal External

23

1. Terminalul in Midia Port, run by S.C. Rompetrol Rafinare S.A. x 2. Unicom Terminal-Oil Terminal Terminal in Galati x 3. In Constanta Port, liquid fertilizers as urean are exported by two companies:

S.C. Frial S.A. x S.C. Minmetal S.A. x

4. Omisalje Port terminal in Croatia, which completely undertook the crude oil transit to Serbia x 5. Reni Terminal x

3.5.4.3 Significant dependency on one client or a group of clients whose loss would have a

negative impact on the company’ revenues

The loss of some traditional clients which handled business through Oil Terminal. - a mono buoy construction by Rompetrol Rafinare through which the crude oil necessary for its own

refining activity is discharged and petroleum products exports;

- development of Midia port by Rompetrol Rafinare through which crude oil import and exports are

directly made, without using Oil Terminal’ facilities;

- crude oil from internal production processing by OMV Petrom, client with a significant contribution to the turnover and stoppage of crude oil import handled through the oil terminal.

Reduction of activity or impredictable events, force majeure events having affected the clients’

activity regarding liquid chemical products (Chimcomplex Borzesti, Oltchim SA Ramnicu Valcea and Interagro SA Bucharest).

Variation of petroleum and chemical products quotations on the international market (soda,

liquid fertilizers, methanoletc.) leading to the transited quantities decrease in some periods of time.

3.5.5 Human resources

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

participation degree On 01.01.2016 the company’ employees number was 978 employees, on 31.12.2016 - 972 employees, a decrease of 6 employees.

On 31.12.2016, the employees number of 972 is structured on the following training levels:

- higher education employees 185 from which 37 with management positions;

- medium/ gymnasium education employees 787 from which 724 qualified employees and 63 unqualified.

The work force union trade participation was 98% in 2016.

During 2016, Oil Terminal SA Constanta organised the employees individual performances

evaluation by:

- evaluation sheets;

- evaluation according the job requirements and the criteria of the evaluation sheet. By the evaluation centralised results data, the managerial team has a general opinion on the employees performances. 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. Estimation of specifical

necessities of each job and employee was held in 2015, according to the training plan.

Participations at trainings in 2016:

- trainings with external trainners and vocational authorizations, according to legislation in

force: 209 employees;

- trainings/ internal reauthorization: all employees

3.5.5.2 The relationship between manager and employees, and of any conflictual elements of

these relationships

24

In 2016, there were no conflictual elements between employees and the company’ managers

3.5.6 The 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,

439/14.11.2013 for North Storage Farm, 504/13.12. 2013 for South Storage Farm, revised on 09.12.2014 and to Waters Administration Authorization no. 226/15.09.2016.

Complying 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 or to take them out of work at their life time completion.

Having in view the company’ activity in the petroleum field, we can say that there is an impact on the

environment regarding the historical pollution and the current activity. The top management has had

as major concern, among others, the matters with negative impact on the environment solve out.

The company’ management thinks the historical pollution is one of the main present environment

matters and puts in practice the following actions:

- the historical activity affected ground, underground and water table monitoring and greening

in North Storage Farm, South Storage Farm and the residential area in the North Storage

Farm’ neighbourhood, by drawing out the petroleum product polluted water;

- measurement of water table piezometric level and of the product’ layer; height, drawing out

the oil polluted water by emptying it;

- monitoring of indicators ‘’petroleum product’’ every six months and ‘’metals’’ yearly;

- visual daily checking of facilities’ tighting systems on pipelines ensuring the petroleum products import/export, greening works, mending of rain waters catching and distribution,

repairs at pipelines, fittings, pipelines parts replacement, ground’ greening have been made, so

that the impact on the port aquatorium to be significantly reduced.

- permanent control of the technological operations in view to avoid the occurrence or the

operative intervention in pollutions;

- strict compliance with the technological consumptions; - the residues administration and their ellimination by authorized companies.

Minimalization of the activity impact on the environment was achieved by investments/upgrading petroleum products transport and storage, especially by creating some storage facilities (shoretank

28/S for gas oil and shoretanks 17/P and 4/P for methanol), replacement of about 500 m pipelines for

fuel oil, urean transport, etc.

The value of the investments and repairs with a positive impact on the environment was at the end of

2016 over 26 mill.lei.

3.5.7 The research and development activity Oil Terminal did not effect expenses of research and development in 2016 and does not anticipatesuch

expenses for 2017.

3.5.8 The risk and internal control’ management

3.5.8.1 Policy and objectives of the company regarding the risk management Having in view the provisions of Order no.400/2015 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 Societatea 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

25

risks the most efficiently, economically possible in view to achieve the company’ objectives in the

targeted aims.

By the Risk management system procedure, 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 linits 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, on the company’ all managerial levels, according to Risk

management syste procedure and the the Internal/managerial control system development’ monitoring,

coordination and methodological guidance committee’ decision, by the company’ manager’ internal

decision, responsible employees were appointed for the risks in the company’ departments

management, being constututed teams for risks’ management 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.

We show that, the specific objectives were monitored and evaluated semestrially by the associated

result indicators, being put together with the company’ specific risks in the risks’ register. On the

company’ level, the specific objectives, arisen from the company’ general objectives, are assimilated

as risk management objectives, these being integrated and correlated to the general (strategic)

objectives.

By the Development Program of internal/managerial control system, the following actions were

provided and achieved:

- identification and evaluation of main risks of activities in departments, linked to their specific

objectives;

- settling of identified and evaluated risks management measures in the activities inside the

departments;

- filling in and updating of risks registrar; - centralization of main risks and issue of risks registrar at the company’ level affecting the

company’ general and specific objectives achievement.

- Centralization of intern controlmeasures settled to be able to provide an efficient, appropriate

of risks and issue of the plan for the centralized control measures implementation in the company under the risks management team survey;

- Issue, semestrially 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 and reporting risks management process’ efficiency regarding the work

premises, the occured changes and the objecives, the corruption risks included ( risks

associated both to specific objectives and to sensitive functions ), and periodic updating of

’’Risks registrar’’ together with the updating of ‘’Plan of internal control measures

implementation ’’for the risks management in the approved risk tolerance and to reach the

activities/processes objectives and taegets, and of the company’ development strategy on

average and long term. 2. Identification, monitoring, evaluation and reporting of the risks strategy efficiency and of

adopted managerial intern control instruments by ’’Risks registrar’’ and ‘’Plan of internal control measures implementation’’ according to Order no.400/2015 SGG’ requirements, with

further alterations and additions and provisions of ’’Risk management system procedure code

PS-02Ed.I.RO’’

26

3. Identification, monitoring, evaluation and reporting of the management level of ’’corruption

risks associated to both specific objectives and sensitive functions’’), according to Order

no.400/2015

4. SGG, with further alterations and additions, with provisions of ’’Risk management system

procedure code PS-02’’ with provisions of GD. No.583/2016 regarding the approval of

Anticorruption national strategy approval for the period 2016-2020, of the performance

indicators set, risks associated to strategy objectives and measures and of control indicators

and of publishing standards of public interest information’’ according to provisions of

’’Integrity plan for SNA 2016-2020 implementation in Oil Terminal SA’’. 5. Submission of dates in ‘’Risks registrar’’ and ‘’ Plan to implement the control measures’’,

corruption risks included, to the Internal Audit Department and the Management Financial

Control and Internal Survey Department to support and achieve the ensurance and control

aims according to the objectives approved by the scheduled documents;

6. Maintenance 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

intern control code APPROVED BY Order SGG no. 400/2015 SGG, with further alterations

and additions.

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

Price risk The company exposure to the price risk is monitored by management accounting and the costs

calculation activity, containing the following matters:

- the company’ production expenses formation method ;

- the expenses’ grouping and behaviour comparing to the generating factors and their character; - presettling of the costs level and structure for each service supply and for the whole planned

service supply;

- production expenses current analitical recording on management accounting and calculation of

the indicators required by the calculation methods used;

- production expenses level compared analysis and the expenses structure and, of the costs

calculated according to them, using to decisions optimization in the service supply valoric side of the management.

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

follow:

- determination of products’ costs;

- determination of the profitability on products; - issue and deliver of information necessary to issue, follow and control the revenues and

expenditures budget and the updating of indicators contributing to decisions’ optimization at the company’ management level.

Therefore, the costs calculation, on the services supplies settling base in the company, represents the

main instrument for prospection, identification and mobilization of the company’ internal reserves as:

1. the costs calculation supplies information on the achieved valoric side for the past expenses

and for the present ones;

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

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

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

5. organising the management accounting at the company’level and on eacg service supply, the

costs can be followed in dynamics.

27

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 Societate arising when a client or a business partner doesn’t succeeed to achieve contractual obligations. Societatea is exposed mainly to crddit risk arisen from the

services supplied to the clients. Annualy, 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, Societatea 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.

Oil Terminal’ policy is to ensure that it always disposes 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;

- contractation of a credit line type work capital and its use only in situations when the current

cash balance is not enough for the due payments effectment;

- 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 provides 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 in 2016

the value of 2.14 than 1.52 in 2015.

The immediate liquidity (acid test) represents a ratio between the diminished current assets by stocks

and the current debts, this indicator’ value being 2.09 in 2016 than 1.50 in 2015.

Debts balance on 31 December 2016, from which:

Net value Contractual

value <12 months 1-2 years 2-5 years

Balance of debts on

31.12.2016 from which:

Commercial debts and

other current debts 13,729,130 13,729,130

Debts regarding taxes

and fees

5,727,672

5,727,672

Loans 9,146,708 15,469,467 1,815,458 2,550,000 4,471,250 TOTAL 28,603,510 15,469,467 21,272,260 2,550,000 4,471,250

Other debts:

28

Debts regarding tax

on postponed profit

28,624,578

TOTAL 28,624,578

On 31 December 2014 it recorded acoording to IAS 8’’Accountant policies, alterations of accountancy

estimations and errors’’, taxation on postponed profit for the reserves from re evaluation, for 2011- 2014 on own capitals in an amount of 25,943,248 lei, through account ’’reported result arisen from accountancy errors correction’’. In 2015, postponed profit taxation constituted on own capitals in an

amount of 2,779,766 lei was recorded, so that, on 31.12.2015 the postponed profit taxation constituted

on own capitals is 28,723,015 lei.

In 2016 the postponed profit taxation constituted on own capitals in an amount of 28,723,015 lei

diminished by 98,437 lei, representing postponed profit for the reserves from re evaluation for the

transferred/out of work assets transferred in the reported result.

The postponed taxation admitted on 31 December 2016 in the overall result situation is of (98,437) lei.

Cash-flow risk In 2016, the net cash flow from the operating activity is of 21,262 thousand lei.

The cash flow from the investments activity includes mainly payments for investments in tangible and

intangible assets in an amount of 13,107 thousand lei. Comparing to the previous year, the used net cash flow in investments decreases by 5,470 thousand lei.

The cash flow from financing activities is represented by cash outflows (3,176 thousand lei) in the

following structure:

- 599 thousand lei – loans related to credits on short and long term - 2,577 thousand lei – paid dividends

3.5.8.3 Managerial intern control Since 2012 until now, further the legislation application, by the General Director’ decision, it

constituted, updated and runs the Monitoring Commission and the Risks Management Team,

appointed in the company in view to coordinate and survey the structures for the risks’ management

system continuous implementation, maintenance, improvement and development.

Program of intern/managerial control system development

In 2016, 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:

- Provision of premises and terms necessary to know and comply with the normative acts’

provisions regulating the employees’ behaviour at job and for frauds and disorders’ prevention and report, by adopting and implementing the employee’ Ethic Code and Behaviour rules in Societatea Oil Terminal SA and of Operational procedure’ rules regarding the disorders’

notice.

- Achievement of procedural and organizatoric premises and terms to provide the employees’

behaviour rules’ application and compliance’ monitoring, according to Ethic Code and Behaviour rules in Societatea Oil Terminal SA and the specific Professional behavioue rules for the activity/position, by the company’ management, the departments’ chiefs, the resposible employee with the ethic advice and the authorized employee for the claims’ receiving;

- identification and inventory of positions considered to be sensitive (positions considered to be

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

- updating and approval of specific and individual objectives complying with the general

objectives, overall mission and strategy of the company’ development;

29

No. Function name/EGR structure

Identified risk tolerance level Nr. total of

identified

risks No.

Tolerable

risks (1-4)

No. Risks of

high

tolerance

level (5-8)

No. Risks of

low

tolerance

level (9-12)

No. Risks of

intolerable

level (13-25)

1. Audit Public Intern Dept. 3 - - - 3 2. CFG-II Dept. 3 - - - 3 3. Legal litigations Dept. 2 2 - - 4 4. Shareholding –

Communication Dept. 4 - - - 4

5. Human resources Dept. 4 1 - - 5 6. Facilities control and

environment safety Dept. 3 - - - 3

7. Labour medicine Dept. 1 - - - 1 8. Classified documents Dept. 2 - - - 2 9. Fire fighting Dept. 3 - - - 3 10. Work safety Dept. 2 - - - 2 11. Strategic development Dept. 1 - - - 1 12. Acquisitions Dept. 4 - - - 4 13. Information technology and

telecommunications Dept. 2 - - - 2

14. Administrative Dept. 3 - - - 3 15. Transports Dept. 2 - - - 2 16. Safety Dept. 1 - - - 1 17. Quality management Dept. - 1 1 - 2 18. Product quality control

Dept. and laboratories 1 1 - - 2

19. Metrology Dept. 2 - - - 2 20. Marketing-Commercial 1 - - - 1

- 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 entitry - integration and implementation of the Statement regarding Societatea 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

- Implemenattion 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 Societatra Oil Terminal SA’ Program of

intern/managerial control system development

- annual organization and running of the managerial intern control system selfevaluation

operation Evaluation of the risks management system’ efficiency degree, in departments and company, by the Risks Management team, the results regarding the risks management process are reported in the

’’report regarding the risks management process’’, ’’Risks registrar’’, ’’Plan for the control measures’

implementation’’ and according to the risks management process by ’’Conclusions note regarding the

riks’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:

- 86 risks of ‘’allowable’’ level(87.76%)

- 10 risks of ‘’high allowance’’ (10.20%) - 2 risks of ‘’low allowance’’ (2.04%) - 0 risks of ‘’unallowable’’ (0%

30

No. Function name/EGR structure

Identified risk tolerance level Nr. total of

identified

risks No.

Tolerable

risks

(1-4)

No. Risks of

high

tolerance

level (5-8)

No. Risks of

low

tolerance

level (9-12)

No. Risks of

intolerable

level

(13-25)

Dept. 21. Port operation Dept. 3 - - - 3 22. Products Bookkeeping Dept. 1 1 - - 2

23. Metering Dept. - 2 - - 2 24. Internal raillines Dept. 2 - 1 - 3 25. North Storage Farm 3 - - - 3 26. Port Storage Farm 2 2 - - 4 27. South Storage Farm 3 - - - 3 28. Mechanical electrical repairs

operation Dept. 3 - - - 3

29. Investments Dept. 2 - - - 2 30. Maintenance Dept. 3 - - - 3 31. Accountant Dept. 6 - - - 6 32. Financial Budgets Dept. 8 - - - 8 33. Tariffs,economic analysis 2 - - - 2 34. Preventive financial control

Dept. 4 - - - 4

98

There were no intolerable tolerance level risks identified (with a tolerance level 13-25).

Evolution of the managerial intern control system’ implementation and compliance stage in

Societatea Oil Terminal SA, in the period 2012-2016

According to provisions of the Managerial/intern control system report on 31 December 2012,

according to managerial/intern control system selfevaluation results, got on 31 December 2012,

Societatea Oil Terminal SA had a partially complying managerial/intern control system with the

standards contained in the Managerial/intern 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 31.12.2016, according to Report on the managerial/intern control system on 31 December 2016,

according to managerial intern control system selfevaluation’ results on 2016’completion, Societatea

Oil Terminal SA had a ’’complying’ managerial/intern control with the standards contained in

Managerial/intern control code, all 16 standards being implemented according to provisions of Order

no.400/2015 with further alterations and additions.

3.5.9 Prospective elements regarding the company’ activity

3.5.9.1 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:

unachievement of planned services supplies program for the current year following the clients planned

commercial activity decrease for 2015;

- 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;

31

No.

Investments expenses

YEAR 2016 Revenues and

expenditures

budget

Achieved

Differencies

%

0 1 2 3 4=3-2 5=3/2*100 Expenses for investments from which: 10,319 13,107 2,788 127.0

1. - investments for the company own patrimony 7,139 9,973 2,834 139.7 2. - investments related to public domain 3,180 3,134 -46 98.6

- 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.

3.5.9.2 Capital, current and anticipated expenses on the company’ financial situation

comparing to the same period of the previous year

Investments activity 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 2013-2017, annex of the Lease

Oil Agreement concluded with the National Agency of Mineral Resources.

In 2016 total investments expenses in an amount of 13,215 thousand lei were recorded, on the

investments’ financing source, by investments credits reimbursements in an amount of 2,896 thousand

lei, and investments expenses in an amount of 10,319 thousand lei.

In 2016, total investments expenses in an amount of 13,107 thousand lei were recorded, increasing by

27% (namely 2,788 thousand lei) comparing to the planned value for 2016 (10,319 thousand lei).

The structure of the achieved investments expenses in 2016 comparing to the investments expenses

approved by BVC is the following:

The total degree of the investments program achievement is over 127% on 31.12.2016.

The achieved investments expenses value in 2016 increases by 406 thousand lei comparing to 2015,

therefore:

- investments for the own patrimony increased by 1,257 thousand lei than 2015; - investments related to the public domain decreased by 851 thousand lei in 2016 than 2015.

The investments objectives synthesis achieved in 2016, on works types and assets’ propriety,

comparing to the approved program by BVC for 2016 is as follows:

INDICATORS

Year 2016 Approved

BVC

Achieved

%

1 2 3 4 5=4/3

EXPENSES FOR INVESTMENTS, from which: 10,319 13,107 127%

1 Investments going on, din from which: 9,674 12,171 126%

a) for the company’ own patrimony 6,904 9,167 133%

Upgrading of R22/ S 6,705 8,202 122%

Upgrading of gas oil metering skids jetties 70,75 -

project

50

815

1630%

Repairment of R22/P (project) 69 69 100%

32

Upgrading of electric lightening facility rail platform

South Storage Farm (project)

80

81

101%

b) for the state public domain goods 2,770 3,004 109%

Upgrading of T38 2.770 3,004 109%

2 New investments, from which: 510 167 33%

a) for the company’ own patrimony

100

35

35%

Shoretank 50,000 C.M. in South Storage Farm (project

+ execution)

100

0

0

Pipeline network’ aboveground position Port Storage

Farm - South Storage Farm (project + execution)

0

35

-

b) for the state public domain goods

410

132

92%

Radar teleremote – 4 pieces. 410 0 0

Remote distiller for petroleum products and solvents

distillation characteristics determination

0

132

-

3 Investments at the existent fixed assets

(upgradings), from which:

0

243

-

a) for the state public domain goods

0

243

-

Upgrading of Commercial direction building- Port

Storage Farm

0

228

-

PVC S.E.R.M.E.joinery 0 15 -

4

Equipments (other fixed assets acquisitions)

135

542

401%

Investments achieved in 2016 in an amount of 13,107 thousand lei were exclusively financed from

own sources.

The investments program had in view:

Continuation of works for gas oil bunkerage metering facilities upgrading jetties 70 and 75;

Continuation of shoretanks’ upgrading works in the South Storage Farm by upgrading

shoretank R22

Investments works on the fixed assets and facilities in Oil Terminal, among the most

important:

Private domain (Oil Terminal)

upgrading shoretank M22S capacity 31,500 CM South Storage Farm

upgrading laboratory and social group

remote facility for railcars weighting

cooling tower in closed network EWK-C 225/3

50 Microsoft Get Genuine Kit licenses for Windows 10 Pro SNGL OLP NL SW

Electric pump for viscous products

Triphased welding generator NTW-200T (3 pieces)

Electromagnetic flowmeter Optiflux 5300 DN50 PN40

Upgrading workshop building 2 Caraiman

COV analyzer Riken Keiki GX 6000 type and accessories

State public domain

Upgrading shoretank T38S South Storage Farm

Remote distiller

33

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

activity

Events significantly affecting the revenues from main activity:

1. Getting of Customs warehouse authorization since 01.11.2015. Since 2007, Societatea had the

fiscal authorization, and in the period 2004-2010 the company got the fiscal storage

authorization too, authorization lost since 01.09.2010, further EGO no.54/23.06.2010, by

which it was forbidden the excisable products movement in excises payment exemption

condition to Oil Terminal SA Constanta, from Oil Terminal to other warehouses. This

measure led to a outstanding decrease of excisable petroleum products handled through the

petroleum terminal and to the achieved revenues decrease. In November 2015, Oil Terminal

got again the fiscal wharehouse, fact leading to the company’ revenues’ increase.

2. Decrease of products quantities handled through terminal. The revenues from the main activity

are significantly affected by decrease of the handled products quantities, that continuously

decreased as a consequence of the market terms change. If in 2005, 13.6 million tons products

were achieved, these decreased up to 4.1 million tons in 2013, in 2014 they increased to 5.2

million tons, in 2015 there was 5.4 million tons in 2016 to 5.9 million tons.

3. 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.

The change of Rompetrol Rafinare’ major shareholder to China Energy Company company

can lead to the supplies volume increase through oil Terminal.

4. The industrial activity contractation at macro and microeconomic level. The macroeconomic

context at national and international level determines restraints at the industial activity level,

affecting Oil Terminal’ activity. Opening of new refining capacities in middle east and oil

products getting, approved by the European Community can have a major impact on oil

production in Romania and Europe due to lower prices introduced on the consumption market.

5. The commercial policy applied by Oil Terminal’ main clients (OMV Petrom, Petrotel Lukoil,

Rompetrol Rafinare) decisively influences the volume of services supplies handled in the oil

terminal.

6. Entry in insolvency of some clients determines the unachievement of the planned services

supplies program and recording of some receivables losses, influencing the general liquidity.

3.5.9.4 Important events after 31 December 2016

I. On 10.03.2017, the Shareholders General Ordinary Assembly is summoned with the following

added day agenda:

1. Board of Directors’ report regarding the stage of implementation of EGO 109/2011 and

presentation of the management plan’ management component

2. The Chairman’ empowerment to sign the meeting’ documents

3. The company’ general director’ empowerment to sign the necessary documents regarding the

shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and to

effect the formalities regarding these decisions’ publishing.

4. Settling the date 30.03.2017, as register date, according to art. 238, al.1 of Law no.297/2004 and

settling of date 29.03.2017 as ex-date, according to art. 238, al.1 of Law no.297/2004, CNVM

Regulation no.1/2006 and CNVM Regulation no.6/2009 together with ASF Decision

no.1430/07.10.2014. 5. Ceasing of Shareholders General Ordinary Assembly decision no.7/10.10.2016’ applicability 6. Ceasing of Shareholders General Ordinary Assembly decisioon no.9/21.11.2016’ applicability

34

7. Recalling of Societatea Oil Terminal SA’ Board of Directors’ members, appointed by

Shareholders General Ordinary Assemblies’ decisions no.2/28.03.2016 and 4/11.08.2016

8. Appointment of interim managers in Societatea Oil Terminal SA’ Board of Directors by the

cumulative voting method

9. Settling of the Board of Directors’ interim managers’ mandate by the Shareholders General

Assembly in terms provided by EGO 109/2011, approved with alterations and additions by Law

no.111/2016 if this one comes before the 4-month term completion.

10. Settling of the interim managers monthly indemnity, managers appointed by the cumulative voting method.

11. Approval of the management contract form to be concluded with interim managers.

12. Empowerment of a representative of the Energy Ministery in the General Assembly to sign the

managers’ mandate contracts, managers appinted in the meeting of 10.(11).03.2017.

II. On 13.03.2017 the Shareholders General Ordinary Assembly is summoned with the following

added day agenda:

1. Approval to issue a bank guarantee letter in an amount of 5.5 million Euros in order to update

the level of guarantee to be constituted for the authorization of storage fiscal warehouse.

2. The Chairman’ empowerment to sign the meeting’ documents

3. The company’ general director’ empowerment to sign the necessary documents regarding the

shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and

to effect the formalities regarding these decisions’ publishing.

4. Settling the date 31.03.2017, as register date, according to art. 238, al.1 of Law no.297/2004

and settling of date 30.03.2017 as ex-date, according to art. 238, al.1 of Law no.297/2004,

CNVM Regulation no.1/2006 and CNVM Regulation no.6/2009 together with ASF Decision no.1430/07.10.2014.

III. Petrotel Lukoil Ploiesti, the third great refinery in Romania and one of the most important

clients communicated that,will be in technical review in the period 25 February – 5 April

2017, in order to effect repairs works for the facilities’ reliability increase, the energetic consumption decrease and environment safety.

IV. THE COMPANY’ FIXED ASSETS

4.1 Location and main characteristics of the production capacities in the company’ propriety

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

is located in Constanta Port;

The three storage farms distribute the activities of receiving, storage, conditioning and delivery of

crude oil, petroleum, petrolchemical and liquid chemical products for import, export and transit, all

being monitored by an unic strategy;

Oil Terminal SA Constanta effects services supplies regarding loading, discharging and conditioning

of the following products: crude oil, gasolene, gas oil, petrochemical and liquid chemical products;

Each storage farm is provided with crude oil, petroleum, petrolchemical and liquid chemical products

loadin-discharging platforms, shoretanks due to their storage, pumps houses, pipelines connecting the

different storage farm technical equipments;

Port Storage Farm is provided with jetties, especially equipped petroleum vessels operation. For crude

oil, gas oil, gasoline, the facilities are provided with remote flowmeters;

35

Loading/discharging platforms for railcars with a capacity of about 20,000 tons/24 hours are

represented by a restraint rail area, especially provided for oil and liquid chemical products railcars’

loading/discharging. Parallel to rail car sector, there are mounted collecting pipelines through which

the products are discharged by free fall. The collectors are connected to the pumping equipments by

transport pipelines;

Transport pipelines with diameters between 100 and 1000 mm;

Pump houses achieving flows between 300 cm /h and 2,500 cm/h are generally closed buildings,

inside which the pumps ensuring the existent products in the storage farm are handled. They are

electrically actioned. Inside the pumps houses there are suction and repression pipelines mounted, and

the closing fittings;

Shoretanks with capacities between 1,500 cm and 50,000 cm, are specialized for liquid products

storage. They are of metallic construction, cylindrical, vertically located –above ground, safety

protection belts, fixed or floating roof, some provided with concrete protection belts, others in earth or

concrete retention tanks. The shoretanks are provided with fire fighting system and according to the

stored products kind, with thermical isolation or heating coils;

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

4.2 The commercial company proprieties’ degree of wear

From the physical state and maintenance of fixed assets put in use point of view, the wear state for the

facilities, technological equipments and shoretanks in the company’ patrimony, according to Register

regarding the classification and fixed assets use normal periods, is thought to be over 50%.

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

books of these fixed assets.

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

terms safety.

Amortization is calculated at the accountant value (acquisition cost or reestimated value), using the

liniar amortization method, for the assets estimated lifetime, the next month since its put in use and is

included monthly in the company’ costs.

The estimated useful lifetimes are:

Category Useful lifetime (year) Buildings 8-40 years Technological equipments (cars, equipments, work

facilities) 3-24 years

Apparata and equipments for measurement, control,

regulation 2-24 years

Transport ways 3-16 years Furniture, office equipment and other tangible assets 2-16 years

On 31.12.2016 the tangible assets fair value, determined by the reestimated value is as followings:

- Filds 298.616.273 lei

- Constructions group 136.754.785 lei - Tehnical facilities and cars 19.962.218 lei - Other facilities, equipment and furniture 3.076.575 lei - Tangible assets going on 2.310.795 lei

The lands are not amortized as they mean an unlimited lifetime.

36

4.3 The potential matters regarding the propriety right on the commercial company’ tangible

assets Oil Terminal has no matters regarding the propriety right on the commercial company’ tangible assets

V. THE MARKET OF THE SECURITIES ISSUED BY THE COMPANY

According to G.D. no.980/22.12.2015, regarding the Ministery of Energy’ organization and running,

Oil Terminal passed under the Ministery of Energy’ authority.

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

value of 0.10 lei.

Societatea Oil Terminal SA’ shareholding structure on 31.12.2016:

Shareholders Shares number Contribution (%)

Ministry of Energy 347,257,973 59.62 Fund Proprietatea S.A 36,796,026 6.32

Legal persons 106,557,038 16.66 Physical persons 91,819,216 17.40

TOTAL 582,430,253 100

Oil Terminal’ shares evolution

The main shareholder is the Romanian State represented by the Ministry of Energy, owing 59.62% of

the social capital.

The shares issued by the company are traded at sight, on the regulated market, Bucharest Stock

Exchange, in department Capital titles, Standard Class, under symbol OIL, since 30.01.1998.

On 30.12.2016, the shares were traded at the value of 0.0942 lei/share (closing price)

Information about issue Total shares number 582,430,253 Nominal value 0.1000 Social capital 58,243,025.30 Stock indicators on 30.06.2016 according Bucharest Stock Exchange Capitalization 56,864,929.83 PER 9.28 P/BV 0.13 EPS 0.01 DIVY 5.20 Gross dividend (2015) 0.004899

In 2016, there were no activities of Oil Terminal SA Constanta to aquire own shares.

Oil Terminal SA Constanta has no branches, not existing shars issued by mother company owned by

branches.

In 2016 the company didn’t issue bonds.

5.1 Mentioning of Romanian markets and of other countries on which securities issued by the

commercial company are negotiated Oil Terminal SA shares are traded at Bucharest Stock Exchange, rank standard, symbol OIL.

5.2 The commercial company policy regarding the dividends.

According to provisions of GD64/2001 letter f) the commercial companies with major state capital

submit for Shareholders General Assembly’ approval, minimum 50% of the state or local budget

payments, if independent administrations, or dividends, if national companies, national companies and

commercial ones with a full or major state capital’’

For 2016, by address no.260176/01.02.2017, the Minstery of Energy, by General Direction for

privatization and management of state contributions in energy communicated to the company the

Memorandum approved by Government in the meeting of 27.01.2017 regarding the state

37

representatives’ empowerment in the Shareholders General Assemblies in the full or major state

capital to take the measures necessary to distribute a minimum of 90% of the net profit achieved for

2016 in dividends/payments to the state budget.

Therefore, the distribution of 90% (14,225,638 lei) from the net profit achieved for 2016 in dividends,

according to art.1 paragraph 1 letter f) of GD64/2001 together with Memorandum by Government in

the meeting of 27.01.2017.

Shareholders entitled to receive the distributed dividends from the net profit achieved in the financial

year 2016 are those recorded in the Shareholders registrar on the recording date.

The dividends are paid to the shareholders proportionaly with the participation rate at the social

capital.

In 2014-2016, the distributed dividends situation was the following:

Dividends - lei Year 2016 Year 2015 Year 2014 gross 14,225,638 2,853,825 261,903 net - 2,799,149 247,161

Paid until 31.12.2016 - 2,575,259 229,216

The gross dividens/share in the period 2014-2016 is as followings:

Year lei/share 2014 0.00044967 2015 0.00489986 2016 0.02442462

The dividends payment date will be settled complying with provisions of art. 129³ paragraph 2 of the National Committee of the Securities Regulation no.1/2006 regarding the issuers and securities

operations with further alterations and additions:’’Regarding the dividends, the shareholders general

assembly settles the payment date in a working day after the most 15 working days after the

registering date but not later than 6 months since the shareholders general assembly date to settle the

dividends’’.

5.3 The commercial company’ any acquisition of own shares activity

Oil Terminal din not effect trades having as object own shares acquisition and does not have own

shares on 2016’end.

5.4 The shares’ number and nominal value of shares issued by the mother company, owned by

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

5.5 Issue of securities/and /or other receivables Oil Terminal SA did not issue securities or other receivables

VI. THE COMPANY’ MANAGEMENT

6.1 List of the company’ managers The company’ management is ensured by a Board of Directors constituted of 7 members.

The Board of Directors’ structure in 2016 and until the present report is as follows:

No.

Name/first name

Birth date

Profession

Position

1.

CRIȘAN

DANIEL MARIUS

18.09.1961

Engineer Board of Directors’ Chairman

May 2015 – March 2016

38

2.

COSTREIE

TOMA BOGDAN

13.11.1976

Legal adviser

Manager

May 2015 – present Chairman

of Board of Directors Aprilie

2016-17.10.2016

20.01.2017-present

3. GHEORGHE CRISTIAN

FLORIN

03.08.1975

Engineer Manager

May 2015 – March 2016

4. PAUN DAN

13.04.1964

Engineer Manager

May 2015 – March 2016

5.

DAVID ELENA DANIELA

11.08.1976

Legal adviser Manager

May 2015 – March 2016

6.

MATEI DUMITRU

08.07.1965

Engineer

Manager

May 2015 – present

Chairman of Board of Directors

18.10.2016-19.01.2017

7.

S.C. STAAR RATING SRL

-

Legal entity represented by

Dan Cristian BARBULESCU

Manager

May 2015-present

8. GRIGORESCU

CATALIN CONSTANTIN

21.05.1975

Legal adviser Manager

28.03.2016– present

9.

TANASE

IULIA GABRIELA

05.07.1979

Engineer

Manager

28.03.2016-10.10.2016

13.12.2016-present

10. CODESCU DAN

31.08.1953

Engineer Manager

28.03.2016 – 31.05.2016

11. GHIȚĂ

BOGDAN VALENTIN

05.07.1969

Engineer

Manager

28.03.2016 – 10.10.2016

13.12.2016 - present

12. STĂNESCU

NICOLAE BOGDAN

CODRUȚ

08.09.1974

Engineer and legal adviser

Interim manager

16.06.2016 – 28.08.2016

13.

MOISE

NICOLETA MARIANA

27.08.1982

Economist

Manager

11.08.2016 – 10.10.2016

13.12.2016 - present

14. FLOREA CRISTIAN 05.05.1972 Economist Manager

10.10.2016 - 13.12.2016

15. PATRINICHE

BOGDAN CRISTIAN

16.01.1960

Engineer Manager

10.10.2016 – 13.12.2016

16. NEGRIȘAN

CLAUDIU EDUARD

23.08.1972

Engineer Manager

10.10.2016 – 13.12.2016

On 10.10.2016 the Shareholders General Ordinary Assembly adopted Decision no.7, by which new

managers were appointed according to provisions of Law no.111/2016 for EGO no.109/2011’

alteration and approval and the unconfirmed ones were recalled, namely:

Costreie Toma Bogdan

Grigorescu Cătălin Constantin

Matei Dumitru

Florea Cristian

Patriniche Bogdan Cristian

Negrișan Claudiu Eduard

SC Staar Rating SRl

recalling from Societatea Oil Terminal SA’ Board of Directors’ members’ position, further the fact

that they wre not re confirmed by cumulative voting, according to art.32 item (7) of EGO no.109/2011

regarding the corporate governance of public companies, approved with further alterations and

additions: -Tănase Iulia Gabriela

-Moise Nicoleta Mariana

39

-Ghiță Bogdan Valentin

This AGOA’ decision was not recorded in the Commerce Registrar Office of Constanta Court as

intervention requests were submitted, the files being submitted to be solved up to Constanta Court as

follows:

1. In file no. 7167/118/2016, pending on Constanta Court of Law , wich object is the intervention

request submitted by intervenor Androne Nicusor against AGOA’ decision no.7/10.10.2016

record. By decision no.96 given on 08.02.2017, Constanta Court admitted the intervention request on own name submited by the intervenors Androne Nicusor and the Ministry of Energy and rejected, as groundless, the mentions recording no.75498/18.10.2016 and the lack

of passive procesual quality of the defendant Commerce Registrar Office. The decision is

executive.

2. By decision given on 25.01.2017 in file no.7170/118/2016, Constanta Court took note of the

intervenor Fondul Proprietatea’ give up trial, according to art.400 civil procedure code and

ordered AGOA’ decision no.7/10.10.2016, without entering the request’ motivation.

3. By decision no.903/15.11.2016 given in file 7168/118/2016, Constanta court cancelled as

unstamped, the intervention request submitted by Broadhurst Inv.Ltd.

On 26.10.2016 the plaintiffs ’’Oil Terminal’’ Union and the company shareholder Androne Nicusor

submitted an action for annulment of the company’ Shareholders General Ordinary Assembly’

decision no.7/10.10.2016 until the action for annulment resolution. The presidential ordinance is the

object of file no.7293/118/2016, pending on Constanta Court.

By civil sentence no.2434/13.12.2016, Constanta Court suspended AGOA’ decision execution for file no.7292/118/2016 of Constanta Court, rejected as groundless the active processual quality lack

exception of the plaintiff ’’Oil Terminal’’ Union, admitted the request submitted by the plaintiffs ’’Oil

Terminal’’ Union and the company shareholder Androne Nicusor, in contradictory with the defendant

Oil Terminal SA.

On 16.12.2016, Societatea Oil Terminal SA appealed against the civil sentence no. 2434/13.12.2016

given by Constanta Court in file 7293/118/2016, a trial term not having been settled yet by Constanta

Court of Appeal.

Managers appointed by Shareholders General Assembly’ decision no.7/10.10.2016 started activity and

adopted decisions of financial impact on the company’ actrivity without opposability from third

parties taking into account the fact that, the company is a strategical one, BVB listed and needs

opposability for the adopted decisions.

By decision no.98/27.10.2016 of BoD the process of recruitment and selection of General Director and

Financial Director started, according to provisions of EGO no.109/2011, as it was altered by Law

no.111/2016 in the form proposed by the Committee of Nomination and Remuneration.

By decision no.101/04.112016 of BoD, the selection procedure for General Director and Financial

Director were approved, according to provisions of EGO no.109/2011, as it was altered by Law

no.111/2016 in the form proposed by the Committee of Nomination and Remuneration.

By decision no.102/04.112016 of BoD, the criteria of selection for General Director and Financial

Director were approved, according to provisions of EGO no.109/2011, as it was altered by Law

no.111/2016 in the form proposed by the Committee of Nomination and Remuneration.

By decision no.103/04.11.2016 of BoD, the selection criteria and procedure for an independent extern

adviser selection,specialized in human resources to assist the Committee of Nomination and

Remuneration (CNR) and the BoD in General Director and Financial Director’ selection, accor ding to

provisions of EGO no.109/2011, as it was altered by Law no.111/2016 in the form proposed by the

Committee of Nomination and Remuneration.

On 08.11.2016, the company published on itw own site and in Bursa and Financiar newspapers, the

ads provided in the procedure with deposit term on 08.12.2016, further extended by BoD decision

until 22.01.2017, according to legal regulations and BoD decision, and created address cnr@oil-

terminal.com to be put on the BoD’ members disposal without oil Terminal’ employees’ access to

provide the information’ accessibility. Apart, CNR’ president created and managed address cnr.oil-

terminal@gmail.com without oil Terminal’ employees’ access.

40

On 08.11.2016 the company submitted the participation invitation together with the the documentation

provided in the procedure only by : Boyden Global Executive Search, PricewaterhouseCoopers Audit;

George Butunoiu Group, Searchers advisory Group, Fast Foard Solutions, Lugera & Makler,

Transearch International, according to procedure approved by BoD’ decision no.101/04.11.2016. The

receiving and evaluation of offers was run by CNR.

According to CNR’ recommendations, by decision no.117/06.12.2016 of BoD, it approved to contract

the adviser George Butunoiu Group SRL as expert in recruitment of human resources, to assist Oil

Terminal/BoD/Committee of Nomination and Remuneration in the procedures of recruitment and

selection of General Director and Financial Director.

By decision no. 118/08.12.2016 of BoD, it extended the term for candidatures deposit for the general

director and financial director positions by 45 days, the limit date becoming 22.01.2017.

On 09.12.2016 the recruitment services supplies contracts nos. 196/336 and 197/337 were signed by

the company and recruitor, according to BoD decision no.117/2016.

The contracts’ run was provided by CNR’ president without sending documents to the company.

There is no information regarding some invoices issue according to contracts, until the report issue

date, the company hot having received any invoice.

On 13.12.2016, the court suspended Shareholders General Ordinary Assembly’ decision no.

7/10.10.2016’ effects, so that the managers recprded in ONRC retook thoir activity.

These met on 21.12.2016, although 4 managers of the 7 ones (Toma Costreie, Bogdan Ghita, Gabriela

Tanase, Nicoleta Moise) asked many times to discuss the adopted decisions in period 10.10-

12.12.2016 by BoD appointed on 10.10.2016 and unrecorded in Constanta Commerce Registrar Office

to identify the possible financial impact on the company and to take measures, Mr Matei (chairman of

BoD appointed by decision no.94/18.10.2016) refused to discuss this matter in the meeting.

Furher, the same 4 managers asked Mr.Matei, chairman of BoD, appointed by decision

no.94/18.10.2016, many times to urgently summon a BoD’ meeting to discuss the above-mentioned

matters, this one refusing each time, saying that there is no urgency for this request.

The 4 managers took an exception solution, according to provisions of art.141 paragraph 3 of Law

no.31/1990, according to which ’’BoD is also summoned of the motivated request of at least 2

members or of the general director. The day agenda is settled by the requests’ authors’’,summoned an

urgent meeting of BoD on 20.01.2017, due to the necessity to adopt some measures to stop the

company’ commitment in unjustifiable/possible litigations further the implementation going on of

some decisions regarding provisions of EGO no.109/2011 by managers appointed according to Law

31/1990.

On 19.01.2017, Mr.Dumitru Matei, BoD’ chairman appointed by decision no.94/18.10.2016 sent a

communication by which he gives up the position of BoD’ chairman.

By BoD’ decision no.3/20.01.2017, the recruitment and selection process for general director and

financial director was suspended, according to provisions of EGO no.109/2011, approved with

alterations and additions by Law no.111/2016, the suspension being unoperable and on CV’ deposit

term.

On the financial situations issue date, BoD is made of managers recorded in Commerce Registrar

Office of Constanta Court (appointed by AGA decisions nos.2/28.03.2016, 4/11.08.2016) further the

suspension of AGOA’ decision bo.7/10.10.2016 until the final solution of the action for annulment

being the object of file no.7292/118/2016 of Constanta Court.

Manager’s participation to the commercial company’ capital

SC STAAR RATING SRL is a legal person, represented by Dan Cristian BARBULESCU, owing 100

shares and Dumitru MATEI owing 1,000 shares.

41

6.2 List of the company’ executive management’ members:

Societatea Oil Terminal SA’ executive management in 2016: No. First name/Name Position 1. Viorel Sorin Ciutureanu General Director 06.07.2012 - present 2. Dan Cristian Popescu Deputy General director 10.05.2013 – 08.04.2016 3. Adriana Frangu Economic Director 10.07.2012 - present 4. Emil Rohat Technical Director 04.01.2011 - present 5. Gabriel Daraban Commercial Director 10.07.2012 - present

The executive management members, namely Mrs. Adriana FRANGU, Commercial Director Gabriel

DARABAN, Technical Director Emil ROHAT are the company’ employees according to labor

individual contracts for an undetermined period of time.

In the meeting of 13 May 2016, Board of Director, with a majority of votes, decided to extend the

mandate contract no.112/06.07.2012 of the general director’ period nuntil the appointment of a new

general director according to EGO 109/2011, but not exceeding 4 years.

There are no participations of the social capital of managers, Viorel Sorin Ciutureanu, Dan Cristian

Popescu, Adriana Frangu, Emil Rohat, Gabriel Daraban.

Other mentions In the period 08.04.2013-22.04.2013, in the company Oil Terminal SA, the economic-financial

inspection took place by DGFP Constanta-SAF-AIF-Economic Financial Inspection Dept. Following

the control, the Compulsory Order no. 4036/25.04.2013, regarding the measures settled by the

economic-financial inspection bodies.

The control found out that the employees expenses, provided and approved by BVC, were exceeded,

for 2012, considering that the provisions of art.6 paragraph 4 of GEO no.79/2008 regarding the

economic financial measures at the economic operators level, with further alterations and additions.

The measure disposed by control was to apply a contravention fee, according to art 8^2 paragraph 3 of

GEO no.79/2008 in an amount of 5,000 lei, that, according to legal disposals, applies to the company’

General Director.

Therefore, the protocol no. 0045685/22.04.2012 was issued to Mr. Viorel Sorin Ciutureanu, as

General Director.

The employees expenses exceeding was due to the enforcement of the Civil Sentence no.

4842/01.10.2012, given by Constanta Court, in file no. 954/118/2012, by which the company had to

pay to the employees, in 2012, the Christmas Bonus for 2011.

On 07.05.2013 Oil Terminal SA’ General Director Mr. Sorin Viorel Ciutureanu submitted a complaint

against the Protocol of observation and penalization of offenses no. 0045685 concluded on 22.04.2013

by the National Authority of Fiscal Administration, General of Public Finances Constanta was asked

to cancel the protocol by which the penalization with the fee payment in an amount of 5,000 lei had

been ordered.

By the act, ANAF ordered to sanction General Director Mr. Sorin Viorel Ciutureanu with a fee in an

amount of 5,000 lei, as after the control effected in Oil Terminal SA, the control authority found out

that, the General Director in position is blamed to:’’exceed in structure of the employees expenses

level, approved in the revenues and expenditures budget’’ for 2012, invoking the provisions of art. 6,

paragraph 4 of GEO no.79/2008 according to which:’’ total expenses, those of salaries included,

represent maximum limit that can’t be exceeded’’.

The complaint was the file object no. 12052/212/2013, pending Constanta Court.

On 17.09.2014, the court, by final decision, admitted the contraventional complaint submitted by

the petitioner Sorin Viorel Ciutureanu in contradictory with the National Authority of Fiscal

Administration, General of Public Finances Constanta and ordered the cancellation of the

Protocol of observation and penalization of offenses no. 0045685/22.04.2013.

VII. FINANCIAL-ACCOUNTANT SITUATION

42

Financial situations were issued according to International Standards of Financial Report (IFRS)

provided by Regulation EC no.1126/2008 to adopt some accountancy international standards, with

further alterations and additions, adopted according to Regulation EC no.1606/2002 of EP and C of 19

July regarding the accountancy international standards’ application.

Since the finnacial year 2013, OIL TERMINAL’ annual financial situations are issued according to

IFRS.

7.1 Financial position situation -lei-

Patrimonial elements Year 2016 Year 2015 Year 2014 0 1 2 3

ASSETS Fixed assets, Intangible assets 3,609,380 3,842,195 3,674,645 Tangible assets 458,409,851 452,535,812 441,817,237 Tangible assets in execution 2,310,795 8,053,492 4,343,167 Other immobilized titles 0 0 170,972 Financial immobilizations 809,075 809,075 5,924,329 Total fixed assets 465,139,101 465,240,574 455,930,350 Current assets Stocks 1,055,927 659,463 466,884 Clients and assimilated accounts 16,478,491 14,118,800 10,977,879 Other receivables 1,894,626 2,845,905 1,669,677 Taxations and taxes to recover 1,035 165,243 40 Cash and cash equivalents 26,001,896 21,022,923 573,536 Total curent assets 45,431,975 38,812,334 13,688,016 Total assets 510,571,076 504,052,908 469,618,366 OWN CAPITALS AND DEBTS OWN CAPITALS Social capital 58,243,025 58,243,025 58,243,025 Other elements of own capitals 320,003 221,566 3,001,332 Reserves from reevaluation 210,424,839 211,016,140 197,406,053 Legal reserves 4,744,817 3,153,540 3,040,813 Other reserves 174,395,611 171,733,191 171,252,482 Surplus achieved from reevaluation reserves 4,680,864 4,089,562 3,209,102 Reported result without IAS 29 396,930 396,930 396,930 Reported result arisen from accountant errors

correction (25,839,366) (25,839,366) (25,839,366)

Current income 15,419,450 5,913.710 565,475 Profit distribution (1,193,812) - - Total own capitals 441,592,361 428,928,298 411,275,846 LONG TERM DEBTS Long term loans 7,331,250 9,011,593 11,801,718 Debts regarding the taxation on postponed profit 28,624,578 28,723,015 25,943,248 Total long term debts 35,955,828 37,734,608 37,744,966 CURRENT DEBTS Long term loans – curent part 1,815,458 2,896,375 2,046,375 Commercial debts 11,452,246 15,694,022 8,642,317 Debts regarding taxation and taxes 5,727,672 5,112,884 3,830,850 Other current debts 2,276,884 1,767,684 1,604,022 Total current debts 21,272,260 25,470,965 16,123,564 TOTAL DEBTS 57,228,088 63,205,573 53,868,530 Provisions 11,688,173 11,826,513 4,379,158 Subventions for investments 62,454 92,524 94,832 TOTAL OWN CAPITALS AND DEBTS 510,571,076 504,052,908 469,618,366 Net accountant asset 453,342,988 440,847,335 415,749,836

Fixed assets In the fixed assets structure, there are the investments effected in the company’ own domain, and the

investments effected for the publicdomain, according to Oil agreement for crude oil and petroleum

products’ handling activity leasing.

43

Tangible assets On 31.12.2016 the tangible assets net value increased by 1.3% comparing to 31.12.2015, namely by 5,874,039 lei, as follows:

- +18,274,416 lei put in work from the tangible assets going on, from which:

- 11,155,381 lei for the company’ own domain - 7,119,035 lei for the public domain according Oil agreement - - 12,069,657 lei tangible assets amortization in 2016 - - 330,720 lei outgoings from tangible assets in 2016

Intangible assets Intangible assets recorded in Societatea OIL TERMINAL’ bookkeeping are informational

programs/licenses for these, bought from third parties and the leasing of the shoretanks, crude oi land

oil products transport pipelines, pumping facilities and other equipments, concluded with the National

Agency for Mineral Resources.

On 31.12.2016 there were no intangible assets’ depreciation found.

Financial assets On 31.12.2016 the financial assets balance is made of financial guarantees in an amount of 809,075 lei:

- guarantees given to suppliers in an amount of 867 lei, from which 785 lei for Telecomunicatii CFR supplier and 82 lei for the supplier Compania Nationala CFR Sucrursala creir cf Constanta.

-other receivables in an amount of 808,208 lei, identical to the balance recorded in the previous year,

representing:

-bank guarantee letter no.140LG0115331002/27.11.2015 in an amount 804,493 lei, issued by

Bancpost SA in the General Direction of Large Contributors’ management, in force until 25.11.2016,

by opening a collateral deposit, to guarantee the trade according to commitment contract

no.1406/27.11.2015, in view to complete the guarantees constituted for the company’ fiscal warehouse On 24.11.2016, the guarantee letter availability 140LG0115331002 extended until 24.11.2017

-3 guarantee letters in an amount of 3,715 lei, in Compania Nationala Administratia Porturilor

Maritime’ favour.

Current assets

On 31.12.2016 the total current assets increased by 17.1% (6,619,641 lei) comparing to 31.12.2015,

mainly due to increase by 23.7% of cash flow and the cash flow equivalents.

Commercial receivables and other receivables The clients’ debts rotation speed indicator result on 31.12.2016 is 34 days comparing to 33 days on 31.12.2015.

The main clients owing an outstanding percentage (89%) in the turnover on 31.12.2016 are: Petrotel

Lukoil S.A., Vitol SA Geneva, OMV PETROM S.A., Oscar Downstream, Mol România Petroleum,

Litasco, Euronova Energies, Maddox SA Geneva, Rompetrol Rafinare S.A.

On 31.12.2016 the value recorded of 16,478,491 lei, representing Clients and assimilated accounts, increased by 16.7% comparing to 31.12.2015 and is mainly made of current receivables to be cashed

(98.1%).

Cash flow and cash flow equivalent On 31.12.2016 the cash flow and cash flow equivalent increased by 23.7% comparing to 31.12.2015,

mainly due to the available amount in lei in banks, increased 4.9 times.

In 2014-2016 the total assets had the following values:

Year 2016 % Year 2015 % Year 2014 % 0 1 2 3 4 5 6

Immobilized assets 465,139,101 91.1 465,240,574 92.3 455,930,350 97.1 Current assets 45,431,975 8.9 38,812,334 7.7 13,688,016 2.9

Total assets 510,571,076 100 504,052,908 100 469,618,366 100

44

Own capitals Own capitals increased by 2.95% comparing to 31.12.2015, mainly due to the net profit increase by 2.6 times (9.5 mill.lei) in this period.

The current assets determinant element is own capitals.

Own capitals’ evolution in the period 2014-2016 is the following: Lei

Year 2016 % Year 2015 % Year 2014 % 0 1 2 3 4 5 6

Own capitals 441,592,361 86.5 428,928,298 85.1 411,275,846 87.6 Total liabilities 510,571,076 504,052,908 469,618,366

Debts on long term Debts on long term in an amount of 35,955,828 lei decresed by 2,778,780 lei, namely by 4.7%

comparing to 31.12.2015, mainly due to the reimbursement of the 2 investments credits rates,

contracted in 2011. namely 2013

Debts on short term On 31.12.2016, the debts on short term decreased by 16.5% comparing to 31.12.2015, mainly due to

the commercial debts’ diminishing to suppliers.

The evolution of total debts in the last three years is as followings:

Year 2016 % Year 2015 % Year 2014 % 0 1 2 3 4 5 6

Total debts 441,592,361 86.5 428,928,298 85.1 411,275,846 87.6 Total liabilities 510,571,076 504,052,908 469,618,366

Total debts recorded on 31.12.2016 are in an amount of 57,228,088 thousand lei, representing: - debts under 1 year 21,272,260 lei

- debts over 1 year 35,955,828 lei

Debts < 1 year: 21,272,260 lei

1. Loans on long term- current part 1,815,458 lei

2. Commercial debts 11,452,246 lei

3. Debts regarding impots and due taxes 5,727,672 lei

4. Other current debts

(employees, shareholders) 2,276,884 lei

Debts > 1 year: 35,955,828 lei

1. Loans on long term 7,331,250 lei

2. Debts regarding impot on postponed

income 28,624,578 lei

For year 2016 a tax on postponed profit on own capitals was recorded in an amount of 28,723,015 lei

was dimished by 98,437 lei, representing taxation on postponed profit related to shoretanks from the

reevaluation for the assets transferred/aut of use in the reported result. The postponed result on 31

December 2016 is (98,437 lei) in the overall result situation.

On 31.12.2014, it was recorded according IAS 8 ’’ Accountant policies, accountant estimations and

errors’’, tax on postponed profit in an amount of 25,839,366 lei, for reserves from reevaluation in 2011-2013, on own capitals, by account ’’reported result arisen from accountant errors correction’’. For 2014, tax on postponed profit on own capitals in an amount of 103,882 was recorded.

For 2015, tax on postponed profit on own capitals in an amount of 2,779,767 lei was recorded.

45

On 31.12.2016, the company has no debts to the state budget (ANRM included), social insurance

budget, local budget, bank financial institutions, investments suppliers, suppliers for services supplies

and goods deliveries.

Receivables On 31.12.2016, the total receivables recorded are in an amount of 11,688,173 lei, from which:

-provisions for litigations in an amount of 8,266,492 lei. The management periodically analyses the

litigations going on, after having been advised by the legal advisers, it decides the necessity to create

provisions for the amounts involved or their presentation in the financial situations.

-Provisions for the employees’ benefits in an amount of 1,841,055 lei This provision was calculated

accordng to the Work Collective Contract no.2029/28.12.2015, in force in the period 01.01.2016-

31.12.2017, by estimating the average salary, the average of the salaries number du eon retirement, the

estimation of the period the salaries are paid on retirement and the estimation of the contributions due

by the employer for the gross amounts calculated. -Other provisions for the employees participation to profit in an amount of 1,580,626 lei The company recorded on 31 December 2016 a provision for risks and expenses rgarding the employees

participation to profit in an amount of 1,580,626 lei, according to GDno.64/2001 regarding the profit’

distribution in the commercial companies with full or major state capital, with further alterations and

additions, OMFP 144/2005 regarding the approval of the Mentionings for the amounts settling being

the object of the profit’ distribution and OMFP 418/2005 regarding some accountancy mentionings

applicable to economic agents.

7.2 The situation of overall result

Year

completed 31

December

2016

Year

completed on

31December

2015

Year

completed on

31 December

2014 Revenues from the suplied services 159,561,475 137,361,440 106,119,881 Revenues from residual products sale 1,205,638 851,283 635,511 Other revenues from operation 1,458,031 (7,310,194) (2,780,050)

Material expenses (8,942,594) (7,186,274) (4,381,291) Energy, water expenses (3,743,473) (4,260,497) (4,549,160) Employees expenses (64,527,495) (59,990,006) (57,398,458)

Third parties services supplies expenses (12,498,137) (12,279,951) (11,332,248) Amortization expenses (12,375,301) (10,874,605) (10,870,600) Other expenses from operation (39,710,623) (26,252,469) (12,374,624) Result from operation 20,427,521 10,058,727 3,068,961 Financial revenues abd expenses

(net values)

(963,535)

104,457

(814,421) Gross result of the year 19,463,986 10,163,184 2,254,540 Expenses regarding the taxation on profit 4,044,536 4,249,474 1,689,065 Year net result 15,419,450 5,913,710 565,475 Other elements of overall result: Elements that won’t be re classified as profit

and loss, from which:

689,738

12,591,241

(1,212,265) Earnings from transferred/out of use proprieties 591,301 880,460 53,392 Surplus from the assets’ reevaluation - 14,490,547 (1,161,774) Debt regarding the postponed taxation related

to the reserve from reevaluation

(98,437)

2,779,766

103,883 Total overall result 16,109,188 18,504,951 (646,790) Result per share (lei/share) 0.027659 0.031772 (0.001111) Dilluted result per share (lei/share) 0.027659 0.031772 (0.001111)

Taxation on current and postponed profit of the company is settled at a statutary rate of 16% The taxation on recognized profit in the account of profit and loss for 2014-2015 is as follows:

46

Year completed on

Year completed on

Year compeled on

31 Dec. 2016 31 Dec. 2015 31 Dec. 2014

Current taxation expenses 4,044,536 4,249,474 1,689,065

Total expenses for taxation on profit 4,044,536 4,249,474 1,689,065

Reconciliation of the taxation effective rate for 2014-2016:

Year completed on Year completed on Year completed on

31 Dec. 2016 31 Dec. 2015 31 Dec. 2014

Profit before the taxation on profit 19,463,986 10,163,184 2,254,540

Profit before the taxation on profit (sponsorship

expense excluded) 19,488,986 10,173,184 2,254,540

Taxation on profit at the statutary rate of 16% 3,118,238 1,627,709 360,726 Effect of nondeductible expenses 694,823 2,835,575 869,360 Taxation of reserves from reevaluation 980,222 818,068 627,460

Effect of nontaxable revenues (531,545) (895,584) (147,709) Deductions from legal reserve (168,357) (86,247) (18,036) Reinvested profit (23,845) (40,047) (2,736) Sponsorships exemptions (25,000) (10,000) -

Expense of taxation on profit 4,044,536 4,249,474 1,689,065

By AGOA’ decision no.11/08.07.2015 approved the net profit distribution proposal for 2014 in an

amount of 565,475 lei.

By AGOA’ decision no. 3/27.04.2015 approved the net profit distribution proposal for 2015 in an

amount of 570,765 lei. Proposal of the net profit distribution for 2016 has in view the followings: -GD 64/2001 Shareholders General Assembly approved with alterations by Law no.769/2001

-Memorandum approved in the government meeting of 27.01.2017 regarding the state’ representatives

mandate in the Shareholders General Assembly/Board of Directors, in the national companies,

national companies and commercial companies with full or major state capital, and the independant

entities, in view to take the measures for a minimum rate of 90% distribution from the net profit

achieved in 2016 as dividends/payments to state budget

-Ministery of Energy – General Direction of Privatization and State participations in energy communicated to the company by address no.2601/01.02.2017 to have in view the ‚’’Memorandum’

provisions approved by Government regarding the profit distribution for 2016’’

-Budget of revenues and expenses for 2016 approved by Shareholders General Ordinary Assembly

no.1/28.03.2016

-Order MFP no.144/2005 regarding the approval of Mentions for the settling of amounts being the

object of profit’ distribution according to GD 64/2001 in the national companies, national companies

and commercial companies with full or major state capital, and the independant entities -Order MFP no.418/2005 regarding some accountancy mentionings applicable to economic agents -Companies law no.31/1990

Net profit of 2016, before the recording of the amount 1,580,626 lei in account ’’Other provisions for

risks and expenses’’ representing the employees’ participation to profit (according to OMFP

418/06.04.2005), is 17,000,076 lei and proposes the distribution on the following destinations: - legal reserves 1,052,232 lei (Law 31/1990 art.183 paragraph 1)

- other reserves representing fiscal facilities 141,580 lei (Law 227/2015 regarding Fiscal code with further alterations and additions art.22 paragraph 1)

- employees participation to profit 1,580,626 lei (GD 64/2001 art1 paragraph 1 letter e)

- dividends due to shareholders 14,225,638 lei (GD no.64/2001 art.1, paragraph 1 letter f together with Memorandum approved in the Government meeting of 27.01.2017)

47

Further the recording of the provision for risks and expenses regarding the employees participation to

profit on 31.12.2016 in an amount of 1,580,626 lei, gross profit becomes 19,463,986 lei (21,044,612

lei – 1,580,626 lei) the taxation on profit in an amount of 4,044,536 lei remains unchanged, as the

provision constituted id fiscally nondeductible, and the outstanding net profit is 15,419,450 lei.

Proposal regarding the net pofit distribution for 2016 will be submitted for approval in the Board of

Directors’ meeting of 09.03.2017, and will be approved in AGA’ meeting of 26.(27).04.2017.

7.3. Economic financial indicators

Indicators Year 2016 Year 2015

Liquidity indicators Current liquidity 2.14 1.52

Immediate liquidity 2.09 1.50

Activity indicators (management) Clients’ debts rotation speed (days) 34 33

Suppliers’ credits rotation speed (days) 29 30

Intangible assets’ rotation speed (rotation) 0.35 0.30

Total assets rotation speed (rotation) 0.31 0.27

Profitability indicators Profitability of the employed capital (%) 4.18 2.31

Gross limit from sales(%) 12.12 7.35

Result per base share (lei/share) 0.027659 0.031772

Risk indicators

Indicator regarding the interests cover (number of times) 41.82 17.12

Liquidity indicators

The total current assets increased by 17.1 in 2016 comparing to the previous year due to the cash

availability increase, determining the immediate and current liquidities improvement.

The current liquidity indicator provides the guarantee of current debts’ cover by the current assets,

being usually liquid as easy to be capitalized, closet o the accountancy value. The value got on 31.12.2016 is 2.14 by 0.62 more than the value achieved on 31.12.2015 (1.52). The acceptable value (2)reflects the company’ capacity of current debts on the current assets.

Activity indicators (management) The debts rotation speed – clients expresses the company’ efficiency to collect receivables and

represents the number of days until the date when the debtors paid their obligationds for the company.

The value got on 31.12.2016 if 34 days. The credits rotation speed – suppliers expresses the credit days number for which the company gets from the suppliers.

The value got on 31.12.2016 is 29 days.

The profitability of the employed capital measures the permanent gross capitals performance (own

capitals + debts on average and long term)

Limit of gross profit expresses the whole activity’ profitability, the profit taken into consideration not being influenced by the taxation on profit.

7.4 Cash flow

31.12.2016 31.12.2015 31.12.2014 Flow cash from operating activity Net profit 15,419,450 5,913,710 565,475 Regulations for non monetary elements Amortization and regulations from the fixed assets depreciation 11,786,004 12,019,584 10,870,600 Loss from fixed assets’ disposal 147,529 437,390 51,957 Net movement of regulations for current assets (90,669) (474,488) 1,418,240 Net movement of provisions for risks and expenses (138,342) 7,447,355 2,604,140

48

Profit/loss from intangible assets’ immobilizations Other regulations - 4,823 0 Loss regarding interests (1,430,644) 699,020 (634,318) (Profit )/Loss from different currency exchange rate differences 370,917 522,140 871,004 Operational profit before other alterations in the current capital 618,143 (644,848) (40,196) Increases/decreases in stocks value 11,262,938 20,010,976 15,141,427 Increases/Decreases of receivables (396,464) (192,579) 517,828 Increases/Decreases in commercial and of different kind debts value (1,244,204) (4,482,352) 2,674,939 Net paid interests (3,408,765) 11,361,114 (3,647,890) Net cash flow from the operating activity (370,917) (630,330) (871,004) Cash flow used in investments activity 21,262,038 31,980,539 14,380,775 Tangible and intangible assets Increases/Decreases in assets value on long term (13,106,980) (12,922,869) (8,935,089) Cash flow from financing activities Net cash flow used in the investments activity - 5,286,226 (4,521,594) Tangible and intangible assets Increases/decreases of assets on long term Net cash used in investments Cash flow from financing activities (Increase) /Decrease of loans on short term Decrease of loans on long term 1,080,917 (850,000) (425,000) Paid dividends (1,680,343) (2,790,125) (2,046,374) Payments from financial leasing operations Cash flow from financing activities Increase /(decrease) of net cash and cash equivalents (2,576,659) (254,384) (56,292) Cash value and cash equivalents value on the year’ start Cash value and cash equivalents value on the year’ end - - (147,214)

VIII. AFFILIATED PARTIES

In period January-December 2016, Societatea ran the following trades with state owned companies:

Partener

Unpaid amounts on 31

December

2015

Acquisitions in period

01.01-

31.12.2016

Discounts in period 01.01-

31.12.2016

Undiscounted amounts on

31 December

2016

OLTCHIM SA 32.760 1.181.544 1.099.089 115.215 S.N.T.F.M CFR MARFA SUCURSALA

MUNTENIA DOBROGEA 4.003

35.189

35.627

3.565

TOTAL 36.763 1.216.733 1.134.716 118.780

Partner

Unpaid

amounts on 31

December

2015

Acquisitions

in period

01.01-

31.12.2016

Discounts in

period

01.01-

31.12.2016

Undiscounted

amounts on

31 December

2016

C.N.C.F. CFR SA 23,409 294,826 318,235 COMPANIA NATIONALA ADMINISTRATIA

PORTURILOR MARITIME

43,581

2,424,732

2,442,218

26,095

RAJA 128,541 796,805 877,209 48,137

ELECTRIFICARE CFR 21,338 82,964 83,530 20,771

AUTORITATEA FEROVIARA ROMANA 638 78,144 78,151 631 INSPECTORATUL REGIONAL IN CONSTRUCTII

SUD-EST

-

35,884

35,884

-

REGIA NATIONALA A PADURILOR ROMSILVA - 16,170 - 16,170

AUTORITATEA NAVALA ROMANA - 13,375 13,375 -

MONITORUL OFICIAL - 15,827 15,827 - COMPANIA NATIONALA PENTRU

CONTROLUL CAZANELOR,INSTALATIILOR DE RIDICAT SI RECIPIENTELOR SUB

-

16,092

16,092

-

49

PRESIUNE-C.N.C.I.R COMPANIA NATIONALA POSTA ROMANA

SUC. SERVICII EXPRESS

1,337

8,796

10,133

- INSTITUTUL NATIONAL DE CERCETARE –

DEZVOLTARE PENTRU PROTECTIA MUNCII –

I.N.C.D.P.M. ALEXANDRU DARABONT

-

8,748

8,748

-

TELECOMUNICATII CFR - 10,905 10,905 -

CAPITANIA ZONALA - 7,745 7,745 - AGENTIA NATIONALA PENTRU RESURSE

MINERALE

-

6,520

6,520

- CENTRUL NATIONAL DE CALIFICARE SI

INSTRUIRE FEROVIARA

1,350

5,810

7,160

- ADMINISTRATIA NATIONALA APELE

ROMANE ADMINISTRATIA BAZINALA DE APA DOBROGEA LITORAL

1,302

3,745

5,047

-

AUTORITATEA RUTIERA ROMANA-ARR - 4.833 4,833 -

FORMENERG - 4,123 4,123 - INSPECTIA PENTRU CONTROLUL

CAZANELOR RECIPIENTELOR

-

4,050

4,050

-

BURSA DE VALORI - 9,000 9,000 - ADMINISTRATIA NATIONALA APELE

ROMANE -

2,500

2,500

-

TOTAL 221,496 3,851,594 3,961,285 111,805

IX SPONSORSHIPS The sponsorship activity run in OIL TERMINAL is achieved according to Law no.32/1994 regarding

the sponsorship, with further alterations and additions. In 2016, the sponsorships started after the budget of revenues and expenses for 2016 approval, complying with the sponsorship expenses approved on interest fields.

For 2016, the sponsorships expenses comparing to Budget of Revenues and expenses is as follows:

Sponsorship expense type (lei) Achievements

Year 2016 BVC

Year 2016 Achieved /BVC

(▲ ▼%) Sponsorship expenses in medical and health field 20,000 20,000 -

Sponsorship expenses in education, training, social and sport field, from

which:

- for sports clubs

5,000

5,000

20,000

5,000

▼ 75%

-

Sponsorship expenses for other actions and activities - 10,000 -

Total 25,000 50,000 ▼ 50%

X. BOARD OF DIRECTORS’ PROPOSAL

10.1 Financial situations’ approval completed on 31.12.2016 The financial situations for 2016 contain:

-Situation of financial position on 31.12.2016

- Situation of overall result on 31.12.2016 - Situation of own capitals alterations on 31.12.2016

- Situation of cash flows on 31.12.2016 - Notes of the financial situations complete don 31.12.2016

The financial situations for 2016 will be submitted for approval in the Board of Directors’ meeting of

09.03.2017, and will be approved in Shareholders General Assembly’ meeting of 26.(27).04.2017.

10.2 Approval of net profit distribution for the financial year 2016

50

The proposal regarding the net profit distribution for 2016 will be submitted for approval in the Board

of Directors’ meeting of 09.03.2017, and will be approved in AGA’ meeting of 26.(27).04.2017.

XI. Acquisitions report according to Delegate Minister’ order for energy no.704/18.08.2014

TRIMESTER 1-2-3-4/2016

This report contains contracts concluded in period 01.01.2016-31.12.2016, with greates values than

the equivalent in lei of 100,000 Euros for services and 500,000 EUROS for products and works,

according to OM request 704/2011 and AGEA’ decision 11/24.10.2014

Acquisitions run according to the Intern Acquisitions Regulation.

Trim.I

No.

Contract no.

Name

CPV

Economic

operator

Contract value, lei

VAT excluded

Contract

type

1

14/25/01.02.2

016

Planned revisions and

accidental repairs for

engines LDE and LDH

50221000-0

Repairs and maintenance

services for

engines

Romania

Euroest S.A.

Unitary prices, max. estimated value

400000

Services

supplies 2

46/89/11.04.2

016

Shoretank R22

repair(roof,firefighting facility, coil) Port Storage

Farm to be introduced in the technological flow

45247270-3

Shoretanks

buildings works

Talpac S.R.L.

1,900,000.00

works

Trim 2

No.

Contract no.

Name

CPV

Economic

operator

Contract value, lei

VAT excluded

Contract

type

1

100/171/16.06

.2016

Operational leasing for

firefighting car, excavator and height work platform

(PRB) -486392 euro-Lot 1- Firefighting truck -

leasing rate 5995 euro

VAT excluded. .Lot 2 -

excavator - leasing rate 2053 euro VATexcluded.

Lot 3 – height work

platform (PRB - leasing rate1,524 euro

VATexcluded.

70200000-3

Hiring or leasing services

of own real

estate.

Center Tea

&Co S.R.L.

2,188,764.00

Services

supplies 2

42/73/04.04.2

016

Slam and polluted soil

evacuation North Storage

Farm, Port Storage Farm

and South Storage Farm

90522200-4

Polluted soils

ellimination

Oil Depol

Service SRL

Unitary tariff,

estimate 400,000.00

Services

supplies

Trim 3

No.

Contract no.

Name

CPV

Economic

operator

Contract value, lei

VAT excluded

Contract

type

1

149/236/16.09

.2016

Periodical and accidental repairs of rail lines

50225000-8

Maintenance

services of rail lines

Tehno

Construct

S.R.L.

Unitary prices

estimated value

1,200,000.00

Services supplies

51

2

139/222/22.08

.2016

Safety and protection

services –North Storage

Farm

79713000-5

Safety services

Sigob

Security SRL

Hourly tariffs

maximum

value1,800,000.00

Services

supplies

3

140/223/22.08

.2016

Safety and protection

services –Port Storage

Farm

Safety services

79713000-5

Elite Stewarts

Hourly tariffs

maximum

value1,800,000.00

Services

supplies

4

141/224/22.08

.2016

Safety and protection

services –South Storage

Farm

Safety services

79713000-5

Elite Stewarts

Hourly tariffs

maximum

value1,800,000.00

Services

supplies

5

148/234/14.09

.2016 si AA

1/01.02.2017

Electric power supply

Electric power

supply

65310000-9-

Tinmar

Energy S.A.

3,350,000.00

estimate

supply

Trim. 4

No. Contract no. Name CPV

Economic

operator

Contract value, lei

VAT excluded

Contract

type

Metering gas oil skids –2

38560000-8

Consolidated Technical

209/371/29.12 pieces – Port Storage meter Supplies 1 .2016 Farm production S.R.L 2,475,440.00 supply

204/351/21.12 09123000-7 = Engie 2,500,000.00 2 .2016 Natural gases supply natural gases Romania S.A. (estimate) supply

Corporate Governance Code provisions It complies with It doesn’t comply

or it complies

partially with

The noncompliance’ reason

A.1. All companies must have a Board internal regulation including the Board’ reference

terms/responsibilities and the company’ top position, applying, among others, Section A’

general principles.

It complies with

A.2. Provisions for interests conflicts management must be included in the Board’

regulation. Anyway, the Board’ members must notify the Board on any interests

conflicts occured or that can occur and not take part to discussions ( by nonpresentation

included, when nonpresentation prevents the quorum formation excluded) and from voting to adopt a

decision regarding the matter generating that interest conflict

It complies

partially with Now, in OIL TERMINAL there isn’t a Board of Directors

appointed according to EGO 109/2011.

By AGOA’ decision no.7/10.10-.2016, BoD was

appointed acording to EGO 111/2016, but AGA decision was not recorded in

ORC as against it, intervention requests were submitted

by shareholders. Now, by civil sentence no.2434/13.12.2016, Constanta

Court suspended AGOA’ decision no. 7/10.10.2017 execution

until the final solution of the action for annulment being the

object of file no.7167 pending on Constanta Court.

In BoD’ regulation for organization and run, there is no disposal regarding the interests conflicts management, on the

company’ website being published ‚’’Trades with interested

persons and interests policy’’

A.3. Board of Directors or the Survey council must have at least five members. It complies with

A.4. The Board of Directors’ majority must not have an executive position. At least Board

of Directors or Survey Council ’ one member must be independent for the

companies of standard category. For the companies of Premium category, at least

two nonexecutive

members of Board of Directors or Survey Council must be independent. Each independent member of Board of Directors or Survey Council, if necessary, must submit

a statement when he is nominated to be appointed or re appointed, and when any change

of his status occurs, indicating elements according to which hei s considered to be

independent according

to his character and judgement and according to the following criteria:

A.4.1. he is not General/executive director of the company or of one company

controlled by this and didn;t have such a position in the latest five years; A.4.2. hei s not an employee of the com pany or of one company controlled by this and

didn;t have such a position in the latest five years;

A.4.3. he doesn’t receive and didn’t receive additional remuneration or other

advantages from the company or from a compan y controlled by this, besides that for the nonexecutive manager position;

A.4.4. he is not or wasn’t an employee or he doesn’t have or didn’t have a

contractual relationship with an outstanding shareholder of the company in the

previous year, shareholder who controls 10% of the voting rights, or with a company

controlled by this; A.4.5. he doesn’t have and didn’t have a business or professional relation directly or

It complies with

1

indirectly with the company or with a company controlled by this, as a client, partner,

shareholder, Board of Directors’ member/manager, general/executive director or employee of a company, in the previous year, if, by its substantial character, this report can affect his

objectivity;

A.4.6. hei s not and he wasn’t external or internal auditor or partner or associated employee of the present external auditor or of the company or of other company controlled by this’

employee, in the latest three years; A.4.7. he is not general/executive director of another company where another

general/executive director of the company is a nonexecutive director;

A.4.8. he wasn’t the company’ nonexecutive manager for a longer period than twelve years;

A.4.9. he has no relative relations with a person in the situations mentioned in A4.1 and A4.4

A.5. Other comitments and professional obligations relatively permanent of a Board’

member, executive and nonexecutive positions in the Board of other non profit companies and institutions included, must be disclosed to shareholders and potential investors before

nomination and during his mandate.

It is going to be implemented

A.6. Any Board’ member must present information to Board regarding any relation with a

shareholder owing directly or indirectly shares representing over 5% from the voting rights.

This obligation refers to any kind of relation that can affect the member position regarding

matters decided by Board.

It is going to be implemented

A.7. Company must appoint a Board’ secretary, responsible to support the Board’ activity. It complies with

A.8. Statement regarding the corporate governance will inform if an evaluation of the Board

under the Chairman or the nomination committee took place, ifit did, it will resume the key

measures and the changes arisen from this. The company must have a policy’ guide

regarding the Board’ evaluation containing the evaluation process’ target, criteria,

frequency.

It is going to be implemented

A.9. Statement regarding the corporate governance must contain information regarding the

Board and committees meetings number in the latest year, the managers (in person or in

absence) and a report of the Board and commitees regarding these activities.

It is going to be implemented

A.10. Statement regarding the corporate governance must contain information regarding the

exact number of Board of directors or Survey council’ independent members. It complies with

B.1 Board must establishan audit commitee, where at least one member must be independent

nonexecutive manager. The members majority, the chairman included, must be proved

having the appropriate trening for the commitee’ positions and responsibilities. At least one member of the audit committee must have a proved, appropriate audit or accountant

experience. For the companies of Premium category, the audit committee must have at least

three members and the majority of the audit committee members must be independent.

It partially

complies with Now, in OIL TERMINAL there isn’t a Board of Directors

appointed according to EGO 109/2011.

By AGOA’ decision no.7/10.10-.2016, BoD was appointed

acording to EGO 111/2016, added by Law no.111/2016, but AGA

decision was not recorded in ORC as against it, intervention

requests were submitted by shareholders.

Now, by civil sentence no.2434/13.12.2016, Constanta Court suspended AGOA’ decision no. 7/10.10.2017 execution until the

2

final solution of the action for annulment being the object of

file no.7167 pending on Constanta Court.

B.2. The audit committee chairman must be an independent nonexecutive member. It complies with

B.3. According to its responsibilities, the audit committee must effect an annual evaluation

of the internal control system. It complies with

B.4. Evaluation must have in view the internal audit position efficiency, the risk

management and internal control reports, presented by the Board’ audit committee,

promptness and efficiency the executive management solves the defficiencies and weaknesses identified after the internal control and the presentation of relevant reports to

Board

It complies with

B.5. Audit committee must evaluate the interests conflicts regarding the company and its’

branches’ transactions with the affiliated parties. It complies with

B.6. Audit committee must evaluate the internal control system and the risk management

system’ efficiency. It complies with

B.7. Audit committee must monitor the legal and the generally accepted internal audit

standards application. It must receive and evaluate the internal audit team reports. It complies with

B.8. Whenever the Code mentions reports and analyses initiated by the Audit committee,

these must be followed by periodic reports (at least annually) or adhoc that must be

submitted to the Board furtherly.

It complies with

B.9. No shareholder can have a preferential tratment than the other shareholders regarding

transactions and agreements concluded by the company with shareholders and their

affiliates.

It complies with

B.10. Board must adopt a policy providing that, any transaction of the company with any of

the companies it has strong connections, which value is equal or larger than 5% of the

company’ net assets (according to the latest financial report) is approved by the Board after a compulsory opinion of the Board’ audit committee and disclosed correctly to shareholders

and to potential investors, as these transactions are events being object of reporting requirements.

It complies with

B.11. Internal audits must be effected by a structurally separated division (internal audit

department) of the company or by hiring a third party independent entity. It complies with

B.12. In view to achieve the internal audit department main functions, this must report

functionally to the Board through the audit comittee. For adminstrative reasons and in the

management’ obligations to monitor and reduce the risks, this must report directly to the

general director.

It complies with

3

C.1. The company must publish on its web site the remuneration policy and include in the

annual report a statement regarding the remuneration policy implementation during the annual period being the analysis’ object. The remuneration policy must be stated so that it

allows to shareholders to understand the principles and reasons according to which

remuneration of Board’ members, General Director and the Directorate’ members in dualist system is made.

This must describe the process management way and the taking of decisions regarding the

remuneration, detail the executive management remuneration components (such as salaries,

annual bonuses, stimulents on long term connected tos hares value, benefits in kind, retirement fees and others) and describe the principles and presumptions of each component

(performance general criteria related to any form of variable remuneration included).

Additionally, the remuneration policy must mention the contract period to the executive

director and the notice period provided in contract and the possible compensation for

recalling without just cause. The report regarding the remuneration must present the

remuneration policy for the persons identified in the remuneration policy during the annual

period being the the analysis’ object. Any main change occured in the remuneration policy

must be published on the company web site in due time.

It complies with

D.1. The company must organize a service of Relationships with investors – mentioning to

audience the responsible person/persons or the organizatorical entity. Besides the

information imposed by legal provisions, the company must include on its web site a section dedicated to Relationships with investors, in Romanian and English, containing all interest

information for investors, including:

D.1.1.Main corporative regulations: constitutive act, procedures regarding

shareholders general assemblies;

D.1.2. The company’ management members’ professional CV, other Board’

members’ professional commitments, including executive and nonexecutive

positions in boards of directors of non profit companies and institutions;

D.1.3. Current reports and periodic reports (trimester, semester and annual) – at

least those provided in item D.8 – including the current reports with detailed information regarding the noncompliance with the present Code;

D.1.4.Information regarding the shareholders general assemblies: day agenda and

the informational stuff; Board’ members selection procedure; the reasons

supporting the candidates proposals for the Board selection, together with their

professional CV; shareholders’ questions regarding the day agenda and trhe

company’ answers, the adopted decisions included;

D.1.5. Informatio regarding the corporate events such as dividends payment and

other distributions payments to shareholders, or other events leading to the shareholder’ rights getting or limitation, including the limit terms and principles

applied to these operations. That information will be published ina term allowing

to investors to adopt investments decisions;

D.1.6. Name and contact data of a person who can supply relevant information, on request;

D.1.7. The company’ presentations (for example presentations for investors, those regarding trimester results, etc.), financial situations (trimester, semester, annual),

audit reports and annual reports.

It partially

complies with

There is no procedure regarding the shareholders general

assemblies. The recommendation regarding other professional commitments of

Board’ members, including executive and non executive positions

in Boards of Directors of non profit companies and institutions is not implemented. This is going to be implemented.

4

D.2. The company will have a policy regarding the annual distribution of dividends or other

benefits to shareholders, proposed by General Director or by the Directorate and adopted by

Board as a set of directives regarding the net profit distribution, the company intends to

follow. The annual policy principles of distribution to shareholders will be published on the com pany’ web site.

It complies with The dividends’ distribution is achieved according to legal

provisions.

D.3. The company will adopt a policy regarding the previsions, public or no public ones.

The previsions refer to quantified conclusions of some studies regarding the overall impact

settling of a series of factors for a future period ( so called hypotheses): by its kind, this projection has a high degree of uncertainty, the effective results being able to differ

significantly from the initially presented previsions. Policy regarding previsions will settle the frequency, the period taken into account and the previsions content. If published, the

previsions can be included only in annual, semester, trimester reports. Policy regarding previsions will be published on

the company’ web site.

It complies with There is no policy regarding the predictions

D.4 Shareholders general assemblies regulations must not limit to shareholders’

participation to general assemblies and their rights exercising. The regulations changes will

come into force, the earliest, since the next shareholders general assembly.

It complies with

D.5.External auditors will be present to shareholders general assembly when their reports

are presented in those meetings. It complies with

D.6.Board will present a brief appreciation on the internal control systems and significant

risks management and opinions on some matters decided by the general assembly to the

shareholders annual general assembly.

YES

D.7. Any specialist, adviser, expert or financial analist can participate to the shareholders

general assembly, according to a previous invitation from the Board. The accredited

journalists can participate to the shareholders general assembly, if the Board’ Chairman

decides otherwise excluded.

YES

D.8. Trimester and semester reports will include information in Romanian and English

regarding the key factors influencing changes in sales, the operational profit, net profit and other relevant financial indicators, from a trimester to another, from one year to another one.

It complies with.

D.9. A company will organize at least two meetings/conferences with analists and investors

each year. The information presented will be published in the section relationships with

investors on the company’ web site on the meetings/teleconferences.

NO The measure is going to be implemented.

D.10. If a company supports different kinds of artistic and cultural expression, sport

activities, educational or scientific activities and it considers that their impact on the

company’ inovative and competitive character is a part of its mission and development strategy, it will publish policy regarding its activity in this field.

YES

5

THE CONTRACTS SITUATION OF SERVICES SUPPLIES 2016

NO.

CONTRACT

NUMBER

BENEFICIARY

OBJECT OF CONTRACT

CONCLUSION

DATE

CONTRACT’ AVAILABILITY

1. 1/2016 ANRS PS UT 515 Diesel storage 4361/26.04.2016 26.04.2015-31.12.2016

2 1/C/2016 RIVER BROKERAGE SRL Biodiesel transshipment from river

barges directly into maritime vessels 344/25.01.2016 25.01.2016-31.12.2016

AA no. 1 – extension 01.01.-31.12.2017

3 2/C/2016 VITOL SA GENEVA Import / export Fuel oil 4264/15.12.2015 01.01.2016-31.12.2016 AA no. 1- service supplier’ account alteration

AA no. 2 – extension 01.01.-31.12.2017

4 3/C/2016 SWISSOIL TRADING SA

GENEVA Import / export Gas oil 402/28.12.2015 01.01.2016-31.12.2016

AA no. 1 – cancellation since23.04.2016

5 4/C/2016 VITOL SA GENEVA Import /export of Gas Oil, In Tank Transfer, storage

4625/15.12.2015 01.01.2016-31.12.2016 AA no. 1- service supplier’ account alteration

AA no. 2 – transshipment addition

AA no. 3 - extension 01.01.-31.12.2017 and *

NAMR tariffs 6. 5/C/2016 EURONOVA ENERGIES SA

ELVETIA Import Gas Oil 4415/03.12.2015 01.01.2016-31.12.2016

AA no. 1 - objects of activity addition, service supplier’

account alteration

AA no. 2 – Summary Declaration’ term of

deposit alteration AA no. 3 – extension

period 01.01.-31.12.2017 and *NAMR

tariffs 7 7/C/2016 PETROTEL LUKOIL SA Import Crude Oil, In Tank Transfer;

Export Gasoline;

Export Gas Oil,

Loading in river barge/railway tank

cars/lorries tanker;

Fuel oil

405/28.12.2015 01.01.2016-31.12.2016

AA no. 1 – technological stock

constitution with paid excise AA no. 2 –

technological stock constitution with paid

excise AA no.3 – extension period

01.01.-31.12.2017 and *NAMR tariffs

8 11/C/2016 OLTCHIM SA RM.VALCEA Export chemical: Liquid Caustic

Soda 4717/21.12.2015 01.01.2016-31.12.2016

AA no.1 – payment for shoretank no.28’ cancellation 9 12/C/2016 SC LUKOIL ROMANIA SRL

BUCUREŞTI Import Gasoline, Gas Oil

In Tank Transfer Gas Oil,

Loading into railway tank

cars/lorries tanker; Mixing Gas oil with Biodiesel

398/23.12.2015 01.01.2016-31.12.2016

AA no. 1- extension period 01.01.-31.12.2017

and *NAMR

tariffs

10. 16/C/2016 SC CHIMCOMPLEX SA

BORZESTI Export chemical: Liquid Caustic

Soda 4626/15.12.2015 01.01.2016-31.12.2016

AA no. 1 extension period 01.01.-31.12.2017

11 18/C/2016 MADDOX SA GENEVA Import / Export Gas oil,

In Tank Transfer,

Import Virgin Gas Oil

409/28.12.2015 01.01.2016-31.12.2016

AA no. 1 – object of activity addition

AA no.2 – extension period 01.01.-31.12.2017

and *NAMR tariffs 12. 20/C/2016 SC ROMPETROL RAFINARE

SA NAVODARI Export Gasoline, Gas Oil, Bunkering

Export W-spirit, N-Hexane, SBP,

Toluene-

403/28.12.2015 01.01.2016-31.12.2016

AA no. 1 – extension period 01.01.-31.12.2017

and *NAMR

tariffs 13 26/C/2016 SC BIO FUEL ENERGY SRL

ZIMNICEA Export Bioethanol, Storage and

loading in railway tank cars 404/28.12.2015 01.01.2016-31.12.2016

14. 27/C/2016 SC OSCAR DOWNSTREAM

SRL MAGURELE Import Gas oil,

Loading into railway tank

cars/lorries tanker; Mixing Gas oil with Biodiesel

In Tank Transfer

401/28.12.2015 01.01.2016-31.12.2016

AA no. 1 – extension period 01.01.-31.12.2017

and *NAMR

tariffs

15. 35/C/2015 SC OMV PETROM SA

BUCURESTI Exp/imp Gas Oil

Loading in river barge

In Tank Transfer,

Storage Export/Import Gas Oil, Discharging

by direct transshipment

Mixing Gas oil with Biodiesel Loading into railway tank

cars/lorries tanker; Storage

Loading from shore tank into

bunkerage maritime tanker Export Fuel Oil,

Loading into railway tank cars/ bunkerage maritime tanker/storage

Export Crude Oil

Export chemical products

(Benzene, Toluene, Xylene , ETBE,

petrol reactor, MTBE)

891/25.03.2015 01.04.2015-31.12.2015

AA no. 1 – shore tank no. 29P

AA no.2 – extension of shore tank no.29P’ use

until

31.10.2015

AA no. 3- CFR tariff

AA no. 4 – biodiesel reception

AA no. 5 – extension of shore tank no.29P’ use

until

15.12.2015

AA no 6 – extension period 01.01-29.02.2016 AA nr. 7 – extension period 01.03-31.03.2016

16. 39/C/2016 SC ASTRA OIL PROD SRL

CONSTANTA Import Gas oil/In Tank Transfer/

Mixing Gas oil with Biodiesel/ Loading into railway tank

cars/lorries tanker;

Import Fuel Oil/ Loading into

railway tank cars

368/14.12.2015 01.01.2016-31.12.2016

AA no. 1 – extension period 01.01-31.12.2017

and *NAMR tariffs

17 41/C/2016 SC GAZPROMNEFT MARINE

BUNKER BALKAN SA

CONSTANTA

Import Gas Oil/Fuel Oil 399/23.12.2015 01.01.2016-31.12.2016

AA no. 1- extension period 01.01-31.12.2017

and *NAMR

tariffs 18 48/C/2016 VICTORIA CHEMICALS

POLONIA Import methanol, Discharging from

maritime vessel into railway tank cars from direct transshipment,

storage Loading from shore tank into

maritime vessel/railway tank cars/

river barges, In Tank Transfer

01.01.2016-31.12.2016

AA no.1- extension period 01.01.-31.12.2017

2

19 57/C/2016 SC SOCAR PETROLEUM SA Import Gas oil and In Tank Transfer 4661/18.12.2015 01.01.2016-31.12.2016

AA no. 1 –headquarter change

AA no. 2- extension period 01.01-31.12.2017

and *NAMR tariffs 20 60/C/2015 COMBINATUL DE

INGRASAMINTE CHIMICE

NAVODARI

Import /export UAN 4336/25.11.2015 01.12.2015-31.12.2016

AA no.1- NAME CHANGE

AA no. 2 extension 01.01.-31.12.2017

AA no. 3 Tariffs for shore tank no. R27 -3.361,5

USD/month 21 64/C/2016 EXPUR SA SLOBOZIA Import Biodiesel, direct

transshipment from maritime vessel

into railway tank cars

797/10.03.2016 14.03.2016-31.12.2016

22 70/C/2016 SAKSA OOD, BULGARIA Gas oil direct transshipment from

maritime vessel into river

barge/railway tank cars

408/28.12.2015 29.12.2015-31.12.2016

AA no. 1 - extension 01.01-31.12.2017 and

*NAMR tariffs 23 71/C/2015 LITASCO Export Crude Oil 2989/17.08.2015 17.08.2015-31.12.2015

AA no. 1 extension period 31.12.2016

and ANRM tariffs, penalties’ alteration

AA no. 2 – extension period 01.01-31.12.2017

and *NAMR tariffs 24 75/C/2016 SC KRONOSPAN SEBES SA

SEBES Import methanol

Direct transshipment into shore tank/

railway tank cars

4663/18.12.2015 01.01.2016-31.12.2016

AA nr. 1 – extension period 01.01.-31.12.2017

25 77/C/2015 SC MOL ROMANIA PP SRL

CLUJ NAPOCA Import/Export Gasoil/Gasoline 1875/29.05.2015 01.06.2015-31.05.2016

AA no. 1 - biodiesel reception

AA no. 2 – headquarter’ change and penalties

alteration

AA no. 3 - payments terms alteration 26 78/C/2015 ROUTE 66 SPEDITION SRL Import Drilling fluid Import 3815/06.10.2015 09.10.2015-31.10.2016

AA no. 1 - extension period 01.11.2016-

31.12.2017 27 79/C/2016 ROUTE 66 SPEDITION SRL Import Base drilling fluid 771/04.03.2016 04.03.2016-31.12.2016

28 81/C/2016 MICROMIX LTD MALTA Import/Export Gas Oil

Mixing Gas oil with Biodiesel

In Tank Transfer, storage

Loading Gas oil into railway tank

cars/lorries tanker Import/Export Fuel Oil, storage

Import Crude oil, storage

4664/18.12.2015 01.012016-31.12.2016

AA no. 1- extension period 01.01-31.12.2017

and *NAMR

tariffs

29 82/C/2016 MITSUBISHI

INTERNATIONAL GMBH Import Methanol 265/21.01.2016 01.01.2016-31.12.2016

AA no. 1 - payment terms change

974/29.03.2016/70/31.2016

AA no. 2 – extension period 01.01.-31.12.2017 30 85/C/2016 SC MTK AUTO SPORT SRL

CONSTANTA Import Fuel Oil,

Discharging from railway tank cars

into shore tanks Loading into railway tank cars from

shore tanks,

Storage

369/14.12.2015 01.01.2016-31.12.2016

AA no. 1 – Fuel Oil loading from shore tank

(North

Warehouse) into lorries tankers AA no. 1 – extension period 01.01-31.12.2017

and *NAMR

tariffs

3

31 87/C/2016 SC ASTRA ECOPETROL SRL

CONSTANTA Import Fuel Oil/Gas Oil

Discharging from railway tank

cars/maritime vessel into shore tank Loading into railway tank

cars/lorries tankers In Tank Transfer

370/14.12.2015 01.01.2016-31.12.2016

AA no. 2 - extension period 01.01-31.12.2017

and *NAMR

tariffs

32 89/C/2016 SC CRIDEN HOLDING SRL

CONSTANTA Import Fuel Oil/Gas Oil

Discharging from railway tank

cars/maritime vessel into shore tank Loading into railway tank

cars/lorries tankers

In Tank Transfer

365/14.12.2015 01.01.2016-31.12.2016

AA no. 1- extension period 01.01-31.12.2017

and *NAMR

tariffs

33 90/C/2016 SC ROLL OIL SRL

BUCURESTI Import Fuel Oil/Gas Oil

Discharging from railway tank

cars/maritime vessel into shore tank

Loading into railway tank

cars/lorries tankers In Tank Transfer

366/14.12.2015 01.01.2016-31.12.2016

34 91/C/2016 SC GLOBAL PETROLEUM SRL BUCURESTI

Import Fuel Oil/Gas Oil Discharging from railway tank

cars/maritime vessel into shore tank

Loading into railway tank

cars/lorries tankers In Tank Transfer

367/14.12.2015 01.01.2016-31.12.2016

35 92/C/2016 SC ASTRA GP ECOLOGIC

SRL CONSTANTA Import Fuel Oil/Gas Oil

Discharging from railway tank

cars/maritime vessel into shore tank Loading into railway tank

cars/lorries tankers

In Tank Transfer

184/13.01.2016 15.01.2016-31.12.2016

AA no. 1 – OBJECT OF ACTIVITY’

ADDITION

AA no. 2 – extension period 01.01-31.12.2017

and *NAMR

tariffs 36 99/C/2015 CAPITAL INVEST

CONSULTING Import Gasoline ,

In Tank Transfer 3421/17.09.2015 21.09.2015-30.09.2016

37 111/C/2016 SC OLTCHIM SA RM.Valcea Export octanol / isobutanol 4716/21.12.2015 01.01.2016-31.12.2016

38 154/C/2015 SC ISLAND PETROLEUM

LTD CIPRU Import Gas oil/Fuel Oil/IFO

In Tank Transfer

Storage

Loading into lorries

tankers/bunkerage maritime tank

984/26.03.2015 01.04.2015-31.12.2015

AA no.1 –

shore tank

21/P AA

no. 2 -

CFR tariffs AA nr. 3 – extension period 01.01-31.12.2016

AA no. 4 - extension period 01.01-31.12.2017

and *NAMR

tariffs

39 50/C/2016 UNICOM HOLDING Import Gas Oil 256/26.01.2016 01.01.2016-31.12.2016

AA nr. 1- extension period 01.01-31.12.2017

and *NAMR

tariffs 40 380/C/2016 SC PHOENIX SHIPPING SRL

CONSTANTA Discharging, transshipment mineral

oil 814/14.03.2016 11.03.2016-31.12.2016

AA no.1 – extension period 01.01-31.12.2017

and *NAMR

tariffs 41 6/C/2016 ROTCO CONSULT SRL Import Gas oil, biodiesel, In tank

transfer 862/21.03.2016 21.03.2016-31.12.2016

4

42 35/C/2016 OMV PETROM SA Export/import Gas Oil

Loading in river barge

In Tank Transfer, Storage

Export/import Gas Oil, Discharging

by direct transshipment Mixing Gas oil with Biodiesel

Loading into railway tank

cars/lorries tanker;

storage

Loading from shore tank into

bunkerage maritime tanker

Export Fuel Oil, Loading into

railway tank cars/ bunkerage maritime tanker/storage

Export Crude Oil Export chemical products

(Benzene, Toluene, Xylene, ETBE,

jet fuel, MTBE)Exp/imp

929/24.03.2016 01.04.2016-31.12.2017

AA no. 1 – Marine gas oil’ loading

AA no.2 - *NAMR tariffs

43 22/C/2016 RIVER BROKERAGE SRL HCO, direct transshipment from

river barge into maritime vessels 970/28.03.2016 28.03.2016-31.12.2016

AA no. 1- extension 01.01.-31.12.2017

44 53/C/2016 OYL ENERGY TRADING SRL Import gas oil/biodiesel/ In tank

transfer 1013/01.04.2016 01.04.2016-31.12.2016

AA no. 1 – extension 01.01-31.12.2017 and

*NAMR tariffs 45 8/C/2016 KOMPASS WORLDWIDE

SERVICES SRL Import gas oil/ biodiesel/In tank transfer

1175/12.04.2016 11.04.2016-31.12.2016

46 370/C/2016 SC PHOENIX SHIPPING SRL

CONSTANTA Import , direct transshipment , STS

Gasoline platformate, benzene 1086/04.04.2016 05.04.2016-31.12.2016

AA no.1- 01.1-031.12.2017

47 6/C/2016 ROTTCO CONSULT SRL Import Gas Oil/ In Tank Transfer 862/21.03.2016 21.03.2016-31.12.2016

48 14/C/2016 CORAL ENERGY SRL Import Gas Oil 1028/12.04.2016 12.04.2016-31.05.2016

49 9/C/2016 ELEMENT ALPHA S.A. Import / export Fuel Oil 1330/20.04.2016 24.04.2016-31.12.2016

AA no. 1 – extension period 01.01-31.12.2017

and *NAMR

tariffs 50 28/C/2016 PHOENIX SHIPPING

&TRADING Import MTBE 1626/06.05.2016 06.05.2016-31.12.2016

AA no. 1- extension period01.01.-31.12.2017

51 21/C/2016 SC ROMPETROL

DOWNSTREAM Import Gas Oil/Biodiesel, In Tank

Transfer 1625/06.05.2016 06.05.2016-31.12.2016

AA no. 1 – extension period 01.01-31.12.2017

and *NAMR tariffs 52 24/C/2016 RIVER BROKERAGE SRL Export, direct transshipment Gas Oil,

Gasoline Fuel Oil, technological steam supply

1623/06.05.2016 06.05.2016-31.12.2016

AA no. 1 – extension period 01.01-31.12.2017 and *NAMR

tariffs 53 77/C/2016 SC MOL ROMANIA PP SRL CLUJ NAPOCA

Import /Export Gas Oil/ Gasoline 1748/18.05.2016 01.06.2015-31.05.2017

AA no. 1- *NAMR tariffs

54 36/C/2016 MOL PLC Import /Export Gas Oil/ Gasoline 2584/21.07.2016 25.07.2016-31.07.2017

AA no. 1 - ANRM tariffs

5

55 10/C/2016 MASTER CHEM OIL Import LCO , In Tank Transfer 2148/15.06.2016 15.06.2016-31.12.2016

AA nr. 1- extension period 01.01-31.12.2017 and

*NAMR

tariffs 56 37/C/2016 BIODIESEL CONCEPT Import LCO 2180/21.06.2016 21.05.2016-31.12.2016

57 15/C/2016 CAROM ATAI GROUP SRL Import Gas Oil /biodiesel 2953/16.08.2016 16.08.2016-31.12.2016

58 42/C/2016 CHIMPEX SA Export UAN 4721/22.11.2016 21.11.2016-31.12.2016

59 43/C/2016 NEFTEX ENERGY SRL Import Gas Oil, Mixing gas Oil with

Biodiesel 4892/05.12.2016 05.12.2016-31.12.2017

*NAMR : National Agency for Mineral Resources

GENERAL DIRECTOR, COMMERCIAL DIRECTOR,

SORIN VIOREL CIUTUREANU GABRIEL DARABAN

COMMERCIAL DEPT. CHIEF,

VASILE OGREANU

No Supplier Value

VATexcluded

Euro value

(Euro average

exchange rate

2016=4.4908lei)

Contracts type

1 ARGENTA 9,081,965.41 2,022,349.12 Pipelines repairs works

2 TALPAC 8,073,385.34 1,797,761.05 Pipelines and shoretanks repairs

works 3 TINMAR ENERGY 5,113,181.64 1,138,590.37 Electric power supply

4 ELITE STEWARD SAS 3,567,533.42 794,409.33 Safety and protection services

5 TEHNO CONSTRUCT 2,885,606.04 642,559.46 Raillines works and services

6 TOP OIL INTER 2,185,102.15 486,573.03 Works and services

7 SIGOB SECURITY 2,170,059.80 483,223.43 Safety and protection services

8 ENGIE ROMANIA 1,973,557.42 439,466.78 Natural gases supply

9 SLR DISTRIBUTION GROUP 1,921,555.49 427,887.12 Materials supply

10

MIGADOR PREST

1,834,360.36

408,470.73

Works and services

11

UTILNAVOREP

1,826,570.93

406,736.20

Works and services

12 ELMECO COMPANY 98 SRL 1,579,634.12 351,748.94 Materials supply

13 EURO BUILDING 1,347,168.92 299,984.17 Works

14 SPECIAL TURBOSERV 1,217,700.00 271,154.36 Materials and services supply

15

SOCUM TRANS

1,109,007.61

246,951.01

Works and services

16 CENTER TEA & CO 1,061,879.85 236,456.72 Services supplies and supply

17 OIL DEPOL SERVICE 957,746.88 213,268.66 Services

18 ROMANIA EUROEST 893,272.09 198,911.57 Services

19 ELECTRO SERVICE L & DD 869,264.58 193,565.64 Electctric works

20 SYSCOM 18 835,250.01 185,991.36 Supply

21 RAJA 753,497.31 167,786.88 Utilities

22 OMV PETROM MARKETING 729,618.49 162,469.60 Fuel supply

23

ASTORIA PREST

671,016.97

149,420.36

Works and services

24 EXPRESIV GLOBAL 648,925.45 144,501.08 Materials supply

25 DAF TRANS 2000 587,401.56 130,801.10 Works

26 PROD COMTUR 94 570,757.98 127,094.95 Works

27 CIRUS PLAST 551,361.35 122,775.75 Services

28 ROMPETROL DOWNSTREAM 508,995.45 113,341.82 Fuel supply

29 ELLIS 92 464,000.00 103,322.35 Project

List of the main suppliers (with a cumulative annual value more than 100,000 Euros), as per the

acquisitions value in 2016

BOARD OF DIRECTORS’ SECRETARY NO.11/19.01.2017

Registering number 763/15.01.2017

Bucharest 19 January 2017

Ref.: resignation from the Board of Directors’ Chairman

To: OIL TERMINAL SA’ Board of Directors

I inform you that, since today, I give up the position of Chairman of the company’ Board of Directors,

due to personal reasons.

Dumitru Matei

_________________________________________ NO.92/31.05.2016

To: SOCIETATEA OIL TERMINAL SA CONSTANTA’ SHAREHOLDERS GENERAL

ASSEMBLY

For information: Mr. TOMA-COSTREIE –Chairman of SOCIETATEA OIL TERMINAL SA

CONSTANTA’ BOARD OF DIRECTORS

By the present address, I let you know my dismissal form the position of Board of Directors’ member,

since 01.06.2016, due to personal reasons.

Best regards,

Dan Codescu

30.05.2016

STATEMENT

of responsible staff of Societatea OIL TERMINAL SA Constanta

The undersigned: Costreie Toma Bogdan, as the Board of Directors’ Chairman and Ciutureanu

Viorel-Sorin as General Director, Frangu Adriana, Economic Director confirm that:

We state, on our responsibility that, as per our knowledge:

- the financial accountant situation on 31st December 2016, issued according to applicable

accountant standards (International Standards of financial report) provides a correct and

according to reality image of assets, obligations, financial position, profit and loss account of Societatea Oil Terminal SA;

- the Board of Directors’ report, issued according to provisions of art. 227 of Law 297/2004

regarding the capital market, together with provisions of art. 112/1 paragraph 1 letter b) of National Agency of Securities’ Regulation no.1/2006 regarding the securities issuers and

operations and Public Finances Ministry’ order no.2844/2016 to approve Accountant regulations

according to International Standards of financial report contains a correct analysis of Societatea

Oil Terminal SA’ development and performances and a description of specific main risks and uncertainties. presents correctly and fully the information about Societatea Oil Terminal SA.

The present statement is according to provisions of art. 112/1 paragraph (1) letter c. of National

Agency of Securities’ Regulation no.1/2006 regarding the securities issuers and operations.

Chairman of Board of Directors,

Costreie Toma Bogdan

General Director, Economic Director,

Ciutureanu Viorel-Sorin Frangu Adriana

OIL TERMINAL – Financial position situation on 31st December 2016 (all amounts are expressed in lei (RON), if not mentioned otherwise)

Annexed notes 1- 42 are part of these financial situations Pagină 1

31th December 31th December Note 2016 2015

ASSETS

FIXED ASSETS

Intangible assets

17

3,609,380

3,842,195

Tangible assets 15 458,409,851 452,535,812

Tangible assets in execution 16 2,310,795 8,053,492

Financial assets 18 809,075 809,075

Total fixed assets

CURRENT ASSETS

465,139,101 465,240,574

Stocks 19 1,055,927 659,463

Clients and assimilated accounts 20 16,478,491 14,118,800

Other receivables 21 1,894,626 2,845,905

Fees and taxes to be recovered 21 1,035 165,243

Cash and cash equivalents 22 26,001,896 21,022,923

Total current assets 45,431,975 38,812,334

Total assets 510,571,076 504,052,908

OWN CAPITALS and DEBTS

OWN CAPITALS

Social capital

23

58,243,025

58,243,025

Other elements of own capitals 24 320,003 221.566

Reserves from reevaluation 25 210,424,839 211,016,140

Legal reserves 27 4,744,817 3,153,540

Other reserves 27 174,395,611 171,733,191

Surplus achieved from reevaluation reserves 26 4,680,864 4,089,562

Result reported without IAS 29

26

396,930

396,930

Result reported arisen from accountant errors correction

26

(25,839,366)

(25,839,366)

Current profit 15,419,450 5,913,710

Profit distribution 27 (1.193.812) -

Total own capitals 441,592,361 428,928,298

DEBTS ON LONG TERM

Loans on long term 28 7,331,250 9,011,593

Debts regarding tax on postponed profit 28 28,624,578 28,723,015

Total debts on long term 35,955,828 37,734,608

CURRENT DEBTS

Loans on long term – current part 28 1,815,458 2,896,375

Commercial debts 31 11,452,246 15,694,022

OIL TERMINAL – Financial position situation on 31st December 2016 (all amounts are expressed in lei (RON), if not mentioned otherwise)

Annexed notes 1- 42 are part of these financial situations Pagină 2

Debts regarding taxations and taxes

32

5,727,672

5,112,884

Other current debts 33 2,276,884 1,767,684

Total current debts

Total debts

21,272,260

57,228,088

25,470,965

63,205,573

Provisions 34 11,688,173 11,826,513

Subventions 35 62,454 92,524

Total own capitals and debts 510,571,076 504,052,908

The financial situations presented were issued by the company on 09.03.2017 and signed in its name

by:

Board of Directors’ Chairman,

Costreie Toma Bogdan

General Director, Economic Director, Chief of Accountant Dept., Ciutureanu Viorel-Sorin Frangu Adriana Popovici Cecilia

OIL TERMINAL –Situation of overall result on 31st December 2016 (all amounts are expressed in lei (RON) if not mentioned otherwise )

Year ended on 31st December

Year eended on 31st SDecember

Revenues from services

Note 2016 2015

supplies 3 159.561.475 137.361.440

Revenues from residual products sale 4 1.205.638 851.283

Other revenues from operating 5 1.458.031 (7.310.194)

Material expenses 7 (8.942.594) (7.186.274)

Energy and water expenses 8 (3.743.473) (4.260.497)

Employees expenses 9 (64.527.495) (59.990.006)

Services supplied by third parties expenses 10 (12.498.137) (12.279.951)

Amortization expenses 11 (12.375.301) (10.874.605)

Other operating expenses 12 (39.710.623) (26.252.469)

Result from operating 20.427.521 10.058.727

Revenues and financial expenses ( net values) 6 (963.535) 104.457

Year gross result 19.463.986 10.163.184

Taxation on balance expenses 13 4.044.536 4.249.474

Year net result 15.419.450 5.913.710

Overall result other elements: Elements not being

reclassified for profit and loss, from which: 689.738 12.591.241

Earnings from leased/ scrapped real estate’ reevaluation 25 591.301 880.460

25 - 14.490.547

24 (98.437) 2.779.766

Total overall result 16.109.188 18.504.951

Result per share ( lei/share) 40 0,027659 0,031772

Result per diluted share 40 ( lei/share)

0,027659 0,031772

The presented simplified interim financial situations were issued by the company on 09.03.2017 and

signed in its name:

Board of Directors’ Chairman, Costreie Toma Bogdan

General Director, Economic Director, Chief of Accountant Dept., Ciutureanu Viorel-Sorin Frangu Adriana Popovici Cecilia

Annexed notes 1-42 are part of these financial situations Pagină 1

OIL TERMINAL –Situation of cash flows for the ended year on 31st December 2016

(all amounts are in lei (RON) if not mentioned otherwise)

Note

Year ended on

31th December 2016

Year ended on 31th

December 2015

Flow cash from operating activity

Net profit

15,419,450

5,913,710

Regulations for nonmonetary elements

Amortization and regulations from the fixed assets depreciation 11 11,786,004 12,019,584

(Profit) /Loss from fixed assets’ disposal 147,529 437,390

Net movement of regulations for current assets 19,20 (90.669) (474,488)

Net movement of provisions for risks and expenses 34 (138,342) 7,447,355

Other regulations - 4.823

(Profit )/Loss regarding interests 6 (1,430,644) 699,020

(Profit )/Loss from different currency exchange rate differencies 6 370,917 522,140

Operational profit before other alterations in the current capital 618,143 (644,848)

(Increases)/Decreases in stocks value 19 11,262,938 20,010,976

(Increases)/Decreases of receivables 20. 21 (396,464) (192,579)

Increases/(Decreases) in commercial and of different kind debts value

31,32,33

(1,244,204)

(4,482,352)

Net received (paid) interests 6 (3,408,765) 11,361,114

Net cash flow from the operating activity (370,917) (630,330)

Cash flow used in investments activity 21,262,038 31,980,539

Tangible and intangible assets 15,16,17

(Increases)/Decreases in assets value on long term (13,106,980) (12,922,869)

Net cash flow used in the investments activity - 5,286,226

Cash flow from financing activities (13,106,980) (7,636,643)

(Increase) /Decrease of loans on short term 28,30 1,080,917 (850,000)

increase/(Decrease) of loans on long term 28 (1,680,343) 2,790,125)

Paid dividends (2,576,659) (254,384)

Payments from financial leasing operations

Cash flow from financing activities (3,176,085) (3,894,509)

Net increase /(decrease) of cash and cash equivalents 4,978,973 20,449,387

Cash and cash equivalents value at the year start 22 21,022,923 573,536

Cash and cash equivalents value at the period end

22

26,001,896 21,022,923

The presented financial situations were issued by the company on 09.03.2017 and signed in its name by:

Board of Directors’ Chairman,

Costreie Toma Bogdan

General Director, Economic Director, Chief of Accountant Dept., Ciutureanu Viorel-Sorin Frangu Adriana Popovici Cecilia

The annexed notes 1-42 are part of these financial situations Page 1

OIL TERMINAL – Situation of own capitals alterations on 31st December 2016

Annexed notes 1-41 are part of these simplified financial interim situations Pagină 1

( all amounts are expressed in lei ( RON) if not mentioned otherwise)

Subscribed

paid social

capital

Other

ekements

of

own

capital

Reserves from

reevaluation Legal

reserves Reported result

representing

surplus achieved

from reserves from

reevaluation

Other reserves Reported result

arisen from the

first adoption

of IAS, less IAS

29

Reported result

arisen from

accountant errors

correction

Year result Profit

distribution Total own

capitals

Balance on 1

January 2016 58,243,025 221,566 211,016,140 3,153,540 4,089,562 171,733,191 396,930 (25,839,366) 5,913,710 - 428,928,298

Year net profit 15,419,450 15,419,450

Overall result’

other elements:

Surplus from

reevaluation of tangible assets

Total of overall result’other

elements

Transfer of shoretanks from

reevaluation into reported result

(591,301) 591,301 -

Impot on

postponed profit 98,437 98,437

Period’ overall

total result 98,437 (591,301) 591,301 15,419,450 15,517,887

Other elements 1,591,277 2,662,420 (3,059,885) 1,193,812 Other elements

total 1,591,277 2,662,420 (3,059,885) 1,193,812

Dividends’

distribution (2,853,825) (2,853,825)

Profit

distribution (1,193,812) (1,193,812)

Balance on 31st December 2016

58,243,025 320,003 210,424,839 4,744,817 4,680,864 174,395,611 396,930 (25,839,366) 15,419,450 (1,193,812) 441,592,361

For details regarding own capitals, notes: 23, 24, 25, 26, 27 must be read.

The presented financial situations were issued by the company on 09.03..2017 and signed in its name by:

Board of Directors’ Chairman, General Director, Economic Director, Chief of Accountant Dept., Costreie Toma Bogdan Ciutureanu Viorel – Sorin Frangu Adriana Popovici Cecilia

Annexed notes 1-41 are part of these simplified financial interim situations Pagină 1

OIL TERMINAL – Situation of own capitals alterations on 31st December 2015

( all amounts are expressed in lei ( RON) if not mentioned otherwise)

Subscribed

paid social

capital

Other

ekements of

own capital

Reserves from

reevaluation Legal

reserves Reported result

representing

surplus achieved

from reserves from

reevaluation

Other reserves Reported

result arisen

from the first

adoption of

IAS, less IAS

29

Reported result arisen

from accountant errors

correction

Year result Total own capitals

Balance on 1

January 2015 58,243,025 3.001.322 197.406.053 3.040.813 3.209.102 171.252.482 396.930 (25.839.366) 565.475 411.275.846

Year net profit 5.913.710 5.913.710

Overall result’

other elements:

Surplus from

reevaluation of tangible assets

14.490.547 14.490.547

Total of overall result’other

elements

Transfer of shoretanks from reevaluation into reported result

(880.460) 880.460

Impot on

postponed profit (2.779.766)

2.779.766

Period’ overall

total result (2.779.766) 13.610.087 880.460 5.913.710 17.624.491

Other elements 112.727 480.709 (303.574) 289.862 Other elements

total 112.727 480.709 (303.574) 289.862

Dividends’

distribution (261.901) 261.901

Balance on 31st

December 2015 58,243,025 221.566 211.016.140 3.153.540 4.089.562 171.733.191 396.930 (25.839.366) 5.913.710 428.928.298

For details regarding own capitals, notes: 23, 24, 25, 26, 27 must be read.

The presented financial situations were issued by the company on 09.03..2017 and signed in its name by:

Board of Directors’ Chairman, General Director, Economic Director, Chief of Accountant Dept., Costreie Toma Bogdan Ciutureanu Viorel – Sorin Frangu Adriana Popovici Cecilia

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

1. General information about main activities

Oil Terminal S.A. Constanta is a stock company residing in Romania. The company has the social headquarter in

Constanta, no.2, Caraiman str.

The company was founded according to Law 15/1990 and Romanian Governme nt decision no.1200/12.11.1990,

S.C.Oil Terminal S.A., being a stock company and was registered at Commerce Registrar Office of Constanta Court

under no. J13/512/01.02.1991, having fiscal register code RO 2410163.

OIL TERMINAL is the largest terminal for import/export of crude oil, petroleum and petrochemical products at a

national level.

According to the company’ statute, the object of activity contains services supplies regarding crude oil, petroleum and liquid chemical products storage, receiving, loading, discharging and conditioning from import/export and

transit.

Oil terminal SA Constanta has a storage capacity of about 1.5 million metric tons and is the largest operator by sea in

Constanta port, specialized in crude oil, petroleum, liquid petrochemical and other finite products and other liquid

raw liquids for import, export and transit, representing a strategical location in the Black Sea area.

The oil terminal in Constanta is one of the largest of this kind in south-eastern Europe, located in the maritime

transport crossroads among Asia, Central and Western Europe and Middle East.

Old of 119 years in this field of activity, the company ensures crude oil, petroleum, petrochemical and liquid

chemical products’ import, export and other services supplies.

S.C. OIL TERMINAL S.A has three storage farms (North, South, Port). Each storage farm, according to its

characteristics, is provided with:

Shoretanks with capacities between 1,000 cm and 50,000 cm, of metallic construction, cylindrical,

vertically located –above ground, safety protection belts, fixed or floating roof, with the stored product

quantity remotely measured and with fire fighting system;

Facilities for petroleum, petrochemical and liquid chemical products loading -discharging consisting of

rail platforms with a total length of abt. 30 kms with a cumulated capacity of abt. 20,000 tons/24 hours;

Facilities for gas oil loading into railcars provided with volumetric flowmeters;

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 100 cm /h and 2,500 cm/h (pumps KSB South sf.);

Remote flowmeters facilities located in the very neighbourhood of loading/discharging jetties for gas

oil, gasoline, crude oil’discharging;

Facilities for firefighting consisting of pipelines reaching each shoretank, pump houses, fire fighting

stuff specific for each product, firemen equipped by fire fighting cars;

Boiler for technological steam supply;

Facilities on jetty foe products’ loading into barges (crude oil, gas oil, gasoline, fuel oil) and for

vessels’ light and heavy fuel bunkerage in all oil jetties

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

Facilities to catch and clean waste waters;

Equipments for railcars’ manoeunvre in discharging platforms by engines and own staff, AFER

certified and authorized.

Oil terminal is located in mol 4 Constanta port area, jetties 69-79. This operates 7 operational jetties from which 6

have depths of 12.80 m and a length of 325 m – jetties 69-76, jetty 79 has the depth of 17.50 m and length of 393 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’’ WOODFIELD type, Dn 300 mm and operation flow 2,000 t/h in jetties 70-76 and with diameter of 16’’

FLEXIDER type , Dn 400 mm, operation flow 2,000 t/h in jetty 79.

Each jetty is provided with fire fighting water and foam facilities. Jetties 69 -73 are provided with water/foam

cannons. Jetties 75,76,79 have firefighting water/foam located in cannons at a height of 16 m remote control. There

is also facility for water wall formation between vessel and Oil Terminal facilities.

OIL TERMINAL SA is interconnected with Romanian refineries by transport company CONPET SA Ploiesti for

crude oil’ transport from terminal to refineries, by underground pipelines being part of national transport network.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

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

The main internal market competitors are:

- Midia port terminal operated by SC Rompetrol Rafinare SA Constanta;

- Terminal Unicom-Oil Terminal Galati; - Frial SA Constanta and Minmetal SA Constanta

The main external market competitors are:

- Terminal of Omisalj port in Croatia, which undertook the total crude oil transit to Serbia;

- Reni terminal. The company has certificate for quality management received from Bureau Veritas Romania, available until 13 May 2018.

The main services supplied by the company are:

- receiving, storage, conditioning and dispatch of rude oil, fuel oil, petroleum, petrochemical

and liquid chemical products for import, export and transit;

- tests and technical analyses for the handled products in own laboratories;

- tests and technical analyses for the third parties in own laboratories; - repairs and maintenance works for its own facilities and equipments; - its own facilities’ hiring; - wholesale of residues and wastes.

The turnover achieved in 2016 is 160,578,886 lei. Comparing to the previous year, a decrease in absolute size of

22,313,379 lei was achieved.

The turnover distribution achieved by handled products in period 2015-2016 is as followings:

Petroleum products lei Year 2016 Year 2015

Crude oil 52,566,250 50,088,743

Gas oil 60,455,911 51,020,437

Gasolene 11,796,475 11,279,273

Fuel oil 18,675,836 8,377,338

Chemical products 10,483,088 10,181,419

Residual products 675,859 400,521

Other products and services 5,925,467 6,917,776

TOTAL 160,578,886 138,265,507

The main economic financial indicators achieved by the company in period 2015-2016 are the followings:

Indicator name Year 2016 Year 2015

Current liquidity 2.14 1.52

Immediate liquidity 2.09 1.50

Rotation speed of clients debts (days) 34 33

Rotation speed of suppliers credits (days) 29 30

Rotation speed of intangible assets (rot) 0.35 0.30

Rotation speed of total assets (rot) 0.31 0.27

Rentability of the engaged capital (%) 4.18 2.31

Result on base share (lei/share) 0.027659 0.031772

Indicator regarding the interests recovery (number of times) 41.82 17.12

Gross limit from sales (%) 12.12 7.35

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

On 31.12.2016, the number of employees was 939, leass by 20 employees than the previous year.

Structure of employees expenses is as followings:

Indicator Year 2016 Year 2015

Salaries, meal tickets, indemnities expenses 50,806,005 48,413,521 Insurances and social protection 13,410,864 11,576,485 Employees expenses 48,397,971 46,304,270

IInn 22001166,, SSoocciieettaattee rraann tthhee ffoolllloowwiinngg ttrraaddeess wwiitthh ssttaattee oowwnneedd ccoommppaanniieess::

Partener

Unpaid

amounts on

31 December

2015

Acquisition

s in period

01.01-

31.12.2016

Discounts

in period

01.01-

31.12.2016

Undiscounte d amounts on

31

December

2016

OLTCHIM SA 32,760 1,181,544 1,099,089 115,215 S.N.T.F.M CFR MARFA SUCURSALA

MUNTENIA DOBROGEA 4,003

35,189

35,627

3,565

TOTAL 36,763 1,216,733 1,134,716 118,780

Partner

Unpaid amounts on

31 December

2015

Acquisition s in period

01.01-

31.12.2016

Discounts in period

01.01-

31.12.2016

Undiscounte d amounts on

31 December

2016

C.N.C.F. CFR SA 23,409 294,826 318,235

COMPANIA NATIONALA

ADMINISTRATIA PORTURILOR MARITIME

43,581

2,424,732

2,442,218

26,095

RAJA 128,541 796,805 877,209 48,137

ELECTRIFICARE CFR 21,338 82,964 83,530 20,771

AUTORITATEA FEROVIARA ROMANA 638 78,144 78,151 631 INSPECTORATUL REGIONAL IN CONSTRUCTII SUD-EST

-

35,884

35,884

-

REGIA NATIONALA A PADURILOR ROMSILVA

-

16,170

-

16,170

AUTORITATEA NAVALA ROMANA - 13,375 13,375 -

MONITORUL OFICIAL - 15,827 15,827 - COMPANIA NATIONALA PENTRU CONTROLUL

CAZANELOR,INSTALATIILOR DE

RIDICAT SI RECIPIENTELOR SUB

PRESIUNE-C.N.C.I.R

-

16,092

16,092

- COMPANIA NATIONALA POSTA ROMANA SUC. SERVICII EXPRESS

1,337

8,796

10,133

-

INSTITUTUL NATIONAL DE CERCETARE – DEZVOLTARE PENTRU PROTECTIA

MUNCII –I.N.C.D.P.M. ALEXANDRU

DARABONT

-

8,748

8,748

-

TELECOMUNICATII CFR - 10,905 10,905 -

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

CAPITANIA ZONALA - 7,745 7,745 - AGENTIA NATIONALA PENTRU RESURSE

MINERALE

-

6,520

6,520

- CENTRUL NATIONAL DE CALIFICARE SI

INSTRUIRE FEROVIARA

1,350

5,810

7,160

- ADMINISTRATIA NATIONALA APELE

ROMANE ADMINISTRATIA BAZINALA DE

APA DOBROGEA LITORAL

1,302

3,745

5,047

-

AUTORITATEA RUTIERA ROMANA-ARR - 4.833 4,833 -

FORMENERG - 4,123 4,123 - INSPECTIA PENTRU CONTROLUL

CAZANELOR RECIPIENTELOR

-

4,050

4,050

-

BURSA DE VALORI - 9,000 9,000 - ADMINISTRATIA NATIONALA APELE

ROMANE -

2,500

2,500

-

TOTAL 221,496 3,851,594 3,961,285 111,805

OIL TERMINAL SA’ executive management in the period 01.01.2016-31.12.2016 is:

No. Name/first name Position

1. Viorel Sorin CIUTUREANU General Director 06.07.2012 - present 2. Dan Cristian POPESCU Deputy General Director 10.05.2013 – 08.04.2016 3. Adriana FRANGU Economic Director 10.07.2012 - present 4. Emil ROHAT Technical Director 04.01.2011 - present 5. Gabriel DARABAN Commercial Director 10.07.2012 - present

In the period 01.01.2016-31.12.2016, the indemnities of the Board of Directors’ members are in a total amount of

260,139 lei.

On 31.12.2016, there are no recorded advances and credits given to the management entities.

The company’ management is provided by a Board of Directors made of 7 members.

In the period 01.01.2016-31.12.2016 the Board of Directors’ structure is:

No.

Name/first name

Birth date

Profession

Position

1. CRIȘAN DANIEL MARIUS

18.09.1961

Engineer Board of Directors’ Chairman

May 2015 – March 2016 2.

COSTREIE TOMA BOGDAN

13.11.1976

Legal adviser

Manager

May 2015 – present

BoD chairman – April 2016-17.10.2016

20.01.2017-present

3.

GHEORGHE CRISTIAN FLORIN

03.08.1975

Engineer

Manager

May 2015 – March 2016

4. PAUN DAN

13.04.1964

Engineer Manager

May 2015 – March 2016

5. DAVID ELENA DANIELA 11.08.1976 Legal adviser Manager

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

May 2015 – March 2016

6.

MATEI DUMITRU

08.07.1965

Engineer Manager

May 2015 – present

BoD chairman – 18.10.2016-19.01.2017

7.

S.C. STAAR RATING SRL

-

Legal entity represented by

Dan Cristian

BARBULESCU

Manager

May 2015-present

8. GRIGORESCU

CATALIN CONSTANTIN

21.05.1975

Legal adviser Manager

28.03.2016– present

9.

TANASE IULIA GABRIELA

05.07.1979

Engineer

Manager

28.03.2016-10.10.2016

13.12.2016-present

10. CODESCU DAN

31.08.1953

Engineer Manager

28.03.2016 – 31.05.2016 11.

GHIȚĂ BOGDAN VALENTIN

05.07.1969

Engineer

Manager 28.03.2016 – 10.10.2016

13.12.2016 - present

12. STĂNESCU

NICOLAE BOGDAN CODRUȚ

08.09.1974 Engineer and legal

adviser Interim manager

16.06.2016 – 28.08.2016

13.

MOISE NICOLETA MARIANA

27.08.1982

Economist

Manager 11.08.2016 – 10.10.2016

13.12.2016 - present

14. FLOREA CRISTIAN

05.05.1972

Economist Manager 10.10.2016 - 13.12.2016

15. PĂTRINICHE

BOGDAN CRISTIAN

16.01.1960

Engineer Manager

10.10.2016 – 13.12.2016

16. NEGRIȘAN

CLAUDIU EDUARD

23.08.1972

Engineer Manager

10.10.2016 – 13.12.2016

On 10.10.2016 the Shareholders General Ordinary Assembly adopted Decision no.7, by which new managers were

appointed according to provisions of Law no.111/2016 for EGO no.109/2011’ alteration and approval and the

unconfirmed ones were recalled, namely:

COSTREIE TOMA BOGDAN

GRIGORESCU CĂTĂLIN CONSTANTIN

MATEI DUMITRU

FLOREA CRISTIAN

PĂTRINICHE BOGDAN CRISTIAN

NEGRIȘAN CLAUDIU EDUARD

SC STAAR RATING SRL

recalling from Societatea Oil Terminal SA’ Board of Directors’ members’ position, further the fact that they wre not

re confirmed by cumulative voting, according to art.32 item (7) of EGO no.109/2011 regarding the corporate

governance of public companies, approved with further alterations and additions:

- TĂNASE IULIA GABRIELA

- MOISE NICOLETA MARIANA - GHIȚĂ BOGDAN VALENTIN

This AGOA’ decision was not recorded in the Commerce Registrar Office of Constanta Court as intervention

requests were submitted, the files being submitted to be solved up to Constanta Court as follows:

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

1. In file no. 7167/118/2016, pending on Constanta Court of Law , wich object is the intervention request

submitted by intervenor Androne Nicusor against AGOA’ decision no.7/10.10.2016 record. By decision

no.96 given on 08.02.2017, Constanta Court admitted the intervention request on own name submited by

the intervenors Androne Nicusor and the Ministry of Energy and rejected, as groundless, the mentions

recording no.75498/18.10.2016 and the lack of passive procesual quality of the defendant Commerce

Registrar Office. The decision is executive.

2. File no.7170/118/2016, pending on Constanta Court, which object is the intervention request submiited by

Fondul Proprietatea. By decision of 25.01.2017, Constanta court took note of the intervenor Fondul

Proprietatea’ give up trial, according to art.400 civil procedure code and ordered the Shareholders General

Ordinary Assembly decision no.7/10.10.2016 ,without entering the request’ motivation.

3. File 7168/118/2016, pending on Constanta court, which object is the intervention request submitted by

Broadhurst Inv.Ltd. By decision no.903/15.11.2016 given, Constanta Court cancelled as unstamped the

intervention request submitted by Broadhurst Inv.Ltd.

4. File 7292/118/2016 pending on Constanta court , which object is the intervention request submitted by ’’Oil

Terminal’’ Union and the company shareholder Androne Nicusor. On 26.10.2016 the plaintiffs ’’Oil

Terminal’’ Union and the company shareholder Androne Nicusor submitted an action for annulment of the

company’ Shareholders General Ordinary Assembly’ decision no.7/10.10.2016.

5. File no.7293/118/2016, pending on Constanta Court, in which the plaintiffs ’’Oil Terminal’’ Union and the company shareholder Androne Nicusor submitted a presidential ordinance, by which they ask for

Shareholders General Ordinary Assembly’ decision no.7/10.10.2016, until the actiob in annulment’ trial.

By civil sentence no.2434/13.12.2016, Constanta Court suspended AGOA’ decision execution for file

no.7292/118/2016 of Constanta Court, rejected as groundless the active processual quality lack exception of the

plaintiff ’’Oil Terminal’’ Union, admitted the request submitted by the plaintiffs ’’Oil Terminal’’ Union and the

company shareholder Androne Nicusor, in contradictory with the defendant Oil Terminal SA.

On 16.12.2016, Societatea Oil Terminal SA appealed against the civil sentence no. 2434/13.12.2016 given by

Constanta Court in file 7293/118/2016, a trial term not having been settled yet by Constanta Court of Appeal.

On the financial situations issue, the Board of Directors is made of the managers recorded in the Commerce Registrar

Office of Constanta court (appointed by Shareholders General Assembly’ decisions nos.2/28.03.2016 and

4/11.08.2016) further Shareholders General Ordinary Assembly’ decision no.7/10.10.2016’ suspension until the

action for annulment’ final resolution, being the object of file no.7292/118/2016 of Constanta court.

On 31.12.2016 Societatea oil Terminal has no relationships with associated branches or entities and doesn not have

participations in other companies.

2. Significant accountant policies

2.1 Conformity Statement

These individual financial reports were issued according to Public Finances Mnistery Order no.2844/2016 to adopt

the Accountant regulations according to International Standards of Financial Report, also applicable by the

companies which securities are traded on a regulated market.

Accordimg to Public Finances Mnistery Order no.2844/2016, the International Standards of Financial Report

represent the standards adopted according to (EC) Regulation no.1.126/2008 to adopt some international standards,

with further alterations and additions, according to (EC) Regulation no.1.606/2002 of E uropean Parliament and

Council of 19 July 2002 regarding applicance of international accountant standards.

The present financial reports were issued according to activity continuity principle. The amounts are expressed in lei,

in all financial reports components.

OIL TERMINAL isn’t a part of an entities group being under a mother company control and doesn’t apply IAS 27 - Consolidated and individual financial reports.

2.2 a) Standards and standards amendments on 1 January 2016

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

In 2016, the accountant policies are the same as those of the previous financial year.

Ther aren’t standards, interpretations or amendments for the current standards, issued by the International

Accountant Standards Committeee (IASB) adopted by the European Union, applying for the financial year for the

first time starting the 1st January 2016, not having an outstanding impact on the company’ financial reports.

b) New standards, amendments and interpretations applicable after 1 January 2016 not having been adopted

earlier

There are new standards, amendments and interpretations applying to yearly periods starting the 1 st January 2016

that weren’t applied when these financial reports had been issued. Neither of the below mentioned doesn’t estimate

to have an outstanding effect on the financial reports in future.

Requirements to be applied in future:

Subject Requirements Application

date

IFRS 15 This is a convergence standard regarding the revenues recognition. It replaces IAS 1/1/2018 “Revenues from 11 “Buildings contracts”, IAS 18 “Revenues” and the related interpretations. Contracts with clients” The revenues is recognized when a client gets the control of a good oa a service. The client gets the control of a good or a service when he has the ability to direct the use and to get benefits from that good or service. The main principle of IFRS 15 is that an entity recognizes the revenue following the goods and services promised transfer to clients in the amount, reflecting the consideration the expects to receive for these goods and services. An entity recognizes the revenues according to this main principle by applying the following steps:

Step 1: Identification of the contract with the client

Step 2: Identification of contract obligations.

Step 3: Determination of the transaction cost

Step 4: Allowance of each transaction on each contract obligation

Step 5: Recognition of the revenue when the entity fulfills its obligation.

IFRS 15 also includes a set of requirements having as result full information supply

about the kind, amount, period and uncertainty of the revenues and cash flow arisen

from the entity’contracts with clients.

IFRS 9

IFRS 9’ full version will replace the guide to apply IAS 39. IFRS 9 keeps but 1/1/2018 “Financial instruments” simplifies the mixed evaluation models and settles three categories of primary

measures for the financial assets : amortized cost, fair cost by the comprehensive

result and fair value by the results account. The classification base depends on the

entity business model and the financial asset contractual cash flows.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

2.3. The evaluation bases

The financial reports are issued for hystorical cost, altered to include the tangible and intangible assets reevaluation

and regulated according to the Accountant International Standard IAS 29 - Financial report in the hyperinflationery

economies – until 31 December 2003. Since the 1st January 2004, Romania’ economy is not considered a

hyperinflationery one. The company stopped to apply IAS 29 since that date.

2.4 Functional and presentation currency

These reports are presented in lei, this being the company’ functional currency. All financial information is in lei,

rounded to integer if not mentioned otherwise.

2.5 Use of estimations and professional reasonings

The preparation of the financial reports according to IFRS supposes the management’ use of some estimations,

judgements and suppositions affecting the accountant policies application and the assets, debts, revenues and

expenses’reported value. The estimations and suppositions associated to these estimations are based on the hyst orical

experience and on other reasonable factors in the context of these estimations. The results of these estimations is the

base of the judgements regarding the assets and debts’ accountant values not being got from other information

sources. The current results can be different from the estimations values. The estimations are periodically reviewed

and if regulations are necessary, these are reported in the profit and loss account for the period in which they become

known. Nevertheless, the estimations’ uncertainty can generate results different from the initial estimations and can

lead to the assets and debts accountant value’ significant regulations in the future periods. Management thinks that,

any exception of these estimations won’t have a significant influence on the financial reports in coming future.

According to IAS 36, either the tangible or the intangible assets are analysed on the balance date to identify if there

are impairment indications. If there are signs that a loss from impairment occur red, the company estimates the

recoverable value of the unit generating cash or of the asset. The recoverable value is the maximum between the use

value and the sale one less the costs related to the sale. In most cases, the company estimates the use value . The use

value calculation is based on budgets and prospectives, needing a series of estimations and hypotheses as: products

future prices and/or raw limits, increase rates, inflation indexes, exchange rates, updating rates, etc.

2.6 Hypotheses

In the process to apply the company’ accountant policies, management didn’t make significant hypotheses, besides

those involving estimations of provisions for receivables, stocks and litigations, with significant effect on the

financial reports values.

2.7 The accountancy and reporting bases in the hyperinflational economies

The company’ evaluation and reporting currency is the new Romanian leu (RON), IAS 29 - Financial reporting in

the hyperinflational economies require that the companies financial reports ar e issued in current monetary unit on the

balance sheet date and all amounts must retreated in these terms.

IAS 29 provides that, the operational result reporting and the financial position in local currency, without retreatment

related to inflation, is useless as money leses its power to buy so fast, so that a comparison, between the transactions

value or of other events occured in different moments, ven in the same reporting period, is wrong.

IAS 29 suggests that an economy must be considered hyperinflational if some terms are met, one of them being that

the inflation cumulative rate exceeds 100% for a period of three years.

Until 31 December 2003, regulations were made to reflect IAS 29 application.

IAS 29 application, to the transactions and solds specific categories in the financial reports, is presented herebelow.

Monetary asssets and liabilities The monetary assets and liabilities weren’t reevaluated in view to apply IAS 29, as these are already expressed

comparing to the current monetary unit on the balance sheet date.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Nonmonetary assets and liabilities and own capitals

From this category, the own capitals components were retreated applying the inflation rate of the month in which the own capitals were initially recorded in the financial reports until 31 December 2003.

2.8 Transactions in foreign currency

Transactions in foreign currency are changed into the company’ functional currency using the exchange rate of the

trade date.

The monetary assets and the denominated debts in the foreign currency on the balance sheet issue date are changed into the functional currency by an exchange rate on the balance sheet date.

The exchange rates differencies are recorded in the profit and loss account.

The non monetary asssets and liabilities, presented startibg the hystorical cost in foreign currency are changed using

the exchange rate on the trade date.

On 31.12.2016, namely 31.12.2015 the official exchange used for balance’ conversion into foreign currency are:

Currency

Year ended on

31 December

2016

Year ended on

31

December

2015

1 SWISS FRANC CHF 4.2245 4.1797 1 EURO EUR 4.5411 4.5245 1 STERLING POUND GBP 5.2961 6.1466 1 USA DOLLAR USD 4.3033 4.1477

2.9. Tangible assets

a) General presentations The tangible assets are presented at their reevaluated value less the accumulated depreciation and the losses from

depreciation.

The costs of assets constructed in direct labor include the materials costs, direct salaries, initial estimation, where it’s

about the directly attributable elements’ dismount and remo val and the location rehabilitation and a share of the

indirect expenses.

When an asset has major components, with different useful lifetime, these components are recorded as elements of

separate assets.

The fair value of the tangible assets was settled on the continuity principle base.

b) Evaluation at recognition

A tangible assets element, meeting the recognition terms as an asset, is evaluated at its cost. Tangible assets are initially evaluated at the acquisition cost (for those onerously acquired), at th e contribution value

(for those received as contribution in kind at constitution/increase of social capital), namely at the fair value on the

acquisition date for those received costless).

c) Evaluation according to recognition

For further recognition, the reevaluation model was adopted, according to IAS 16 – Tangible assets.

The reevaluated good value is its fair value on the reevaluation date minus any furtherly accumulated amortization

and any losses accumulated from impairment.

Reevaluations must be effected regularly enough to ensure that the accountant value is not significantly different

from that would have been determined by using the fair value on the balance sheet date. Reevaluations are effected by an independent assesssor ANEVAR certified.

The reevaluated value (in addition) is replaced by the acquisition cost. The additional differencies from reevaluation

are found in the accountacy, in own capitals, as addition from reevaluation, when the increase compensates a

decrease from the previous reevaluation of the same asset previously recognized in profit or loss excluded, the

increase is directly recognized in the profit and loss account.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

The differencies in minus from reevaluation are recognized in profit or los, when decrease compensates an increase

from the previous reevaluation, accumulated in own capitals as addition from reevaluation excepted, the decrease is

recognized in other elements of own capitals, decreasing the addition from reevaluation.

The addition from reevaluation, included in own capitals related to tangible assets’ one element, is directly

transferred in the reported result when the asset is withdrawn or given.

Transfers from thereevaluation addition in the reported result are not made by profit or loss.

Any recorded earning or loss, when a fixed asset’ output , was found in the profit and loss account.

On 31.December 2016, the company did not re evaluated the tangible assets. The reevaluations frequency dependes

upon the reevaluated tangible assets fair valus alterations. For the tangible assets which fair values don’t have

outstanding alterations, the reevaluations are not necessary.

If a tangible assets element is reevaluated, all other assets in the group must be reevaluated, except the case if there

is no acive market for that asset. A group of tangible assets contain assets of the same kind and similar uses, being in

an entity use. If a tangible asset’ fair value can’t be determined any more by the reference to an active market, the

asset’ value presented in the balance must be its reevaluated value on the latest reevaluation date, from which the

value cumulated regulations are decreased.

d) Further expenses The company recognizes in the net book value of a tangible asset the cost of a replaced component, if the recognition criteria are met: the generation to the company of future economic benefits related to assets and the asset

cost can be reliably evaluated.

Fixed assets repairs and maintenance expenses, made to resettle or to preserve these assets’ value are found in the

profit and loss account on their effectness date.

The paid or to be paid amounts generated by operations leading to value and/or life time increase, by upgrading the

owned tangible assets, namely those operations leading to a significant improve of technical para meters, to an

increase of the generating potential of some economic benefits by these, are capitalized (appropriately increase that

asset book value).

e) Amortization Amortization is calculated at the book value (acquisition cost or reevaluated value) using the linear depreciation,

during the estimated useful lifetime of assets starting the next month after putting into work and is monthly included

in the company’ costs.

Estimated useful lifetimes are:

Category Useful lifetime (year) Buildings 8-40 years

Technological equipments (cars, equipments, work facilities)

3-24 years

Apparata and equipments for measurement, control, regulation

2-24 years

Transport ways 3-16 years Furniture, office equipment and other tangible

assets 2-16 years

The amortization expenses for each period are found in the profit or loss only if they are not included in the book

value of another asset.

The amortization of an asset starts when this is available to be used, when it is in the necessary location and state to

work in the agreed manner by the management.

The amortization of an asset ceases the earliest on the date when the asset is classified as being owned in view to be

sold (or included in a group to be given, classified as owned in view to be sold) according to IFRS 5 a nd on the date

the asset is unrecognizable.

Therefore, amotization doesn’t cease when the asset is not used or is out of work, when it is fully written down excepted. Nevertheless, according to amortization methods based on use, the amortization expenses c an be 0 when

there is no output.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Each part of a tangible assets element, with a significant cost than the element total cost, is separately written down.

The residual value and the useful lifetime of an asset must be reviewed at least every financial year end. If

expectations differ from othe previous estimations, alteration (s) must be ook recorded as book estimation alteration,

according to IAS 8- accountant policies, book estimations alterations and errors.

The lands are not amortized. Impairment of other tangible assets is calculated using the linear amortization method,

allowing costs related to the residual value complying with the related lifetime.

f) Impairment of tangible assets

An active is impaired when its book value exceeds its recoverable value. At each reporting date, the company must check for any assets impairment signs. When identified such signs, the company must estimate the asset recoverable

value.

If one asset book value is diminished following a reevaluation, this diminish must be found in the profit or loss. The

decrease must be found in other elements of the overall result only if the addition from reevaluation doesn’t have a

credit balance for that asset. The decrease found in other elements of own capitals diminishes the amount

accumulated in own capitals as addition from reevaluation.

g) Derecognition

An element of tangible assets’ book value must be derecognized:

- when concession;

- when no future economic benefit is expected from its use or disposal. Income or loss arisen from derecognition of a tangible asset’ element must be included in profit or loss when the elementis derecognized.

h) Public patrimony

The company has no public patrimony in administration but it has an Oil agrement for the shoretanks, crude oil and petroleum products pipelines, pumping facilities a other facilities and equipments related to these’ operation

concession, with Bucharest National Agency of Mineral Resources, approved by GD 886/2002 for 30 years.

The investments made by the company in the assets beimg the object of the concession contract are capitalized and

are amortized for the minimum period between that asset outstanding lifetime or the outstanding period of the Oil

agreement, the goods value, being the state public domain, are ging to be reunited, after th eir full amortization.

2.10 Intangible assets

a) Recognition and evaluation

To recognize an asset as intangible asset, the company must prove that the element meets the followings:

Definition of an intangible asset, namely:

- it is separable, i.e. can be separated or divided by entity to be sold, transferred, authorized, hired or changed,

either individually, r together with a contract, an asset or a coorespondent debt;

- arises from contractual or other legal kinds obligations, irrespective those rights are tr ansferable or

separable by the entity or by other rights and obligations;

Recognition criteria, namely:

- it is possible that the future economic benefits, foreseen to be given to the immobilization, to come back to

the company;

- the immobilization cost can be trustfully evaluated.

An intangible asset must be initially evaluated at cost.

An intangible asset cost, got separately, is made of:

- its purchase price, import Customs fees and nonrepaybable purchase fees, after discounts and trade bonus deduction;

- any cost directly assigned to the asset preparation for the provided use. For a nonpayable intangible asset or for a symbolic counterservice, by a governmental subvention, the company initially recognizes the asset at its nominal value plus any expenses, directly asigned for the asset preparation for its

intended use.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

The intangible assets, according to generally accepted regulations, can’t be got by assets exchange, thsese being

treated as special deliveries.

b) Recognition of some expenses

The one intangible asset expenses must be found as costs when they are supported, when they are part of an

intangible asset meeting the recognition criteria.

The expenses regarding intangible assets, not having initially being taken as costs, are not included in the intangibl e

assets costs at a further date.

c) Evaluation as recognition

As recognition, an intangible asset is recorded in accountancy according to the standard based on reevaluation, or on

that based on cost if there is no active market for that intangible asset, at cost or less any accumulated amortization

and any losses from accumulated depreciations.

d) Amortization

The informatic programs and the used licenses are written down for a period of three years using the linear

amortization method.

2.11 Clients and assimilated accounts

Clients accounts and the assimilated ones include the issued, uncashed invoices on the 31st December 2016 at the nominal value of the services supplied. The clients and assimilated accounts are recorded at the achievable value.

The receivables value is presented at the invoices’initial value, diminished by the provisions (regulation for

impairment) for the doubtful debts. The provisions’ value (regulations for impairment) is calculated as being the

difference between the book value and the recoverable value.

2.12 Stocks

The main stocks categories are: consumables and inventory objects. Stocks are determined at the lowest value between cost and net achievable value. The stocks cost is determined

according to FIFO evaluation method and includes expenses effected for stocks’ acquisition, production or

processing costs and other costs to bring stocks in the present form and location.

The net achievable value is the sale price estimated during the normal activity run – the estimated costs for

completion if applicable and the sale expenses.

There are value regulations for slow movement, physically and morally worn stocks, if applicable.

2.13 Cash and cash equivalent

Cash and cash equivalent are presented in balance at cost. In order to issue the cash flows reports, cash and cash equivalents contain cash counting, accounts at banks, cash in transit, other financial investments on short term with a

high degree of liquidity, due to payment in 3 months or less and the account overdraft facilities.

2.14 The employees’ benefits

During its activity run, the company effects payments in its employees name to the state budget and to the social insurances budget, namely the retirement fund, health fund, indemnities, vacantions and state unemployment. All the

company’ employees are members of the state retirement plan. These amounts are recordde as expenses and found

in the profit and loss account.

The company has no other retirement schedule and has no retirement indemnitities obligations.

Salaries obligations, on short term, due to employees are recorded in the profit and loss account in the period when

benefited by their services rendered by these.

A provision is constituted for the bonus legally provided to be paid as a result of the services rendered b y the

employees, on short term, if these can be reasonably measured.

The company recorded a provision for benefits of retirement. This provision was calculated according to the average

salary estimation, to the average number of salaries to be paid for retirement, to the estimation of the period when

these are paid and to the estimation of contributions due by the employer for the calculated gross amounts.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

This provision was calculated according to the Labour Collective Contract no.2029/28.12.2015, in force in the period

01.01.2016-31.12.2017.

The company constitutes a fund for the employees’ participation to profit according to GD 64/2001’ provisions.

2.15 Tax on profit

a) Recognition of debts and receivables regarding the current tax

The profit tax obligation related to the reporting period and to the previous periods is recognized as it is not paid. If the amounts paid related to the current period and the previous periods exceed the amounts due related to these

periods, the addition is known as recoverable amount.

The benefits regarding a fiscal loss, that can be transferable to recover the profit tax from a previous period, is

recognized as amount to be recovered.

Debts (assets) regarding the profit tax related to the current period and to previous peri ods are evaluate at the amount

to be paid/recovered to the fiscal authority, using the taxation rate and legal regulations, applicable on the balance

sheet date.

For the financial year completed on 31 December 2016, the tax on profit rate, according to Fis cal code was 16%.

b) Recognition of assets and debts regarding the postponed tax

Tax on the postponed profit is determined using the the balance sheet method, on the temporary differencies arisen between the assets and debts tax bases and their value in the financial recors.

Tax on postponed profit is determined using the taxation rates (and laws) adopted or substantially adopted on the

balance sheet date and is expected to apply when the tax on postponed profit is achieved or settled.

The main temporary differencies arise from movements in the assets fair value, provisions for employees benefits

and fixed assets impairment.

The postponed tax regarding the investments fair value, available for sale, that are not directly recognized in own

capitals, is also credited or debted in own capitals and furtherly recognized in profit and loss account, together with

the loss or postponed income.

The tax postponed assets are recognized as there is the possibility to achieve a taxable profit from which the temporary difference can be recovered.

2.16 Provisions

Provisions are doubtful debts as the timing or valoric point of view.

Provisions are recognized when the company has a current, legal or implicit obligation, following some past events and when a respurces consumption is necessary to cease the obligation.

It must be also possible a reliable estimation of this obligation. If the company expects a partial or full

reimbursement of expenses, imposed for a provision’ settlement (ex. by the insurance contracts), it wil l have to:

- to recognize a reimbursement only if it is sure that the company honors its obligations, and the amount

recognized as reimbursement, won’t exceed the provision;

- to recognize the reimbursed amount as a separate asset. Regarding the overall result , the expense related to a

provision can be presented after having deducted the reimbursement recognized value.

The provisions for risks and expenses are recognized when the company has a legal or implicit obligation arisen

from past events, when, for the obligation’ settlememt a resources output incorporating economic benefits and when

a credible estimation can be made regarding the obligation value.

The company will record as ‘’other provisions for risks and expenses’’ the necessary amounts to constitute the

participation fund to the achieved profit in the current year to give incentives to the employees, managers running

their activity according a mandate contract. After approval of the yearly individual financial reports, issued by the year in which the profit was achieved from

which the incentives are given, by the Shareholders general assembly, the provision is cancelled and the expense is

recorded with the employees’ participation to profit.

2.17 Contingents

The contingent debts are not recognized in the annexed financial reports. These are presented if the resources output, incorporating economic benefits, is possible and nor probable.

A contingent asset is not recognized in the annexed financial reports, but presented when an economic benefits entry

is probable.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

2.18 The revenues recognition

The revenues recorded by the company are book recorded by their kind (operating, financial). The revenues must be evaluated at the received or to be received counterservice’ fair value. If the transaction is a

financial one, the fair value is determined by updating all the amounts to be received in future, using an implicit

interest rate, different from the book value being a revenue from interests.

When a transaction result, involving service supplies, can’t be estimated appropriately, the revenue must be recognized only in the recognized expenses limit that can be recovered.

The collected amounts in third parties’ name as sale taxes, taxes for goods and services, VAT aren’t economic

benefits generated for the company and haven’t as result increases of own capitals, being excluded from revenues.

Similarly, if a mandate contract, economic benefits entries include the collected amounts in the mandate’ name, not

having as result increases of the company’ own capitals. The collected amounts in the mandate’ name don’t represent

revenues, the revenues being represented by the commissions’ value.

Revenues from services supplies These are recorded in the accountant book during their occurrence. The services supplies cont ain inclusively the

works execution and any other operations that can’t be taken as goods delivery.

The work execution stage is determined according to works reports accopmanying the invoices, reception protocols

or other documents certifying the supplied services achievement stage and reception.

To be recognized, the possibility is required, that the economic benefits associated with the transactions to be

generated for the company, the transaction final stage at the period completion and the costs supprte d for it, and

those for the transaction completion to be able to be evalutated appropriately.

Revenues from goods use leasing

The revenues from goods use lease are recgnized in accountant book. To recognize these revenues, the reference period is taken into consideration, the contractual penalties for unpayment of contractual obligations in due time as

well.

Revenues and financial expenses

Financial revenues represent the revenues amount from interests related to invested funds, revenues from dividends, earnings from financial assets transfer available for sale, alterations in financial assets fair value, earnings from

exchange rate, all being recorded in theprofit and loss account.

Revenues from dividends are recognized on the date, at which the right to receive a company’dividend is recognized.

Revenues from interests are recognized using the efective acquisition method, proportionally with the relevant period

of time, according to the main part and the effective rate during the period until the due date or for shorter periods, if

this period is connected to the transaction costs, when it settles that the company will get such revenues.

Financial expenses represent at the interest amount related to the contracted loans, losses due to exchange rate,

alterations in the financial assets fair value and losses value.

All expenses related to the contracted loans are presented according to the effective interest.

Governmental subventions

Governmental subventions received for fixed assets acquisition are included in debts on long term and as postponed income and are credited in linear profit and loss account, during the period, representing the fixed asset’ estimated

lifetime.

Determination of fair value

The company accountant policies impose the determination of fair value for the financial and nonfinancial assets and for liabilities. The fair value was determined according to here- presented methods. Additional information, where

applicable, about the suppositions made to determine the fair value are presented in that asset and liability’ specific

notes.

On the 31st December 2016, the company reevaluated tangible assets. The frequency of the reevaluations depends

upon the reevaluated tangible assets fair values alterations. For tangible assets which fair values ha ve no outstanding

alterations, reevaluations are not necessary. If a tangible assets element is reevaluated, all other assets in the group

must be reevaluated, except the case if there is no active market for that asset. A group of tangible assets contain

assets of the same kind and similar uses, being in an entity use. If a tangible asset’ fair value can’t be determined any

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

more by the reference to an active market, the asset’ value presented in the balance must be its reevaluated value on

the latest reevaluation date, from which the value cumulated regulations are decreased.

The latest reevaluation is recorded on 31 December 2015, when the company reevaluated the elements of tangible

and intangible assets.

2.19 Result per share According to IAS 33 ‘’ Result per share’’, the result per shae is calculated by dividing the profit or the loss given to

shareholders to the ordinary shares average for the period.

The shares in circulation weighted average during the year represents the period start number of sha res, regulated by

the issued shares multiplied by the months number where the shares were in circulation during the year.

Dillution is a decrease of the result per share or an increase of the losses per share arisen if the convertible

instruments are changed into, or as ordinary shares, are issued after some mentioned terms meeting. The result’

object per share is similar to that of the result per base share, namely to evaluate the interest of each ordinary share of the entity’ performance.

2.20 Reserves from reevaluation

Reevaluations are made regularly enough, so that the acclountant value is not substantially different from that determined using the fair value of the balance date. The company effected the tangible assets reevaluation : 31

December 20013, 31 December 2007, 31 December 201, 31 December 2012, 31 December 2013, 31 D ecember

2014, 31 December 2015.

The difference between the value arisen, after reevaluation, from the tangible assets net accountant value

is presented, up to this nature (appreciation/depreciation), either for the reserve from reevaluation, as a different

under element in Own capitals, or in the profit and loss account. If the reevaluation result is an increase comparing to

the net accountant value, then this one is treated as follows: as a reserve fro reevaluation’ increase presented in own

capitals, if there was no previous decrease recognized as an expense of that asset, or as a revenue to compensate the

expense of that asset’ previously recognized decrease.

If the reevaluation result is a decrease of the net accountant value, this is treated as an expense of the whole

depreciation value when in the reserve from reevaluation, there is no amount recorded, related to that asset (surplus

from reevaluation) or a decrease of the reserve from reevaluation by the minimum between that resrve’ value and

the decrease’ value, the possible uncovered difference is recorded as an expense.

The surplus from reevaluation, included in the reserve from reevaluation is transferred to the reporte d result when

this surplus represents an achieved earning. The earning is considered to be achieved, when the asset is taken out of

the bookkeeping, asset for which the reserve from reevaluation was constituted.

No part of the reserve from reevaluation can’t be distributed, directly or indirectly, excluding the case it represents an

effectively achieved earning.

Since May 2009, the reserves from the fixed assets’ reevaluation effected after 1 January 2004, deducted in the taxable profit calculation by the fiscal amortization or by expenses regarding the transferred and/or out of use assets,

are taxed together with the fiscal amortization deduction, namely when these fixed assets are deducted from

administration.

2.21 Legal reserves The legal reserves are constituted in a percentage of 5% from the gross profit, recorded when the year is completed until the total legal reserves reach 20% from the nominal social capital paid according to legal provisions. These

reserves are undeductible when the taxation on profit is calculated.

3.Revenues from operating – supplied services The revenues achieved by the company are reported at the following values level:

Year ended on 31 December 2016

Year ended on 31 December 2015

Revenues from service supplies 158,670,564 136,248,360

Revenues from goods use lease 454,789 406,512

Revenues from various actvities 436,122 706,568

Total revenues from serices supplies 159,561,475 137,361,440

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

4. Revenues from residual products sale

Revenues from residual products sale

Year ended on

31 December 2016

Year ended on

31 December 2015

(recovered fuel type A) 675,859 400,521

Revenues from other wastes recovery 341,553 503,546

Revenues related to products stocks costs 188,226 (52,784)

Total revenues from residual products sale 1,205,638 851,283

5. Other revenues from operation

Year ended on 31 December 2016

Year ended on 31 December 2015

Revenues from regulations for clients’ receivables 117,703 2,140,916

Expenses for impairment of clients’ receivables (57,004) (1,666,773)

Net provisions for receivables 60,699 474,143

Revenues from immobilizations 55,580 101,186

Revenues from penalties

32,300

245,526

Revenues from tangible assets sale 129,942 16,431

Revenues from provisions reversal 1,999,294 2,933,573

Expenses regarding provisions (1,860,955) (10,380,928)

Revenues from regulations for assets’ impairment 1,144,979 594,660

Expenses regarding regulations for assets’ impairment (555,682) (1,739,639)

Net regulations for provisions

727,636

(8.592,334)

Revenues from regulations for stocks 60,183 22,423

Expenses for stocks impairment (30,213) (22,077)

Net regulation s for stocks’ impairment

Revenues from intangible assets’ reevaluation

29,970

346

421,904 444,508

Other revenues from operation

421,904 444,508

Total revenues from operation

1,458,031 (7,310,194)

6. Financial revenues Year ended on

31 December 2016

Year ended on

31 December 2015

Revenues from interests 105,906 108,190

Revenues from exchange currency rate differencies 724,866 1,430,189

Revenues from earned discounts 25,525 28,690

Other financial revenues - 124,031

856,297 1,691,100

Total financial revenues (476,823) (630,330)

Expenses regarding the paid interests (1,343,009) (785,341)

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Expenses from exchange rate differencies

Other financial expenses

- (170,972)

Total financial expenses (1,819,832) (1,586,643)

Net financial results

(963,535) 104,457

7. Raw products and materials expenses

Year ended on 31 December 2016

Year ended on 31 December 2015

Additional materials expenses

3,540,557

2,971,526

Fuels expenses 1,263,953 1,443,999

Packing stuff expenses 86,415 69,637

Spare parts expenses 1,730,788 959,966

Other supplies expenses 752,686 727,660

Inventory objects expenses 1,550,427 988,803

Unstocked stuff expenses 17,768 24,683

Total Raw products and materials expenses 8,942,594 7,186,274

8. Power and water expenses

Year ended on

31 December 2016 Year ended on

31 December 2015

Water consumption expenses 1,118,239 1,114,852

Electric power consumption expenses 2,625,234 3,145,645

Total Power and water expenses 3,743,473 4,260,497

9. Staff expenses

Year ended on

31 Dec. 2016 Year ended on

31 Dec. 2015 Managers salaries expenses

224,796

195,364 Employees salaries expenses from which: executive directors*

48,397,971

46,304,270

550,123 624,662

Expenses regarding the bonuses for the profit participation 570,765 -

Expenses regarding the meal tickets given 1,923,099 1,913,887

Expenses regarding contribution to social insurances fund 8,477,619 8,031,705

Expenses regarding contribution to health fund 2,570,684 2,429,419

Expenses regarding contribution to unemployment 368,828 348,434

Other expenses regarding the insurances and social protection 1,993,733 766,927

Total salaries expenses 64,527,495 59,990,006

*Values represent amounts given as follows:

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

- in 2016 for 4 executive directors in the period 01.01.2016-08.04.2016 and for 3 executive directors in the

period 09.04.2016-31.12.2016. The contributions due by the employee, the taxation for 2016 included are in

an amount of 158,678 lei.

- in 2015 for 5 executive directors in period 01.01.2015 – 3108.2015 and for 4 executive directors in period 01.09.2015-31.12.2015. The contributions due by the employee, the taxation for 2016 included are in an amount of 177,336 lei.

Employees

The effective number of employees evolved as follows:

31 December 2016 31 December 2015

High training staff, from which: 185 181

Management positions staff 37 36 Average/gymnasium training staff, from which: 787 797

Qualified staff 724 739

Total 972 978

The employees’ average number was 939 on 31.12.2016 and 959 on 31.12.2015.

The salaries and the related contributions expenses recorded in period 2015-2016 are the followings:

Year ended on

31 Dec. 2016 Year ended on

31 Dec. 2015

Salaries expenses 29,619,781 28,820,462

Expenses regarding the contribution to the social insurances fund, health

and unemployment fund 11,417,131 10,809,558

Total 41,036,912 39,630,020

Note: Position ‘’Salaries expenses’’ doesn’t include employees’ allowances and bonuses or the General Director and

the Board of Directors’ members’ indemnities. According to the Labour Collective Contract’ provisions in force, the

company gave the employees the following allowances and bonuses: Easter, Christmas, Oil worker day bonuses,

output bonus, loyalty bonuses, retirement allowance, marriage allowance, employees participation to profit,

treatment and rest tickets, the transport included, gifts given to women employees and to the employees’ minor

children, birh, funeral, sever diseases allowances, meal tickets and other bonuses (hospitalization aids,

accommodation)

Obligations regarding the employees’ allowances are as follows:

Year ended on

31 Dec. 2016 Year ended on

31 Dec. 2015

Rest and treatment tickets and the related transport 1,103,604 15,681

Gifts given to women employees and to minor children 422,300 360,250

Birth aids 115,040 84,000

Funeral aids 382,089 350,573

Aids for severe diseases 211,650 124,673 Meal tickets 1,923,099 1,913,887 Employees’ participation to profit 570,765 0 Bonuses acc. The Labour Collective Contract 3,657,300 3,446,840 Loyalty bonuses 2,359,592 2,248,820

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Marriage aids 50,330 30,000

Hospitalization aids 184,531 166,186

Accomodation aids 21,518 19,641

Total 11,001,818 8,760,551

General Director , the Board of Directors’ members

The indemnities paid to the General Direct or, Board of Directors’ members, by Societate are detailed here -below:

Year ended on

31 Dec. 2016 Year ended on

31 Dec. 2015

Indemnity related to mandate contract 224,796 195,364

Board of Directors’ members’ indemnities 260,139 254,979

Total 484,935 450,343

10. Third parties supplied services expenses

Year ended on

31 December 2016 Year ended on

31 December 2015

Expenses regarding various services supplied by third parties 11,437,617 11,329,301

BOD and AGA indemnities expenses 260,139 257,759

Phone supplies services expenses 365,813 337,051

Bank supplies services expenses 286,972 210,328

Commissions and fees expenses 147,596 145,512

Total third parties supplied services expenses 12,498,137 12,279,951

In the structure of third parties supplied services expenses, the audit expenses are included. The company audit in

period 2015-2016 was provided by Romar – Co Audit SRL company.The fees are settled according to contract

concluded by the 2 parties. All fees refer to the annual financial situations audit services and to the interim financial

reports limited control services.

The fee for the financial year 2016, according to the contract concluded between the 2 parties is 44,500 lei

(VATexcluded).

11. Immobilizations amortization expenses Year ended on

31 December 2016

Year ended on

31 December 2015

Intangible assets amortization expenses 252,386 287,416

Tangible assets amortization expenses, from which: 12,122,915 10,587,189

Buildings and buildings facilites 8,738,526 7,685,342

Technical facilities, technological equipments 2,757,795 2,298,460

Furniture and other immobilizations 626,594 603,387

Total immobilizations amortization expenses 12,375,301 10,874,605

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

12. Other operation expenses

Year ended on

31 December 2016 Year ended on

31 December 2015

Repairs expenses

17,695,950

7,250,359

Maintenance expenses 5,218,718 3,934,933

Royalties expenses 6,827,557 5.312,148

Hires and administrative locations expenses 3,357,993 2,518,375

Insurance premium expenses 295,037 217,603

Studies and researches expenses 370,700 208,839

Training and research expenses 209,984 229,912

Advetising expenses 70,123 41,923

rotocol expenses 59,340 57,795

Movement/travel expenses 281,747 329,037

Expenses regarding other taxes and fees 3,358,363 2,113,483

Losses from receivables 15,288 1,871,175

Expenses regarding the donations given 25,000 10,000

Compensations, fines, penalties expenses 198,551 1,216,300

Other expenses from operation 1,726,272 935,764

Expenses from intangible assets reevaluation - 4,823

Total other operation expenses 39,710,623 26,252,469

13. Expenses regarding the currebt and postponed profit

Taxation on current and postponed profit of the company for 2016 and 2015 is settled at a statutary rate of 16%.

Taxation on current profit Tax on profit found in the profit and loss account:

Year ended on

31 December 2016 Year ended on

31 December 2015

Current tax expenses 4,044,536 4,249,474

Total expenses regarding the tax on profit 4,044,536 4,249,474

The company recorded tax on profit costs on the current activity and on the differencies from reevaluation,

transferred on the amortization expenses during the year, taxable in the profit tax calculation.

In 2016, the company didn’t record a revenue or expense regarding the postponed taxation.

On the 31st December 2016, the company recorded a gross profit of year in an amount of 19,463,986 lei.

For 2016, the fiscal profit calculated according to provisions of Law 227/2015 regarding the Fiscal Code, with further alterations and additions is in a value of 25,434,598 lei.

Tax on profit calculated on the fiscal profit is in amount of 4,069,536, diminished to 4,044,536 lei, further the

sponsorship expenses’ recording in an amount of 25,000 lei, expenses achieved in the limit provided in Fiscal code.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Reconciliation of the taxation effective rate for years 2015 and 2016:

Year ended on

31 December 2016 Year ended on

31 December 2015 Profit before the tax on profit

19,463,986 10,163,184

Profit before the tax on profit (sponsorship expense excluded)

19,488,986

10,173,184

Tax on profit at the statutary rate of 16% 3,118,238 1,627,709 Effect of non-deductible expenses 694,823 2,835,575

Taxation of reserves from reevaluation 980,222 818,068 Nondeductible revenues effect (531,545) (895,584) Deductions from legal reserve (168,357) (86,247) Reinveste profit (23,845) (40,047)

Tax exemptions for sponsorship (25,000) (10,000)

Expense of tax on profit 4,044,536 4,249,474

Taxation on postponed profit

The payment and to be recovered taxations are calculated according to the taxable and/or deductible temporary

differencies, settled for assets and debts as differencies betwen the asset and /or debt accountant value and the

amount for fiscal targets. Societatea recognizes postponed taxations on an expense or a revenue, excluding the

taxation generated by an accounted event directly in own capitals.

In 2016, a tax on postponed profit, constituted on its own capitals in an amount of 28,723,015 lei was diminished by

the value 98,437 lei, representing taxation on postponed profit related to reserves from reevaluation for the

concessioned/out of use assets transferred in the reported result. The postponed taxation recogn ized on 31 December

2016 in the overall result situation is (98,437) lei.

On the 31st December 2014, according to IAS 8 ‘’Accountant policies, accountant estimations and errors

alterations’’, it recorded a tax on postponed profit, related to reserves fom reevaluation for 2011-2014, on its own

capitals of 25,943,248 lei, by account’’ reported result arisen from accountant errors correction’’ . In 2015 it

recorded tax on postponed profit constituted on own capitals in the value of 2,779,766 lei, so that, on 3 1.12.2015 the tax on postponed profit constituted on own capitals is 28,723,015 lei.

14. Information on segments

Oil Terminal SA has only one reporting segment, namely services supplies regarding receiving, storage, conditioning

and dispatch of crude oil, fuel oil, petroleum, petrochemical and liquid chemical products for import, export and

transit.

Total revenues from supplied services

Year ended on

31 December 2016

Year ended on 31 December 2015

Δ %

Services supplies regarding receiving, storage, conditioning and dispatch of crude oil, fuel oil,

petroleum, petrochemical and liquid chemical

products.

158,670,564

136,248,360

16.45

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Services supplies for external clients

Client name

Country Year ended on

31 December

2016

Year ended on 31 December

2015

Δ %

VITOL

Switzerland 21,283,856 9,958,401 113.72

LITASCO

Switzerland 8,898,333 - -

EURONOVA ENERGIES

Switzerland 6,998,272 4,569,931 53.13

MADDOX

Switzerland 4,669,190 1,642,502 184.27

MITSUBISHI INTERNATIONAL GMBH

Germany 2,324,197 2,370,848 (0.98)

ISLAND PETROLEUM

Cyprus 522,026 1,045,001 (50.05)

VICTORIA CHEMICALS SPOLKA Z

OGRANICZONA ODPOWIEDZIALNOSCIA

Poland 314,533 249,060 26.28

ELEMENT ALPHA

Switzerland 208,930 - -

Oil Terminal SA ‘ main clients

Client name

Country

Year ended on

31 December 2016

Year ended on 31 December 2015

Invoiced

value

%

Invoiced value

%

PETROTEL LUKOIL

Romania

55,691,578

30.70

56,752,853

34.78

OMV PETROM

Romania

23,271,677

12.83

24,525,237

15.03

VITOL

Switzerland

21,283,856

11.73

9,958,401

6.10

OSCAR DOWNSTREAM

Romania

19,111,314

10.54

16,158,830

9.90

MOL ROMANIA PETROLEUM

PRODUCTS

Romania

16,246,466

8.96

16,840,150

10.32

LITASCO

Switzerland

8,898,333

4.91

-

-

EURONOVA ENERGIES

Switzerland

6,998,296

3.86

4,569,931

2.80

MADDOX

Switzerland

4,669,394

2.57

1,642,502

1.01

ROMPETROL RAFINARE

Romania

3,652,548

2.01

10,600,703

6.50

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

NATIONAL ADMINISTRATION OF

STATE RESERVES

Romania

3,352,658

1.85

3,112,803

1.91

MITSHUBISHI INTERNATIONAL

Germany

2,324,810

1.28

2,374,481

1.46

CHIMCOMPLEX

Romania

1,728,033

0.95

2,220,852

1.36

15. Tangible assets

Gross values

Fields

Buildings

Technical

facilities and

equipments

Other

facilities,

equipments

and furniture

Total

Balance on the 31st

December 2015 298.616.273 127.903.160 22.318.723 3.697.656 452.535.812

Transfers from going on

assets - 17.771.244 493.698 9.474 18.274.416

Outputs - (197.950) (128.097) (4.673) (330.720)

Balance on the 31st

December 2015 298.616.273 145.476.454 22.684.324 3.702.457 470.479.508

Technical

facilities and

Other facilities,

equipments and

Total Amortizations Fields Buildings equipments furniture

Balance on the 31st - - - - - December 2015

Amortizations in 2016 - 8,738,525 2,757,794 626,594 12,122,913 Outgoings cumulated - (16,856) (35,688) (712) (53,256)

amortization Balance on the 31st - 8,721,669 2,722,106 625,882 12,069.657

December 2016 Net value

Balance on the 31st 298,616,273 127.903,160 22,318,723 3,697,656 452,535,812 December 2015

Balance on the 31st 298,616,273 136,754,785 19,962,218 3,076,575 458,409,851 December 2016

On 31.12.2016 the tangible assts net value increased by 5,874,039 lei comparing to 2015 end, as follows:

- commissionings from tangible assets going on, increasing by 18,274,416 lei

- tangible assets’ outgoings at the outstanding value, decrease of 330,720 lei - tangible assets’ amortization in 2016, decrease of 12,069,657 lei

On 31 December 2016, the company did not reevaluate the tangible assets. The frequency of the reevaluations depends upon the reevaluated tangible assets fair values alterations. For tangible assets which fair values have no

outstanding alterations, reevaluations are not necessary.

The latest recorded reevaluation is on 31.12.2015, according to an Evaluat ion report issued by an authorized

assessor, member of ANEVAR.

The fair value, as determined, revealed by reevaluated value is as followings: Fields 298,616,273 lei

Constructions Group 136,754,785 lei

Technical facilities and cars 19,962,218 lei

Other facilities, equipment and furniture 3,076,575 lei

Tangible assets going on 2,310,795 lei

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

The company has in its patrimony the folloeing fields:

- field in a surface of 951,386.79 sqm registered according to propriety title series MO3 no. 3285/19.11.1196

located in South Storage Farm, in an amount of 50,191,073 lei

- field in a surface of 413,413.16 sqm got in 2003 according to propriety title series MO 3 no.

8448/16.04.20013 located in North Storage Farm, in an amount of 59,200,900 lei

- field got in 2004 according to sale-purchase contract no.181/20.01.2004 concluded with Constanta City

Hall, in a surface of 243,912.70 sqm located in North Storage Farm, in an amount of 33, 438,600 lei

- field in a surface of 254,261.33 sqm, got in 2011, according to propriety title series MO3 no.

11703/02.02.2011, located in North Storage Farm, in an amount of 103,260,400 lei

- field in a surface of 129,334.70 sqm got in 2011 according to propriety title series MO 3 no.

11704/02.02.20011 located in North Storage Farm, in an amount of 52,525,300 lei

Lots of field in a surface of 254,261.33 sq.m. and 129,3334.70 sq.m were recorded in the company’ patrimony on

other reserves from own capitals, without increasing the social capital by the value recorded in the propriety right

certificates.

16. Tangible assets in execution

Assets in execution in an amount of 2,310,795 lei represent uncompleted investments on 31.12.2016, from which:

Investments according

OIL TERMINAL’

program

Investments achieved

according Oil Agreement* Total

Balance on the 31 December 2015 3,780,582 4,272,910 8,053,492 Cancellation of regulations for the tangible assets going on’ depreciation 1,009,070 135,909 1,144,979

Increases during year 9.953,486 3,133,914 13,087,400 Transfers in tangible assets

(11,155,380) (7,119,035) (18,274,415)

Cassations (1,009,070) (135,909) (1,144,979) Regulations for the tangible assets going on’

depreciation (555,682) (555,682)

Balance on 2016 end 2,023,006 287,789 2,310,795

*Assets going on from investments expenses according to Oil Agreement of shoretanks, crude oil and petroleum

produsts, pumping facilities and other facilities and equipments related to them activity’leasing, concluded wth the

National Agency of Mineral Resources Bucharest.

The total investments expenses value in 2016 is 13,087,400 lei, from which the main investments objectives are:

Upgrading shoretank M22 capacity 31,500 sq.m South Storage Farm – 8,202,445 lei

Upgrading of shoretank T38 South Storage Farm – (according to Oil agreement) – 3,003,567 lei

2 gas oil flowmeter system skids upgrading – 815,251 lei

Upgrading of laboratory and social group – 227,507 lei

Remote distiller – 131,997 lei

Remote facility for trucks’ weighing – 129,539 lei

Cooling tower in closed circuit EWK – C 225/3 – 120,351 lei

Upgrading of electric lighting loading/discharging platform located in South Storage Farm – 80,276 lei

Upgrading of shoretank 22P located in Port Storage Farm – 69,000 lei

Electric pump for viscous products – 46,921 lei

Surface removal of pipelines network Port Storage Farm – MIMbridge – 35,000 lei

Triphased welding generator (3 pieces) – 23,100 lei

Electromagnetic flowmeter Optiflux 5300 – 19,999 lei

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Pneumatic alternative saw Fein STS 325 – 14,960 lei

Upgradiong of workshop building – 14,771 lei

COV analyzer Riken Keiki type – 14,670 lei

On 31.12.2016 the company recorded regulations for tangible assets impairment in execution in an amount of

555,682 lei representing ceased investments noticed when going on assets’ inventory.

In 2016, the regulations for the tangible assets going on depreciation in 2015 were cancelled, arising revenues from

regulations for the assets’ depreciation and operation expenses regarding the ceased investments in an amount of

1,144,979 lei, in the same time.

17. Intagible assets

Other intangible

Gross values Licenses/patents Leases assets Total

Balance on the 31st December 2015

- 3,438,172

404,023

3,842,195

Increases from acquisitions 19,579 19,579

Decreases from ouputs (104) (104)

Balance on the 31st December 2016 - 3,438,172 423,498 3,861,670

Other intangible

Amortizations and impairments Licenses/patents Leases assets Total

Balance on the 31st December 2015 - - - -

Amortization in 2016 - - 252,386 252,386

Amortization related to outputs

- - (96)

(96)

Balance on the 31st December 2016 - - 252,290 252,290

Net value

Balance on the 31st December 2015 - 3,438,172 404,023 3,842,195

Balance on the 31st December 2016 - 3,438,172 171,208 3,609,380

Intangible assets, recorded in SC OIL TERMINAL SA Constanta’ accountant record, are informatic/licences

programs, purchased from third parties and leasing of crude oil, petroleum products’ shoretanks, pipelines activity,

pumping facilities and other equipments related to these, concluded with the National Agency fo r Mineral Resources.

Following the leasing contract analysis, approved by GD 886/16.08.2002, leasing recognition terms as intangible

assets are met according to IAS 38- intagible assets and clarifications given by IFRIC 12.

So, the intangible asset was recognized – leasing, in its fair value of 3,034,941 lei, recorded in accountant book on

31.12.2012, according to Evaluation report issued by an authorized assesssor, member of ANEVAR. The leasing use

ful lifetime is undetermined, according to item 88 of IAS 38 – Intangible assets, so this is not amortizable.

Intangible assets are presented in financial reports at the reevaluated value, less the amortizations and regulations for

impairment or value loss, according to IAS 38 - intangible assets and IAS 36- assets impairment. On 31 December 2016, no signs were identified regarding the intangible assets impairment.

On 31.12.2016 the company did not reevaluate intangible assets. After the initial recognition, the company counts an

intangible asset at the reevaluated value representing its fair value on the reevaluation date minus any further

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

cumulated amortization and any further cumulated loss from depreciation. For the reevaluations, the fair value is

evaluated according to an active market. Reevaluations are made so frequent, so that, on the reporting period

completion, the asset’s accountant value does not exceed significantly its fair value.

The latest reevaluation is recorded on 31.12.2015, according to an Evaluation report issued by an authorized

assessor, member of ANEVAR.

The fair value, so determined, recorded by the reevaluated value method is as followings:

- leasing Oil Agreement 3,438,172lei

- informatic/ licences programs 171,208 lei

18. Financial assets

Year ended on the

31st December 2016 Year ended on the 31st

December 2015

Guarantees given to suppliers

867 867

Other immobilized receivables 808,208 808,208

Total financial assets

809,075 809,075

On 31.12.2016 and 31.12.2015, the guarantees given to suppliers are in an amount of 867, from which for the

supplier Telecomunicatii CFR 785 lei and 82 lei for the supplier Compania Nationala CFR Sucursala C.R.E.I.R. CF

Constanta.

The balance on 31.12.2016 regardin g the immobilized receivables in an amount of 808,208 lei, identical to the

balance recorded in the previous year, represents:

letter of bank guarantee no. 140LG0115331002/27.11.2015 in an amount of 804,493 lei issued by Bancpost

SA in the beneficiary Directia Generala de Administrare a Marilor Contribuabili’ account, in force until

25.11.2016, by a collateral account opening, to guarantee the trade according to commitment contract

no.1406/27.11.2015 in order to complete the guarantees constituted for the company’ fiscal warehouse

position.

On 24.11.2016, the letter of bank guarantee no. 140LG0115331002’ availability was extended until

24.11.2017

3 guarantee letters in an amount of 3,715 lei in Companiei Nationale Administratia Porturilor Maritime’

favour.

19. Stocks

Year ended on

the 31st December 2016

Year ended on

the 31st December 2015

Additional materials

301,004

239,720

Fuel oils 66,238 55,921

Package stuff 3,599 17,076

Spare parts 50.618 50,495

Other consumables 78,907 95,528

Inventory objects stuff 418,783 236,169

Residual products 186,889 45,249

Regulations for consumables (50,725) (78,002)

Regulations for inventory objects

-

(2,693)

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Consumables to be supplied 614 -

Total stocks 1,055,927 659,463

Stocks without movement, in balance on 31.12.2016 are 50,725 lei, for which regulations for the materials

impairment were constituted.

In 2016 the company recordedregulations for stocks impairmen as followings:

Year ended on

the 31st December 2016

Year ended on

the 31st December 2015

Regulations balance for stocks impairment on the 1st January 80,695 81,041

Constitutions in year 30,213 22,077

Reversals in year (60,183) (22,423)

Regulations of balance for stocks impairment at the period end 50,725 80,695

20. Clients and assimilated accounts

Year ended on

the 31st December 2016

Year ended on

the 31st December 2015

Clients issued invoices, to collect 16,167,501 13,952,396

Uncertain clients and in litigation 3,126,831 3,187,531

Clients invoices to be issued 314,680 170,093

Regulations for clients’ receivables impairment (3,130,521) (3,191,220)

Total clients 16,478,491 14,118,800

The clients situation – invoices issued to be collected in an amount of 16,167,501 lei in balance on the 31st

December 2016, is classified on period of time, as followings:

Clients’ receivables not exceeding the due payment date 15,851,797 lei

Clients’ receivables with exceeded due term between 1 – 30 days 306,666 lei

Clients’ receivables with exceeded due term between 31 - 60 days

Clients’ receivables with exceeded due time between 61-90 days 74 lei 8,964 lei

The uncertain clients recorded on 31.12.2016 are in a total amount of 3,126,831 lei. For uncertain clients, the company constituted regulations for the clients receivables impa irment for the total amount VAT included.

In 2016, the company recorded regulations fro clients receivables impairment, as followings:

Year ended on

the 31st December 2016

Year ended on

the 31st December 2015

Provision balance for impairment on the 1st January 3,191,220 3,665,363

Constitutions in year 57,004 1,666,773

Reversals in year (117,703) (2,140,916)

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Provision balance fro impairment at the period end 3,130,521 3,191,220

21. Oher receivables and expenses in advance

Year ended on

the 31st December 2016

Year ended on

the 31st December 2015

Different debtors 1,475,163 1,278,216

Suppliers- debtors for services supplies 681 -

Expenses recorded in advance 112,198 178,473

Other receivables 306,584 1,389,216

Total other receivables 1,894,626 2,845,905

Taxes and fees to be recovered

Year ended on

the 31st December 2016

Year ended on

the 31st December 2015

Tax on profit - 164,484

Tax on buildings 1,035 -

Taxes tranport ways - 759

Total 1,035 165,243

22.Cash and cash equivalent

Year ended on

the 31st December 2016

Year ended on

the 31st December 2015

Available in lei in bank current accounts 25,841,318 5,239,646

Available in foreign currency in bank current accounts

Cash advance

Other values 130,765 15,762,134

Available in cash

6,282 -

17,425 11,323

6,106 9,820

Total cash and equivalents 26,001,896 21,022,923

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

The are no restrictions on the monetary availability accounts

23. Social capital

Number of shares Social capital

Statutory social capital 582,430,250 58,243,025

Total capital 582,430,250 58,243,025

The shareholding structure on the 31st December 2016 comparing to 31 December 2015, accordin g to data submitted

by Depozitarul Central is the following:

Shareholder 31.12.2016 Number of shares

Total nominal

value Possession %

Romanian State throughThe Economy Ministry

347,257,973

34,725,797

59.62

Fund Proprietatea SA 36,796,026 3,679,603 6.32

Legal persons 97,031,733 9,703,173 16.66

Physical persons 101,344,521 10,134,452 17.40

Total capital 582,430,253 58,243,025 100

Shareholder 31.12.2015 Number of shares Total nominal

value Possession %

Romanian State throughThe Economy Ministry

347,257,973

34,725,797

59.62

Fund Proprietatea SA 36,796,026 3,679,603 6.32

Legal persons 95,845,212 9,584,521 16.46

Physical persons 102,531,042 10,253,104 17.60

Total capital 582,430,253 58,243,025 100

Romanian State represented by the Ministry of Economy is the main shareholder and owns 59.62% of the social

capital.

The subscribed and paid social capital through the Ministry of Economy is 58,243,025 lei divided in 582,430,253

shares with a nominal value of 0.10 lei/share, on the 31st December 2016, and on the 31st December 2015. Each

share gives to its owner the right of only one vote.

Societatea OIL TERMINAL SA is a company quoted in Bucharest Stock Exchange. The shares were traded at

0.0942 lei/share on the 30th December 2016 and at 0.1055lei/share on 30 December 2015.

The unpaid dividends value on the 31st December 2016 is 241,834 lei, representing the unpaid dividends from the

previous years from which physical persons 234,905 lei and legal persons 6,929 lei.

24. Other elements of own capital

Year ended on

the 31st December 2016

Year ended on

the 31st December 2015

Recognized postponed tax on own capitals (2,714,938) (2,813,375)

Other elements of own capitals 3,034,941 3,034,941

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Total other elements of own capitals 320,003 221,566

On 31.12.2016, the postponed taxation recognized on own capitals record comparing to the previous year an

decrease of 98,437 lei regarding the reserves from reevaluation transferred in the reported result, representing surplus

from the assets’ reevaluation for the leased/out of use assets.

The tax on postponed profit constituted on own capitals in an amount of (2,714,938) lei in balance on 31st December

2016 is constituted from:

- recognized postponed tax on own capitals for the reserves from reevaluation in an amount of (2,785,212)

lei.

- postponed tax for fiscal facilities for 2012 in an amount of 70,274 lei.

- on own capitals in 2014 for the reserves from reevaluation in an amount of (103,883) l ei

On 31.12.2016 and on 31.12.2015 other elements of own capitals remain in balance, the counterparty of intangible

asset recognition – oil agreement leasing, approved by GD 886/2002, in an amount of 3,034,941lei

25. Reserves from reevaluation

Year ended on 31 December

2016

Year ended

on 31 December 2015

Reserves from tangible and

intangible assets

reevaluation

210,424,839

211,016,140

On 31.12.2016 the reserve from reevaluation decreseases comparing to the previous year by 591,3000 lei,

representing the reserve’ diminishing from reevaluation previously constituted by the reserves from reevaluation

transfer in the reported result, representing surplus achieved from reserve from reevaluation, for the leased/out of use

assets.

The total value of 210,424,840 lei of reserves from reevaluation in balance on 31.12.2016 includes:

- reserve from reevaluation related to tangible assets of 209,921,884 lei

- reserve from reevaluation related to intangible assets, representing rights given by Oil agreement for the concession of the operation activity of shoretanks, crude oil and petroleum products pipelines, pumping

facilities and other facilities and equipments related to them, concluded with National Agency for Mineral

Resources, approved by GD 886/16.08.2002 of 403,231 lei.

- reserve from reevaluation related to inatngible assets representing licenses of 99,725 lei

26. Reported result

a. Reported result representing the surplus achieved from reevaluation reserves:

Year ended on

31 December 2016 Year ended on

31 December 2015

Reported result representing surplus achieved from

reevaluation reserves

4,680,864 4,089,562

Total surplus achieved from reevaluation reserves 4,680,864 4.089,562

Reevaluation surplus achieved from reevaluation reserves was constituted by passing to the reported result of the

reevaluation difference related to tangible assets to their derecognition.

In 2016, a surplus was recorded, achieved from reevaluaion reserves in a value o f 591,300 lei, in 2015 in a value of

880,460 lei.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

b. Reported result arisen from IAS adoption for the first time, less IAS 29

Reported result arisen from IAS adoption for the first time,

less IAS 29 Year ended on

31 December 2016

Year ended on

31 December 2015

396,930 396,930

Total reported result arisen from IAS adoption for the

first time, less IAS 29 396,930 396,930

The amount of 396,930 lei representing retreatments from IAS adoption for the first time, less IAS 29, for 2000,

according to Order no.94/2001 for approval of Accountant Regulations together with Directive IV of European

Economic Communities and the Accountant International Standards.

For 2000, the balance sheets issued according to Finences Ministr y no. 403/1999 to approve the Accountant

Regulations together with Directive IV of European Economic Communities and the Accountant International

Standards were re treated, according to Order no.94/2001 for approval of Accountant regulations together with

Directive IV of European Economic Communities and the Accountant International Standards.

c. Reported result arisen from accountant errors correction

On 31 December 2014, ’’ Accountant policies, alterations of accountant estimations and errors’’, tax on postponed

profit in an amount of 25,839,366 lei, related to reevaluation reserves for 2011-2013 on own capitals, by account

’’reported result arisen from accountant errors correction’’ was recorded according to IAS 8, as followings:

- for 2011 the amount of (9,519,349) lei

- for 2012 the amount of (8,242,884) lei - for 2013 the amount of (8,077,133) lei

On 31.12.2016, the balance of the reported result arisen from accountant errors correction is as followings:

Year ended on

31 December 2016 Year ended on

31 December 2015

Reported result arisen from accountant errors correction (25,839,366) (25,839,366)

Total Reported result arisen from accountant errors

correction

(25,839,366) (25,839,366)

27. Legal reserves and other reserves

Year ended on

31 December 2016 Year ended on

31 December 2015

Legal reserves 4,744,817 3,153,540

Other reserves 174,395,611 171,733,191

Total reserves 179,140,428 174,886,731

The legal reserves in an amount of 4,744,817 lei in balance on 31 December 2016 recorded an increase comparing to

the previous year in an amount of 1,591,277 lei, from which:

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

539,045 lei from the net profit of 2015 according to Shareholders General Ordinary Assembly decision

no.3/27.04.2016;

1,052,232 lei from net profit of 2016 according to GD 64/2001 with further alterations and additions, Companies

law 31/1990 and OMFP 2844/2016.

Comparing to the previous year, in account ‘’Other reserves’’ an increase of 2,662,420 lei is recorded, representing:

own financing reserve constituted from profit of 2015, in an amount of 2,283,060 lei, according to AGA’

decision no.3/27.04.2016;

other reserves representing fiscal facilities for 2015 in an amount of 237,780 lei, according to AGA’ decision

no.3/27.04.2016;

other reserves representing fiscal facilities for 2016 in an amount of 141,580 lei, according to GD 64/2001 and

OMFP 2844/2016.

Other reserves in balance on 31 December 2016 are in an amount of 174,395,611 lei, from which:

reserves constituted fro the profit distributed for own financing source constitution according to AGA decisions,

in an amount of 21,552,205 lei;

reserves from fiscal facilities in an amount of 764,542 lei

recognized fields on the reserves fro which the propriety titles were got in 2011 in an amount of 151,789,000 lei, namely:

field in a surface of 254,261.3 sqm, got in 2011, according to propriety tiltle series MO3 no.

11703/02.02.2011, located in North Storage Farm, in an amount of 100,611,000 lei.

field in a surface of 129,334.70 sqm, got in 2011, according to propriety tiltle series MO3 no.

11704/02.02.2011, located in North Storage Farm, in an amount of 51,178,000 lei. Pentru ac este 2

terenuri este in curs procedura de majorare a capitalului social, prevazuta de HG 834/1991.

For these 2 fields the social capital increase is going on, provided by GD 834/1991.

field in a surface of 5,494 sq.m. in an amount of 289,864 lei, representing the field difference arisen from

the cadastral documentation updating made in 2015, for the field of 951,386.79 sq.m.,recorded according to

propriety title MO3 no.3285/19.11.1996, located in South Storage Farm.

28. Debts on long term

a. Loans on long term

Loans on long term

Year ended on 31 December 2016

Year ended on 31 December 2015

Contract no. 40012/2011 Raiffeisen Bank 540,458 2,026,718

Minus current part (540,458) (1,621,375)

Contract no C12002013014745/05.09.2013 OTP Bank (investments credit) 8,606,250 9,881,250

Minus current part (1,275,000) (1,275,000)

Total loans on long term 7,331,250 9,011,593

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Creditor

Currency

Due date

Reimbursement

Interest

Guarantee

31.12.2015

31.12.2016 2.Contract no.

C12002013014745 of 05.09.2013 OTP

ROBOR on 3

Mortgage

and real estate

Bank Romania* lei 01.09.2023 Monthly rates months plus limit guarantee 9,881,250 8,606,250

The reported loans on long term are generated by the following below-mentioned contracts:

Creditor

Currency

Due date

Reimbursement

Interest

Guarantee

31.12.2015

31.12.2016 Mortgage and real estate

1.Contract no guarantee 40012/2011 ROBOR at 1 reala Raiffeisen Bank* lei 25.03.2017 Monthly rates month plus limit imobiliara 2,026,718 540,458

*Additional Act no. 1/2012 of the credit facility contract on term no. 40012/2011

* Additional Act no. 2/2012 of the credit facility contract on term no. 40012/2011

* Additional Act no. 2/2012 of the credit facility contract on term no. 40012/2011

On 29.03.2011 the company signed with Raiffeisen Bank SA a credit facility contract on term, for financing a

shoretank of 10,000 CM building in Port Storage Farm, in an amount of 8,067,135 lei, with reimbursement term until

25.03.2017.

The shoretank building was completed in 2012.

OIL TERMINAL SA constituted in Raiffeisen Bank SA’ favour the following guarantees:

Prime mortgage priority on the building on Oil Terminal’ propriety, located in Constanta, no.2, Caraiman str., in a

surface of 19,900 sqm and buildings C343, C346-C350, C353-C355, C357, C359, C360 in a totall built surface of

9,625 sqm, with cadastral number 116119 registered in Constanta’ Land Registrar with no. 160526.

Pledge on present and future availabilities of Oil Terminal SA’ accounts opened or to be opened at Raiffeisen Bank.

In 2012, it completed the withdrawal from the loan contracted with Raiffeisen Bank, the balance of this loan on

31.12.2015 is 2,026,718 lei.

*Additional Act no. 1/2013/23.09.2013 of the investments credit contract no. C12002013014745

* Additional Act no. 2/2013/14.10.2013 of the investments credit contract no. C12002013014745

On 05.09.2013 the company signed with OTP Bank Romania an investment credit contract, to finance/refinance the

expenses of upgrading shoretank 28 in South Storage Farm, being state public domain, according to Oil Agreement

approved by HG 886/2002, in an amount of 10,200,000 lei with reimbursement term until 01.09.2023 and a grace

period until 30.09.2015. The shoretank upgrading was completed in 2013.

OIL TERMINAL SA constituted in OTP Bank Romania the following guarantees:

a) Security mortgage on the accounts opened by client at bank

b) Mortgage on the building plot, category of use yards-buildings in a surface of 12,916 sqm, located in Constanta

county, no.2, Caraiman str. Noth Storage Farm I, Constanta county parcel 3, identified with cadastral number 214855

registered at Constanta Land Registrar with number 214855, together with its buildings , in a total built surface of 913

sqm as follows:

- C 394 ‘’Ghena’’ identified with cadastral umber 214855-C1

- C 395 – ‘’Administrative building’’ identified with cadastral number 214855-C2

- C 396 ‘’Greenhouses’’ with cadastral number 214855-C3

- C 397 ‘’ Greenhouses’’ with cadastral number 214855-C4 SC OIL TERMINAL SA propriety

c) Mortgage on the building plot, category of use yards-buildings in a surface of 23,141 sqm, located in Constanta, no.2

Caraiman str., Constanta County, parcel 2, identified with cadastral number 211722 registered at Constanta Land

Registrar with number 211722, together with its buildings, with a total built surface of 2,477 sqm, as follows:

- C1 ‘’Shoretank’’ in a built surface of 830 sqm, identified with cadastral number 211722 – C1

- C3‘’Shoretank’’ in a built surface of 748 sqm, identified with cadastral number 211722 – C2

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

- C5 ‘’Shoretank’’ in a built surface of 849 sqm, identified with cadastral number 211722 – C3, in SC OIL

TERMINAL SA’ propriety

d) Mortgage on the building plot, category of use yards-buildings in a surface of 34,153 sqm, located in Constanta,

no.2 Caraiman str., Constanta County, parcel 1/1, identified with cadastral number 238666 registered at Constanta

Land Registrar with number 238666, together with its buildings, with a total built surface of 2,477 sqm, as follows:

- C6 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238666 – C6

- C7 ‘’Shoretank’’ in a built surface of 804 sqm, identified with cadastral number 238666 – C7

- C8 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238666 – C8

- C9 ‘’Shoretank’’ in a built surface of 854 sqm, identified with cadastral number 211722 – C9, in SC OIL

TERMINAL SA’ propriety

e) Mortgage on the building plot, category of use yards-buildings in a surface of 15,801 sqm, located in Constanta, no.2

Caraiman str., Constanta County, parcel 1/2/1, identified with cadastral number 238836 registered at Constanta Land

Registrar with number 238836, together with its buildings, with a total built surface of 2,477 sqm, as follows:

- C2 ‘’Shoretank’’ in a built surface of 856 sqm, identified with cadastral number 238836 – C2

- C4 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238836 – C4, , in SC OIL

TERMINAL SA’ propriety.

In September 2013, the withdrawal from the loan contracted with OTP Bank was completed,the balance of this loan on 31.12.2016 being 8,606,250 lei.

b. Debts regarding tax on postponed profit

In 2016, it recorded a diminishing of the postponed profit tax constituted for the own capitals related to reservers

from reevaluation in an amount of 98,437 lei, so that the postponed ptofit tax constitute don own capitals in balance

on 31.12.2016 is 28,624,578 lei, constituted as follws:

On 31 December 2014, it recorded, according to ’’ Accountant policies, alterations of accountant

estimations and errors’’, tax on postponed profit in an amount of 25,839,366 lei, related to reevaluation

reserves for 2011-2013 on own capitals, by account ’’reported result arisen from accountant errors

correction’’.

For 2014, tax on postponed profit was recorded on own capitals in an amount of 103,882 lei.

For 2015, tax on postponed profit was recorded on own capitals in an amount of 2,779,767 lei

For 2016, tax on postponed profit was recorded on own capitals in an amount of (98,437 lei)

The reconciliation of tax on postponed profit is as followings:

Tax on postponed

Year ended on 31 December 2016

Year ended on 31 December 2015

profit on 1 January 28,723,015 25,943,248

Tax on postponed

profit on 31 December 28,624,578 28,723,015

Variation of

postponed tax (98,437) 2,779,767 From which debt with tax with postponed

recognized on own

capitals (98,437) 2,779,767

29. Debts regarding financial leasing obligations

The company doesn’t record debts of financial leasing on 31.12.2016, or for the previous year.

In 2015, Societatea concluded the following operational; leasing contracts:

1. Contract 33/126/23.04.2015 concluded with BCR Fleet Management having as object operational leasing

for car Skoda Superb Elegance Business – 1 piece

The contract period is 24 months since the car’ delivery

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Contract 33/126/23.04.2015 BCR Fleet Management SRL

19,575

0

Contract 49/154/27.05.2015 Center Tea &Co SRL 243,985 0

Contract 81/203/27.07.2015 Center Tea &Co SRL 442,157 408,885 Contract 357/146/09.12.2015 Center Tea &Co SRL Contract 100/171/16.06.2016 Center Tea &Co SRL

134,598

141,877

194,923 318,120

Total 1,035,238

868,882

30. Loans on short term – presentation of loans on short term

2. Contract 49/154/27.05.2015 concluded with CENTER TEA&CO SRL with object:

- Operational leasing backhoe – 1 piece

- Operational leasing crane – 1 piece

The contract period is 24 months since the cars’ delivery

3. Contract 81/203/27.07.2015 concluded with CENTER TEA&CO SRL with object:

- Operational leasing car Ford Mondeo Trend 2,0 TDCi – 2 pieces

- Operational leasing tipper 18- MTMA-MAN– 1 piece

The contract period is 36 months since the cars’ delivery

4. Contract 357/146/09.12.2015 concluded with CENTER TEA&CO SRL with object:

- Operational leasing car Dacia Logan MCV Laurete 1.5 DCI 90 CP- 1 piece

- Operational leasing car Logan MCV Laurete 1.5 DCI 90 CP- 7 pieces

- Operational leasing van Ford Transit V36 double cabin 350 L3 BASE RWD 2.2 TDCI 125 CP DPF- 1

piece

Contract period is 36 months since the cars’ delivery

In 2016, Societatea concluded the following operationl leasing contract:

5. Contract no.100/171/16.06.2016 concluded with CENTER TEA&CO SRL with object:

- Operational leasing for excavator – 1 piece

- Height work plarform – 1 piece

- Fire fighting truck – 1 piece

Contract period is 36 months since the goods delivery

There is the possibility that, Societatea becomes owner of the goods after having paid for the residual value, when the leasing period completion.

Societatea recognized as expenses in the profit and loss account in 2016, the payments for the operational leasing

contracts, using the linear model for leasing period, in a total amount of 1,121,967 lei.

The minimum future leasing payments are settled up to the price agreed by contract and the rates number remained

to be paid. The situation of the minimum future leasing payments on 31.12.2016 is as follows:

Future payments up

to 1 year

Future payments

up to 2-5 years

On 31 December 2016 and on 31 December 2015, the loans on short term have no balance.

Contracts regarding the loans on short term are:

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Creditor Currency Due date Reimbursement Interest Value

1. Credt contract

(credit line) no.

C12002013014744/05.09.2013

concluded with OTP Bank

lei

05/09/2014 Full reimbursement

on due date

ROBOR on 3

months plus limit

3,000,000

* Additional Act no. 1/23.09.2013 of credit contract no. C12002013014744/05.09.2013

* Additional Act no. 2/14.10.2013 of credit contract no. C12002013014744/05.09.2013

* Additional Act no. 3/04.09.2014 of credit contract no. C12002013014744/05.09.2013

* Additional Act no. 4/03.09.2015 of credit contract no. C12002013014744/05.09.2013

* Additional Act no. 5/02.09.2016. of credit contract no. C12002013014744/05.09.2013

For credit line for financing and/refinancing the current activity in a value of 3,000,000 lei, the contract

C12002013014744/05.09.2013 cu OTP Bank Romania starting 05.09.2013 until 03.09.2014 and the following

guarantees were constituted:

a) Security mortgage on the accounts opened by client at bank

b) Mortgage on the building plot, category of use yards-buildings in a surface of 12,916 sqm, located in Constanta

county, no.2, Caraiman str. Noth Storage Farm I, Constanta county parcel 3, identified with cadastral number 214855

registered at Constanta Land Registrar with number 214855, together with its buildings , in a total built surface of 913

sqm as follows:

C 394 ‘’Ghena’’ identified with cadastral umber 214855-C1

C395 – ‘’Administrative building’’ identified with cadastral number 214855-C2

C 396 ‘’Greenhouses’’ with cadastral number 214855-C3

C397 ‘’ Greenhouses’’ with cadastral number 214855-C4 SC OIL TERMINAL SA propriety

c) Mortgage on the building plot, category of use yards-buildings in a surface of 23,141 sqm, located in Constanta, no.2

Caraiman str., Constanta County, parcel 2, identified with cadastral number 211722 registered at Constanta Land

Registrar with number 211722, together with its buildings, with a total built surface of 2,477 sqm, as follows:

C1 ‘’Shoretank’’ in a built surface of 830 sqm, identified with cadastral number 211722 – C1

C3‘’Shoretank’’ in a built surface of 748 sqm, identified with cadastral number 211722 – C2

C5 ‘’Shoretank’’ in a built surface of 849 sqm, identified with cadastral number 2117 22 – C3, in SC OIL

TERMINAL SA’ propriety

d) Mortgage on the building plot, category of use yards-buildings in a surface of 34,153 sqm, located in Constanta,

no.2 Caraiman str., Constanta County, parcel 1/1, identified with cadastral number 238666 register ed at Constanta

Land Registrar with number 238666, together with its buildings, with a total built surface of 2,477 sqm, as follows:

C6 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238666 – C6

C7 ‘’Shoretank’’ in a built surface of 804 sqm, identified with cadastral number 238666 – C7

C8 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238666 – C8

C9 ‘’Shoretank’’ in a built surface of 854 sqm, identified with cadastral number 211722 – C9, in SC OIL

TERMINAL SA’ propriety

e) Mortgage on the building plot, category of use yards-buildings in a surface of 15,801 sqm, located in Constanta, no.2

Caraiman str., Constanta County, parcel 1/2/1, identified with cadastral number 238836 registered at Constan ta Land

Registrar with number 238836, together with its buildings, with a total built surface of 2,477 sqm, as follows:

C2 ‘’Shoretank’’ in a built surface of 856 sqm, identified with cadastral number 238836 – C2

C4 ‘’Shoretank’’ in a built surface of 855 sqm, identified with cadastral number 238836 – C4, , in SC OIL

TERMINAL SA’ propriety.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Creditor Currency Due date Reimbursement Interest Value

3. Credit contract (

credit line) no.

C12002013014744/05.0

9.2013 concluded with

OTP Bank and

additional act no. 3/04.09.2015,

no.4/03.09.2015 and

no.5/02.09.2015 lei

01/09/2017

Full

reimbursement

at due date

ROBOR on 3

months plus limit

5,000,00

0

On 04.09.2014, the additional act no.3/04.09. 2014 for contract C12002013014744/05.09.2013, concluded with OTP

Bank is signed, by which the credit line for the current activity’ financing and/or refinancing increases by 2,000,000

lei, becoming 5,000,000 lei, with due date 04.09.2015.

On 03.09.2015, the additional act no.4/03.09. 2015 for contract C12002013014744/05.09.2013, concluded with OTP

Bank is signed, by which the credit line for the current activity’ financing a nd/or refinancing the current activity in

an amount of 5,000,000 lei extend until 02.092016.

On 02.09.2016, the additional act no.5/02.09. 2015 for contract C12002013014744/05.09.2013, concluded with OTP

Bank is signed, by which the credit line for the current activity’ financing and/or refinancing the current activity in

an amount of 5,000,000 lei extend until 01.092016.

The guarantees constituted in OTP Bank’ favour remain the same as those initiaqlly constituted no.

C12002013014744/05.09.2013

Creditor Currency Due date Reimbursement Interest Value

4. Credit contract

no.

1403/27.11.2015

(facility in view to

issue a guarantee

letter) concluded with Bancpost SA lei

27/11/2016 Full

reimbursement at

due date

ROBOR on 3

months plus limit

22,193,000

By Credit contract no. 1403/27.11.2015 Bancpost gave Societatea Oil Terminal a facility for a guarantee bank issue

in favour of National Afgency of Fiscal Administration, to get the fiscal warehouse authorization in an amount of

22,193,000 lei, representing the equivalent in lei of the amount 5,000,000 euro, calculate dat BNR’ exchange rate

(available on the contract signing date, namely 1 euro = 4.4386 lei), for which the followings constituted as

guarantees:

a) Mortgage on the field of 20,000 sq,m registered in land registry no.244347 Constaqnta, identified with number

244347 and the buildings on it;

- shoretank R36 identified with cadastral number 244347-C9 (inventory number 11223318), in a surface of

2,859 sq.m.

- shoretank R37 identified with cadastral number 244347-C10 (inventory number 11223319), in a surface of

2,859 sq.m.

b) Mortgage on the receivables arisen from contracts concluded with its main commercial partners

c) cession of receivable rights arisen from insurance policies concluded by the borrowed, having as object the real

estates’ insurance as guarantee

In 2015, Societatea Oil Terminal got the fiscal warehouse authorization. To get this authorization , it was necessary

the constitution of a guarantee in an amount of 22,193,000 lei, representing the equivalent in lei of the amount

5,000,000 euro (calculated on BNR exchange rate available on the contract signing date namely 1 euro= 4.4386 lei)

in the favour of National Agency of Fiscal Administration, according to provisions of art. 206 index 54 of Law

571/2003 regarding the Fiscal code, with further alterations and completions.

On 24.11.2016, the additional act no.1/24.11.2016 of contract 1403, concluded with Bancpost, by which the

guarantee letter’ availability extends until 27.11.2017.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

31. Commercial debts

Year ended on

31 December 2016 Year ended on

31 December 2015

Supplier obligations for goods and services

10,781,108

14,846,789

Contributors obligations 4,242 9,070

Suppliers unarrived invoices 666,896 838,163

Total commercial debts 11,452,246 15,694,022

Suppliers in balance on the year’ end in an amount of 10,781,108 lei are in due term, the company does no record

outstanding suppliers on 31.12.2016.

32. Debts regarding due taxes and fees

Year ended on

31 December 2016 Year ended on

31 December 2015

Current obligations regarding oil royalty 2,031,139 1,521,311

Current obligations at social insurances budget 1,873,646 2,039,096

Current obligations at state budget

Current obligations at local budget 1,822,887 1,467,920

- 84,557

Total taxes and fee 5,727,672 5,112,884

33. Alte current debts

Year ended on

31 December 2016 Year ended on

31 December 2015

Staff obligations 1,808,580 1,521,154

Dividends to be paid 241.834 49,294

Clients creditors 75,900 76,479

Different creditors 139,049 97,378

Received guarantees 11,521 23,379

Total other debts 2,276,884 1,767,684

34. Provisions

The company records provisions for litigations in balance of 11,688,173lei on the 31st December 2016, from which:

a) provisions for litigations in an amount of 8,266,492 lei;

b) provisions for employees’ benefits in an amount of 1,841,055 lei;

c) other provisions for the employees’ participation to profit in an amount of 1,580,626 lei

a) Provisions for litigations

Societatea records provisions for litigations in an amount of 8,266,492 lei, on 31 December 2016.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Year ended on

31 December 2016 Year ended on

31 December 2015

Balance on the year start 9,157,657 4,379,158

Constitutions during the year 44,818 7,712,072

Reversals during the year (935,983) (2,933,573)

Balance on the year end 8,266,492 9,157,657

Provisions for litigations in an amount of 8,266,492 lei are constituted for the following files:

Company Explanation Value (lei)

Byotech Prod General File 1517/118/2012 246,970 Elvimex Trans Group File 2639/212/2013 69,676

Ingapivet File 14833/212/2013 11,515 D.R.A.S.V. Constanta File 25976/212/2011 4,239,695

Financial Guard- General Office File 9378/212/2012

File 26855/212/2016

9,625

OMV Petrom

File 20876/P/2013

File 20875/P/2013

Decision no.415/09.12.2013

15,983 CCH

File 14430/212/2013

1,600 Eco Petroleum File 7556/212/2014 15,595

Oil Terminal Union File 3164/118/2014 7,800 Incaso JobS File 21883/212/2014 720

Iasar Ana and others File 11403/212/2011 90,000 GFR S.A. Dosar 29101/212/2013 92,763

SNTFC- CFR Dosar 2884/245/2011 44,401 AAAS Dosar 22582/299/2013 7,440

Oil Prod File 2380/118/2013 2,200 Wagner Silviu si Miu Vasile File 6098/118/2014 7,145

Silk Road Petroleum File 8944/212/2015 631 Sali Adem File 5855/212/2015 212

Pavaluc Florin File 5856/212/2015 88 Rasid Aise File 5857/212/2015 and execution file

227/2016 417

Garda de Mediu File 13764/212/2015 and file

21185/212/2015 10,080

ION MIHAI File 2503/118/2015 43,145 INTERAGRO File 4034/118/2015 and file

5409/118/2015 380

MGI Ekoprod File 3127/3/2015 200 INTERAGRO SRL File 4010/87/2015 200

SPITVBL File 13223/118/2012 2,008 BROADHURST INVESTMENTS LTD. File 2184/118/2016 11,648

Roll Oil File 7601/212/2016 200 BROADHURST INVESTMENTS LTD. File 2184/118/2016 5,026

GKV Ltd. File 22432/212/2015 68 Roll Oil File 15372/212/2016 212

MFP – Complaints and contestations rsolution

dept. File 4106/118/2016 3,050

Curtea de Conturi File 3752/118/2016 150

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Fondul Proprietatea File 7440/118/2016 100 Roll Oil File 30061/212/2016 200

Garda Nationala de Mediu- Comisariatul General

Serv. Com. Judetean Constanta File 35420/212/2016 12,520

Marfin Leasing IFN Romania SA File 11943/4/2016 1,549 ION MIHAI File 2503/118/2015 43,145

INTERAGRO File 4034/118/2015 and file

5409/118/2015 300

BROADHURST INVESTMENTS LTD. File 5601/118/2015 100 Finances Ministry Fille 5826/2/2012 3,311,038

TERRA GENERAL INDUSTRY File 25584/212/2015 200 BIO FUEL ENERGY File 28213/212/2012 200

TRANDAFIR ALECU File 7458/118/2015 1,036 TURCU DANIELA File 7739/118/2015 685

MFP-ANAF-DGAMC File 28293/212/2015 7,500

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.

Having in view the existent information, the company’ management thinks that the outstanding litigations going on

are the followings:

I. File no. 25976/212/2011 pending Constanta Court with object Contraventional claim against Observation protocol

no.144/16.09.2011, concluded by Constanta Regional Customs Direction of Customs National Authority, by which

we were punished for:

- Customs declarations and accompanying documents containing errors data regarding plus goods

quantity deposit;

- Customs declarations and documents in which the products names proposed by the Customs central

laboratory don’t comply with that indicated by the depositary;

- Unachievement of Customs regime holder’ obligation provided in the Customs warehouse

authorization. For noncomplying with art. 653, letters f,h, art.652 letter m of GD 707/2006, for

approval of Romanian Customs Code, the company was fined by 16,000 lei.

In the file, evidence was administrated with the respondent examination, oral evidence, technical expertise evidence.

By decision no.3605/18.03.2016, the court gave the following solution:’’it admits the contraventional complaint. It

cancels the contraventionsreport no.144/16.09.2011 issued by Customs National Authority, through Constanta

Customs Regional Direction.

Defendant’ appeal: 14.12.2016

Trial term 05.04.2017.

For this file, a provision of 4,239,695 was constituted.

II.File no. 5826/2/2012 pending on Bucharest Court of Appeal with object: appeal against Decision

no.1/200476/28.05.2012 issued by Economic Financial Inspection General Direction of Public Finances Ministry by

which the appeal against Compulsory Disposal no. 853.525/30.03.2012 was rejected.

The first term was settled for 21.11.2012.

In this file, the documentary expertise was administrated, the accountant and the tec hnical technical one were

disposed in oil and gases field.

On term of 20.05.2015, the Court of Appeal gave the folowing solution:’’Admits partly the action. Cancels the

decision no. 1/200476/28.05.2013 issued by the defendant. Obliges the defendant to solv e the compainant’ previous

complaint against the financial control report no.5007/29.03.2012 and of the compulsory disposal

no.853535/30.03.2012, by issuing a motivated decision. It obliges the defendant to pay 9,000 lei court expenses to

the claimant’’ The decision can be appealed in 15 days since communication. Oil Terminal SA submitted appeal in legal term.

The High Court of Cassation and Justice settled the first term for 01.03.2016.

By civil sentence no. 561/01.03.2016, the instance, namely The High Co urt of Cassation and Justice gave the

following solution:

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

- It admits the appeals of the complaint SC Oil Terminal SA an d by the defendant the Public Finances

Ministry against the civil sentence no.1425 of 20 May 2015 of the Court of Appeal Bucharest – section

VIII, legal administrative and fiscal department

- It writes off the sentence

- It submits the sentence to be judged again, by the same instance The decision is irrevokable.

By civil sentence no.2708/23.09.2016, Constanta Court of Appeal gave the following decision:

it partly admits the action

It partly cancels Decision no.1/200476/28.05.2012 of previous complaint resolution. The financial control

report no.5007/29.03.2012 and Compulsory disposal no.853535/30.03.2012 as:

- it removes measure 16

- it removes measure 33

- it partly alters measure 51 as’’the company’ management will analyse the reasons of the sponsorships

expenses exceeding in the budgets of revenues and expense approved for the period 2009 -2010, by the

amount of 35.5 thousand lei and will order recovering measures from the responsible persons’’

- it rejects the action for annulment, as groundless, it takes note of no trial fees were requested’’

The decision is appealed in 15 days since communication. Oil Terminal SA submitted and deposited appeal on

21.10.2016.

On term of 17.02.2017, the decsion was cancelled until 02.03.2017.

For this file, a provision of 3,311,040 lei was constituted.

III.File no.1517/118/2012, creditor: Oil Terminal SA and debtor: SC Byotech Prod General, by which the defendant

is obliged to pay the total amount of 251,185 lei.

By Civil sentence no. 16622/24.10.2012, Constanta Court admits the summons submitted by the claimant OIL

TERMINAL SA, in contradictory with the defendant SC Byotech Prod General SRL. It obliges the defendant to pay

the amount of 164,066 lei, to the claimant, representing the countervalue of VATfor the excise of 863,504 lei and the

amount of 87,119 lei, representing delay penalties. It obliges the defendant to apy to the claimant court expenses in

an amount of 8,255.70 lei.

Request of enforcement was submitted. The bailiff put garnishment to all the debtor’ accounts. Until the present date,

the debt hasn’t been recovered due to funds’ lack.

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

IV. File no.3164/118/2014, pending Constanta Court, in contradictory with Union Oil Terminal, by which the

claimant requests to the defendant the additional hours payment worked in 2013 and uncompensated by free time,

and for those who received the compensation in 2014, to be paid the c/value of the benefits for these worked and not

paid hours and the meal tickets for the additional hours worked in 2013 according to individual labour contract and

the collective one for the company, available until 31.12.2013.

The first term was given for 19.09.2014, the court agreed the inscriptions evidence and the accountant expertise to be

deposited.

On term of 17.02.2017, Court ordered the file’ suspension according to provisions of art.411 paragraph 1 item 1 of

the Civil procedure code, with appeal during suspension.

For this file, a provision of 7,800 lei was constituted.

V. File no.11403/212/2011 pending on Constanta Court, by which the claimants Iasar Ana, Iasar Tair, Iasar Doina,

Iasar Sevinci, Iasar Esan, Iasar Ghiulgean, Iasar Ssbria request the claimants Oil Terminal SA, Oil Prod SRL, Eco

Petroleum SA to pay the materials gamages in an amount of 30,000 lei and moral damages in an amount of 60,000

lei.

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

Oil Prod SRL’ insolvency.

With appeal in the term provided by art. 244 index 1 paragraph 2 Code of civil procedure.

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

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

VI. File no.29101/212/2013 pending on Constanta Court, by which SC GFR SA requests the payment of the amount

92,762.49 lei as damages/interests, representing the equivalent of the amount 17,233.40 euros, the amount paid by

SC GFR SA, owner of railcar 3387, 7850, 7156 to the company ERMEWA SA Switzerland.

Oil Terminal SA called for warranty Groupama Asigurari

In the period 18.11.2014-06.10.2015 there were more trial terms, where specialty expertise objectives were settled,

expertise report was issued, objections to the expertise report were stated and the expert answered to defendant’

objections.

By civil sentence no.1660/16.02.2016, Constanta court decided the followings:

- it partly admits the summons stated and mentioned by the claimant SC GRUP FEROVIAR ROMAN SA in

contradictory with the defendant SC OIL TERMINAL SA

- it obliges the defendant to pay the amount of 4,283.16 lei to the claimant, as court expenses, from which the amount of 2,283.16 lei representing the stamp tax and the amount of 2,000 lei representing barrister fee.

- it partly admits the calling in warranty requested submitted by the defendant SC OIL TERMINAL SA in contradictory with the called in warranty SC GROUPAMA SA

- it obliges the called in warranty to pay the amount of 56,256.66 lei , to the defendant, representing

conutervalue of the compensations paid by the defendant to the claimant.

- it obliges the called in warranty to pay the amount of 2,230 lei, to the defendant, as court expenses made by the defendant for the calling in warranty, namely stamp tax

- it takes note of the fact that, the called in warranty didn’t request ourt expenses

- it rejects the expert request to increase the expertise report fee, as grpundless

SC GRUP FEROVIAR ROMAN SA submitted appeal on 10.05.2016 to be judged by Constanta Court.

Term: 02.03.2017

For this file, a provision of 92,763 lei was constituted

VII. File no.3752/118/2016 pending on Constanta court, in contradictory with Romania Audit Office with object:

contestation against decision no. 35/19.05.2016 by which Oil Terminal SA asks for the cance llation of measures

ordered by the control entity.

The action was submitted on 06.06.2016.

On term of 06.10.2016 a new term was given to communicate the mentions deposited by parties and the intervention

request submitted by the manager Staar Rating SRL.

Solution shortly: ’’ it rejects the main intervention request as inadmissible. With appeal in 5 days since it was given

for the present parties and since communication for the absent parties. Given on 17.11.2016 in public meeting. Term

for the file’ matter 08.12.2016’’

Appeal of Staar Rating SRL on 06.12.2016

Term: 08.12.2016- suspended until Staar Rating SRL’ judgement

Term appeal Staar Rating SRL 09.03.2017.

For this file, a provision of 158,323 lei was constituted

VIII.File no.4106/118/2016 pending on Constanta court, in contradictory with MFP- Complaints and contestation

resolution dept. with object: contestation against decision no.17/P/25.04.2016, by which the previous complaint

submiited by Oil Terminal against Compulsory order no.4/13.01.2016 and the Economic financial inspection report

no.47/13.01.2016 by which Oil Terminal asks for the control entity measures cancellation, was solve dup.

Action deposited on 23.06.2016.

By civil sentence no. 1438/28.10.2016 Constanta court gave the following solution: it rejects the contestation as groundless’’. The decsion is final and can be appealed in 15 days since communication.

Civil sentence has not been comunicated yet.

Appeal will be submitted after the civil sentence’ receiving.

For this file, a provision of 3,050 lei was constituted

IX. File 4010/87/2015, pending Teleorman court, in contradictory with Interagro SRL with object : insolvency. Oil

Terminal SA submitted an recording request to statement of affairs for the amount of 1,557,336.05 lei.

By decision no.317/16.06.2016, court gave the following solution:

- it partly admits the call for abstention and replacement of legal administrator, submitted by ZRP

Insolvency SPRL

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

- It orders the interim legal administrator replacement represented by legal administra tors holding made

of CITR Bucharest branch and ZRP Insolvency SPRL by the interim legal administrator CITR

Bucharest branch SPRL.

- It rejects as groundless the exception of conexing inadmissibility submitted by the creditor Attorney

Ciobanu Crina Ionela.

- It rejects as groundless the exception of conexing request lateness submitted by creditor SC

AUTOCORA SRL

- It admits the conexing request

- It orders to submit the file no.4010/87/2015 and the associated files regarding the debtor SC

INTERAGRO SRL to Bucharest court, section VII CIVIL, the firstly settled court to solve up the file

no. 36095/3/2015 regarding the debtor SC INTERAGRO SA’’

The decision is final and appealed in 7 days since communication.

By decision no.1617/13.10.2016, Bucharest Court of appeal rejected the appeals submitted by SC AUTOCORA SRL

and SC INTERAGRO SA, as groundles

The decision is final and has not been communicated yet.

No term has been settled yet.

For this file, a provision of 1,557,336 lei was constituted

X. File no.2380/118/2013 and File no.2380/118/2017 pending Constanta court. Firstly a request to record to the

statement of affairs with the amount of 242,498.99 lei was submitted.

On term 02.06.2014, it ordered the bankruptcy, information address of 04.06.2014.

Further, on term 19.08.2014- court remaining in pronouncing on the legal administrator’ request for the company’

bankruptcy. On 26.08.2017 the court gave the interim decision no.2201 and it orders the bankruptcy of debtor

according to art.107 paragraph -1 letter a,c,b. As legal liquidator, Global Insolvency was appointed. Sentence was

communicated on 15.09.2014.

Term for the debt recording 10.10.2014. On 07.10.2014 the company recorded to the statement of affairs for the

amount of 1,291,599.10 lei.

Term:17.11.2014-bankruptcy

On 24.11.2014 legal liquidator is confirmed to be Spectrum Insolvency IPURL and his fee is approved.

On 29.01.2015, the liquidator communicated the recording to the statement of affairs with the amount of

1,068,322.18 lei.

The company deposits contestation for recording to the statement of affairs on 04.05.2015.

On 20.05.2015, the court orders: ‚’’it pends on again the file. It settles term for 15.06.2015, when the parties are

cited with a copy of the present decision, the court discussing the administration of evidence with the legal

accountant expertise to settle: 1. the debts value of creditor SC OIL TERMINAL SA arisen after the insolvency

procedure opening and after the debtor’ bankruptcy, arisen from hire contracts concluded with the debtor; 2. the

value of payments effected by debtor SC OIL TERMINAL SA to the creditor further the insolvency procedure

opening and further the debtor’ bankruptcy; 3. value of devt owned by the creditor SC OIL TERMINAL SA, arisen

after the insol;vency procedure opening until the bankruptcy, by deducting the payments effected by the debtor after

the insolvency procedure opening i two alternatives:1. by deducting the payments eefected by debtor, both from the

debts value, arisen before the insolvency procedure opening - recorded in the final table of debtor’ obligations and

from the value of debts arisen after the insolvency procedure opening until the debtor’ bankruptcy; 2. by deducting

the paymemts effected by debtor only from the debts value arisen after the insolvenc y procedure opening until the

debtor’ bankruptcy’’.

By decision no.303/08.02.2016, court partly admits the contestation submitted by the creditor SC OIL TERMINAL

SA in contradictory with the defendant SPECTRUM INSOLVENCY IPURL, legal administrator of debto r SC OIL

PROD SRL. It orders the recording in the final table consolodated of debtor’ debts SC OIL PROD SRL of the debt

in a total value of 1,199,000.71 lei of creditor SC OIL TERMINAL SA.

The civil sentence has not been communicated yet.

For these files, a regulation for the debt depreciation in an amount of 1,304,907 lei was constituted.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

b. Provisions for the employees’ benefits

On 31st December 2016, the company recorded in the provisions for the employees’ benefits the amounts of

1,841,055 lei.

Year ended on

31 Dec. 2016 Year ended on

31 Dec. 2015

Balance on the year’ start 2,098,091 0

Constitutions during the year 235,510 2,098,091

Revearsels during the year (492,546) 0

Balance of the year’ end 1,841,055 2,098,091

This provision was calculated according to Collective Labour Contract no.2029/28.12.2015, available in the per iod

01.01.2016 -31.12.2017, by estimating the average salary, the salaries average number by the payment due for

retirements, of the period in which they are paid and the contributions due by the employer for the gross calculated

amounts.

c. Other provisions

Year ended on

31 Dec. 2016 Year ended on

31 Dec. 2015

Balance on the year’ start 570,765 0

Constitutions during the year 1,580,626 570,765

Revearsels during the year (570,765) 0

Balance of the year’ end 1.580.765 570,765

Societatea recorded a provision for the employees participation to profit in an amount of 1,580,626 lei, on 31st

December 2016, increasing comparing to the previous year by the amount of 1,009,861 lei, according to provisions

of GD 64/2001 regarding the profit in commercial companies with fully or major state capital, with further

alterations and completions, GD 312/06.05.2015 regarding the Budget of revenues and expe nses for 2015 and OMFP

418/2005, regarding some accountant mentions applicable to the economic agents.

Societatea Oil Terminal SA Constanta can give the employees’ participation to profit in limit of 10% from the net

profit, but not more than the monthly average base salary achieved on the economic agent level, in the refered

financial year, as it committed and settled the obligation of participation to profit, by the budget of revenues and

expenses.

Having in view that, the maximum fund level of employees’ participation to profi t, which calculation complied with

the monthly average base salary achieved, is more than the level of 10% from the remained net profit after the

distributed amounts’ deduction, the employees participation to profit fund proposed by AGA is 1,580,626 lei.

35. Subventions

Year ended on

31 December 2016 Year ended on

31 December 2015

Balance on the year start 570,765 0

Constitutions during the year 1,580,626 570,765

Consumed during the year (570,765) 0

Total subventions 1,580,765 570,765

The amount of 62,454 lei remainde in balance on 31.12.2015 represents inventory plus of unimpaired assets.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

36. Information regarding the cash flow

In 2016 the cash flow from the operational activity is of 21,262,038 lei, decreasing comparing to 2015 by

10,718,501 lei.

The cash flow from investments activity includes mainly payments for investments in tangible and int angible assets

in an amount of 13,106,980 lei for 2016 and 12,922,869 lei for 2015. Comparing to the previous year, the net cash flow used in investments activity decreases by 5,470,337 lei.

Cash flows from financing activity is represented by cash outputs representing loans payments in an amount of

599,426 lei for 2016 and 3,640,125 lei for 2015. Payments for dividends in an amount of 2,576,659 lei in 2016 and

254,384 lei for 2015.

Comparing to the previous year, cash flow from financing activities increases by 718,424 lei.

37. Management of risks

The company established and put in practice a risks management process in order to facilitate its objectiv es’ efficient

achievement, to lead to the risks’ reduction, the most possible without affecting Societatea’ activity’ competiti vity

and flexibility.

The company is exposed, by its operations to the following risks:

- capital risk

- credit risk

- currency exchange risk

- liquidity risk

- associated risks regarding the defined objectives’ achievement

- price risk

- interest rate risk

Capital risk Oil Terminal SA continuously manages to ensure the resources optimal valorification acording to risks exposure and

to determine a maximum earning for shareholders.

The structure of the engaged capital is made of own capitals including: social capital, othe own capital elements,

result reported representing surplus achieved from reevaluation reserves, reported result from IAS appli cation for the

first time, less IAS 29, legal reserves, reserves from reevaluation, other reserves and year result, according to

presentation in Report of own capitals and debts alteration including loans on long ter m presented in notes 28 and 29.

Capital risk management is part of the company business management and is reported to the permanent review of the

company’ indebtedness degree. In period 2015-2016 the indebtedness degree as report between debts on short term/own capitals was of 0.048 in 2016 and 0.059 in 2015.

The company management regularly reviews the capital structure and reports of risks, covering captal cost and risks

associated with each captal category included.

Credit risk

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

clients. Annualy, 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, Societatea has the right to retain the transited cargo,

until the amounts due by the clients payment.

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Foreign currency risk

Currency risk occurs when Societatea concludes transactions expressed in another currency than those functional one.

It dependes on decision factors outside the company, namely BNR policy regarding the currency evolution in a

certain period of time.

The company’ exposure to currency risk expressed in lei is as follows:

31 December 2016 Lei value Euro USD GBP

Cash and cash equivalents 130,765 356 29,934 63 External clients 4,948,162 0 1,149,853 0

External suppliers 14.571 3,386 Net exposure in the financial

position 5.093.498 356 1,183,173 63

Oil TERMINAL operates foreign currency for external clients and is exposed to Amercian dollar and euro exchange

rate alteration towards Romanian leu.

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.

Oil Terminal’ policy is to ensure that it always disposes 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:

- monitorin g of cashings in contractual term;

- contractation of a credit line type work capital and its use only in situations when the current cash balance

is not enough for the due payments effectment;

- 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 provides 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 in 2016 the value of 2.14 than 1,52 in

2015.

The immediate liquidity (acid test) represents a ratio between the diminished current assets by stocks and the current

debts, this indicator’ value being 2.09 in 2016 than 1.50 in 2015.

The debts balance on 31 December 2016, from which:

Net value Contractual

value <12 months 1-2 years 2-5 years

Balance of debts on

31.12.2016 from which:

Commercial debts and other

current debts 13,729,130 13,729,130

Debts regarding taxes and

fees 5,727,672 5,727,672

Loans 9,146,708 15,469,467 1,815,458 2,550,000 4,471,250 TOTAL 28,603,510 15,469,467 21,272,260 2,550,000 4,471,250

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Other debts:

Debts regarding tax on

postponed profit 28,624,578

TOTAL 28,624,578

Risks associated regarding the stated objectives achievement On 31.12.2016, Societatea Oil Terminal SA Constanta went on the maintenance and development of internal/managerial control system, by actions directions of Program of internal/managerial control system for 2016,

according to Order no.400/2015 provisions for approval of Code of internal/managerial control in public entities,

with further alterations and additions and provisions of GO no.119/1999 regarding the internal/managerial control

system and the preventive financial control, republished, with further alterations and additions.

For the risks’ efficient management, together with the company’ objectives associated and derived from the

company’ general objectives. Monitoring of the risks’ management process was provided, by the Risks’ registrar and

the Plan of control measures implementation, by the Risks management team together with risks responsible persons

appointed for each department by the company’ management decision.

On 31.12.2016, 98 risks were identified, evaluated, managed associated with the company’ dep artments specific

activities/ processes, as follows:

86 risks of level ‘’tolerable” – percentage 87.76%;

10 risks of level ‘’high tolerance” – percentage 10.20%;

2 risks of level ‘’low tolerance” – percentage 2.04%;

0 risks of level’’intolerable” – percentage 0%.

From the critical analysis of Risks registrar, updated and centralized in the company on 31.12.2016, recorded under

no. 4/16.01.2017, it remarks the fact that, on the currenmt evaluation and reporting stage settled and recorded on

31.12.2016, comparing to the same period recorded on 30.06.2016, according to the risk tolerance level approved by

the company’ management for the risks control associated with the risks’ evolution to be managed has the following

tendency:

increase of risks total risks identified, evaluated and managed by the Risks registrar , namely 98 risks on

31.12.2016 than 95 risks identified, evaluated and managed on 30.06.2016

increase of risks classified as ‘’tolerable’’ by abt. 2.4%

increase of risks classified as ‘’ high tolerance’’ by abt.11.11%

constant maintenance of risks classified as ‘’ low tolerance’’ (2 risks)

there were no risks identified as being classified as ‘’intolerable’’

Evolution and tendency of exposure to the residual risk of 98 risks to be managed by the Ris ks registrar on

31.12.2016, comparing to the evolution of exposure to residual risk recorded on 30.06.2016, is as follows:

93 risks included in the Risks registrar on 31.12.2016 have constant exposure to residual risk comparing tp

the evaluation on 30.06.2016

5 new risks were introduced and are managed in the Risks registrar on 31.12.2016

2 risks were proposed to be eliminated from the Risks registrar on 31.12.2016

For the good risks management, the company’ departments’ chiefs adopted the most appropriate , efficient risk

strategies and intern control measures, according to the risk monitorings and evaluations, meant to lead to

risks’causes elimination, their control or to prevent the risks’ oocurence and re occurrence that could lead to the

final objectives unachievement and to be able to maintain the risks’ level in the risk tolerance level approved by the

company.

Price risk The company’ exposure to the proce risk is monitored by management accounting and the costs calculation activity,

containing the following matters:

- the company way of expenses’ organisation;

- expenses’ classification and behaviour reporting to factors generating them and their particularity;

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

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

- production expenses current analytical record on management periods and of indicators’ calculation

required by the calculation methods used in a period of time;

- production expenses’ level and structure’ compared analysis, for the decisio ns’ optimization in the service

supply’ valoric side management process The costs’ calculation is on the base of the tariffs’ settling and represents the main instrument in the company’ internal reserves’ prospection, identification and mobilzation as:

1. costs calculation provides information on the service supply’ valoric side achieved for the past

expenses and for the present ones;

2. service supply’ costs level is an economic criterion for the company’ activity efficiency;

3. services supplies tariffs correct settling represents an important instrument for the company’

management;

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

5. organising the management accounting on the company’ level and for each service supply, the

possibility to follow the costs in their dynamics occurs

By following periodically the costs’ dynamics per product ton it provides a balance between the average cost per

product ton and the average revenue achieved per the same measure unit, so that the ser vices supplies are efficient

and bring a plus value.

Risk of interest rate

Operational cash flows are afected by interests rate variations, mainly due to loans contracted on long term. The company has significant long term loans, with variable interest, exposing it to a cash flow risk.

In view to manage the interest rate risk, the company dets are permanently monitored for the due dates, by clients

cashing policy providing the resources necessary for debts payment.

Analysis related to interest rate risk alteration

Variable rate loans

Balance on the 31st December

Alteration effect 1% in interest

rate

Loans 2016 2015 2016 2015

9,146,708 11,907,968 97,734 108,236

For 2016, it arises from the internal risk analysis, it is not necessary to cover the risk regarding the interest rate and

financial instruments weren’t used to cover risk from the interest rate.

38. Extrabalance elements

On 2016 end, the company has recorded in accounts and besides the balance the followings:

Crude oil, petroleum, chemical products, Oil Terminal’clients’propriety, pointed out as material values received to be kept and in custody;

Stocks of inventory objects in use in a total value of 6,861,766 lei;

Public goods received in administration, leasing, hired represent public goods according to Oil Agreement

to lease the activity of shoretanks, transport pipelines for crude oil, oil products operation, of pumping

facilities and other facilities and equipments related to them, concluded between National Agency of

Mineral -Resources and Oil Terminal, value 22,575,918 lei.

other values, besides the balance, representing fixed assets approved to be out of use, in a value of 584,074

lei; guarantees and warranties received representing good execution guarantees in a value of 1,678,990 lei

hired assets 182,846 lei

other values besides the balance (social fund) 22,456 lei

other values besides the balance (Vodafone points) 345 lei

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

royalties management locations, hires and other assimilated debts (operational leasing) 1,904,120 lei

contingent assets in an amount of 2,107,575 lei

contingent debts in an amount of 21,590lei

guarantees and warranties given in an amount of 21,262,333 lei.

39.Proposal for yearly result distribution

On 31.12. 2016, Societatea recoreded a gross profit of 21,044,612 lei, namely a net profit in an amount of 17,000,076

lei.

Further the provision for risks and expenses regarding the employees’ participation to profit, on 31.12.2016 in an

amount of 1,580,626 lei recording, the gross profit becoming 19,463,986 lei, the net profit 15,419,450 lei.

The proposition for the net profit distribution 2016 has in view the followings:

- GD 64/2001 regarding the profit distribution in the national companies, national and commercial companies

with full or major state capital and in independent administrations, approved with further alterations and

additions by Law no.769/2001;

- Memorandum approved in the government meeting of 27.01.2017 regarding the state’ representatives

mandate in the Shareholders General Assembly/Board of Directors, in the national companies, national

companies and commercial companies with full or major state capital, and the independant entities, in view to

take the measures for a minimum rate of 90% distribution from the net profit achieved in 2016 as

dividends/payments to state budget

- Address bo.260176/01.02.2017 sent by Ministery of Energy – General Direction of Privatization and State

participations in energy by which it communicated to the company by address no.2601/01.02.2017 to have in

view the ‚’’Memorandum’ provisions approved by Government regarding the profit distribution for 2016’’

- Budget of revenues and expenses for 2016 approved by Shareholders General Ordinary Assembly

no.1/28.03.2016

- Order MFP no.144/2005 regarding the approval of Mentions for the settling of amounts being the object of

profit’ distribution according to GD 64/2001 in the national companies, national companies and commercial

companies with full or major state capital, and the independant entities

- Order MFP no.418/2005 regarding some accountancy mentionings applicable to economic agents

- Companies law no.31/1990

Net profit in an amout of 15,419,450 lei is proposed to be distributed as follows:

a) Legal reserves 1,052,232 lei

(art.183 paragraph.1 Law 31/1990)

According to provisions of Law 31/1990 egarding the commercial companies, re published, with furher alterationd

and additions art 183 – (1) From the company’ profit, at least 5% will be taken each year for the reserve fund, until i t

reaches the minimum fifth part of the social capital.

- accounting profit before tax on profit determination 21,044,612 lei

Legal reserve 5% from the gross profit = 21,044,612 x 5% = 1,052,232 lei

b) other reserves representing fiscal facilities provided by law: 141,580 lei

According to art.22 paragraph 1 of Law 227/2015 regarding Fiscal code with further alterations and additions, the

profit invested, in technological equipments, PC and periferic equipments, cash, control, invoicing apparata,

informatic programs, the right to use them, products and/or bought, including according to financial leasing contracts

and put in use, used for the economic activity, is taxation exempted. The tangible assets for which the taxation

exemption is used are those provided in 2.1, namely in the class 2.2.9 of the Registrar regarding the classification and

work normal periods of fixed assets, approved by government decision.

Profit invested in 2016 149,032 lei

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

Profit taxation exempted, distributed in reserves 149,032 lei X 5% = 7,452 lei

149,032 lei – 7,452 lei= 141,580 lei

c) Coverage of accounting losses from previous years– not applicable

c¹) Own financing sources constitution for projects cofinanced from external loans – not applicable;

d) Other distributions provided by law – not applicable;

e) Participation of employees to profit 1,580,626 lei

(art.1 paragraph.1 letter.e of GD 64/2001)

According to GO 64/2001 regarding the profit distribution in the national companies, national and commercial

companies with full or major state capital and in independent administrations, approved with further alterations and

additions by Law no.769/2001 with further alterations and additions, Societateea Oil Terminal SA Constanta can

give employees’ participation to profit in the limit of 10% from the net profit, but not more the level of a monthly

average salary achieved on the economic agent level in the reference financial year, as it committed and settled by

the budget of revenues and expenses the obligation of the participation to profit.

Having in view the fact that the maximum fund of employees participation to profit, which calculation had in view

the monthly average base salary achieved, is over the level of 10% from the remained net profit after the distributed

amounts deduction, the fund of employees participation to profit is 1,580,626 lei.

The percentage of 10% from the distributed profit remained after the distributed amounts deduction in letters a -d,

according to art.1, paragraph 1 letter e of GD64/2001, approved by Law 769/2001 with further alterations and

additions is 1,580,626 lei.

According to MFP’order 418/06.04.2005 regarding some accountant mentions applicable to economic agents,

employees participation to profit is reflected in accountancy by constituting a provision for risks and expenses at the

gross amounts due to employees. Therefore, our company recorded the amount of 1,580,626 lei in account ‚’’other

provisions for risks and expenses’’

[(17,000,076 lei net profit – [(1,052,232 lei legal reserve + 141,580 other reserves representing fiscal facilities)] x

10% = 1,580,626 lei.

f) Dividends due to shareholders 14,225,638 lei

(art.1. paragraph. 1 letter. f of GD 64/2001

together with Memorandum approved

in Government meeting of 27.01.2017)

Ministery of Energy – General Direction of Privatization and State participations in energy by which communicated

to the company by address no.2601/01.02.2017 to have in view the ‚’’Memorandum’ provisions approved by

Government regarding the profit distribution for 2016’’

In the government meeting of 27.01.2017 regarding the state’ representatives mandate in the Shareholders General

Assembly/Board of Directors, in the national companies, national companies and commercial companies with full or

major state capital, and the independant entities, in view to take the measures for a minimum rate of 90% distribution

from the net profit achieved in 2016 as dividends/payments to state budget

[(17,000,076 lei net profit – (1,0523,232 lei legal reserve + 141,580 other reserves representing fiscal facilities )] x

90% = 14,225,638 lei

g) Own financing source 0 lei

(art.1 paragraph.1 letter.g of GD 64/2001)

The undistributed profit per destinations provided in letters a-f is distributed to other reserves and is own financing

source

[(17,000,076 lei net profit – (1,052,232 lei legal reserve + 141,580 other reserves representing fiscal facilities +

1,580,626 employees participation to profit + 14,225,638 lei dividends)] = 0 lei

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

40. Result per share

On 31.12.2016 and on 31.12.2015, the result per share is:

Year ended on

31 December

2016

Year ended on

31 December

2015 Profit of financial year 15,419,450 5,913,710

Other elements of overall result:

Elements not being reclassified as profit and loss, From which

689,738

12,591,241

591,301

880,460 Earnings from real estates reevaluation - 14,490,547 Surplus from assets reevaluation (98,437) 2,779,766 Debt regarding the postponed tax Overall result

Ordinay shares number on the period start and end (ordinary shares average

number)

16,109,188

582,430,253

18,504,951

582,430,253

Main and dilluted result per share (lei/share) 0.027659 0.031772

Surplus from assets reevaluation for 2015 in an amount of 14,490,547 arises from the recorded difference between

increases from assets reevaluation in an amount of 27,067,085 lei and decreases from assets reevaluation in an

amount of 12,576,538 lei, presented in note 25. In 2016, the company did not effect the assets reevaluation.

41.Contingent debts

On 31 December 2016, Societatea has contingent assets in an amount of 2,107,575 lei, representing:

a) litigations pending in an amount of 78,077 lei

On the financial situations issuing date, Societatea is involved in 92 pending litigations, 40 ones in which it is a

claimant or a claimant part, 52 ones in which it is defendant

For 38 litigations, Societatea constituted provisions described in Note 34.

b) the amounts to be recovered from third parties acc. To Courts of Accounts report no.1450/10.02.2016 in an

amount of 158,323 lei, the employer’contribution included

c) debts to recover from the client Oltchim Ramnicu-Valcea in an amount of 1,871,175 lei acc. to Civil

Sentence 617/30.01.2013 and 892/2015

On 31 December 2016, Societatea has contingent assets in an amount of 21,590 lei representing 3 pending litigations

in which Oil Terminal is a defendant.

42.Further events

I. On 10.03.2017, the Shareholders General Ordinary Assembly is summoned with the following added day a genda:

1. Board of Directors’ report regarding the stage of implementation of EGO 109/2011 and presentation of the

management plan’ management component

2. The Chairman’ empowerment to sign the meeting’ documents

3. The company’ general director’ empowerment to sign the necessary documents regarding the shareholders’

general assembly’ decisions at the Commerce Office by Constanta County and to effect the formalities

regarding these decisions’ publishing.

4. Settling the date 30.03.2017, as register date, according to art. 238, al.1 of Law no.297/2004 and settling of date

29.03.2017 as ex-date, according to art. 238, al.1 of Law no.297/2004, CNVM Regulation no.1/2006 and

CNVM Regulation no.6/2009 together with ASF Decision no.1430/07.10.2014.

5. Ceasing of Shareholders General Ordinary Assembly decision no.7/10.10.2016’ applicability

OIL TERMINAL - Notes of financial situations for the completed year on 31st December 2016

6. Ceasing of Shareholders General Ordinary Assembly decision no.9/21.11.2016’ applicability

7. Recalling of Societatea Oil Terminal SA’ Board of Directors’ members, appointed by Shareholders General

Ordinary Assemblies’ decisions no.2/28.03.2016 and 4/11.08.2016

8. Appointment of interim managers in Societatea Oil Terminal SA’ Board of Directors by the cumulative voting

method

9. Settling of the Board of Directors’ interim managers’ mandate by the Shareho lders General Assembly in terms

provided by EGO 109/2011, approved with alterations and additions by Law no.111/2016 if this one comes

before the 4-month term completion.

10. Settling of the interim managers monthly indemnity, managers appointed by the cumulative voting method.

11. Approval of the management contract form to be concluded with interim managers.

12. Empowerment of a representative of the Energy Ministery in the General Assembly t o sign the managers’

mandate contracts, managers appinted in the meeting of 10.(11).03.2017.

II.On 13.03.2017 the Shareholders General Ordinary Assembly is summoned with the following added day agenda:

1. Approval to issue a bank guarantee letter in an amount of 5.5 million Euros in order to update the

level of guarantee to be constituted for the authorization of storage fiscal warehouse.

2. The Chairman’ empowerment to sign the meeting’ documents

3. The company’ general director’ empowerment to sign the necessary documents regarding the

shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and to effect

the formalities regarding these decisions’ publishing.

4. Settling the date 31.03.2017, as register date, according to art. 238, al.1 o f Law no.297/2004 and

settling of date 30.03.2017 as ex-date, according to art. 238, al.1 of Law no.297/2004, CNVM

Regulation no.1/2006 and CNVM Regulation no.6/2009 together with ASF Decision

no.1430/07.10.2014. III. Petrotel Lukoil Ploiesti, the third great refinery in Romania and one of the most important clients communicated

that,will be in technical review in the period 25 February – 5 April 2017, in order to effect repairs works for the

facilities’ reliability increase, the energetic consumption decrease and environment safety

The notes numbered from 1 to 42 are part of the financial situations on 31.12.2016, wereissued by the company on

09.03.2017 and signed in its name by:

Board of Directors’ Chairman,

Costreie Toma Bogdan

General Director, Economic Director, Chief of Accountant Dept., Ciutureanu Viorel-Sorin Frangu Adriana Popovici Cecilia

Societatea OIL TERMINAL SA Constanţa

Board of Directors’ Statement

Societatea OIL TERMINAL SA Constanţa Board of Directors states that by the present, that has the

responsibility for Financial situations issue on 31.12.2016.

Societatea OIL TERMINAL SA confirms, regarding the Annual Financial situations on 31.12.2016

are the followings:

a. Annual financial situations are issued according to International Standards of Financial

Reporting as they were adopted by European Union;

b. Accountancy policies used to issue the Annual financial situations are according to

applicable accountant regulations;

c. Annual financial situations provide an accurate image of the financial position, financial

performance and of other information regarding the run activity;

d. Societatea runs its activity in continuity terms.

The present decision is according to provisions of art. 30 of Accountancy Law no.82/1991

republished, with further alterations and additions.

Board of Directors; Chairman,

Costreie Toma Bogdan

General Director, Economic Director,

Ciutureanu Viorel-Sorin Frangu Adriana

REPORT OF INTERIM FINANCIAL REVISION REVIEW

To: OIL TERMINAL S.A. Constanta’ Shareholders

Opinion

We revised Societatea OIL TERMINAL S.A.’ financial situations, including: Situation of financial

position, Situation of overall result, Situation of cash flows, Situation of own capitals alteration and

notes of simplified interim financial situations, on 31.12. 2016.

The mentioned financial situations refer to:

Total capitals 441,592,361 lei

Net result of financial year 15,419,450 lei, profit

On our opinion, the annexed financial situations are faithfully presented, under all outstanding matters, the company’ financial position on 31.12.2016, the financial performance and cash flows related to the

year ended on that day, according to Public Finances Ministry Order no.2844/2016 for approval of

Accountant regulations according to International Standards of Financial Reporting

Basis for opinion

Audit was held according to Audit International Standards (ISA)

The auditor’ responsibility, according to these standards are in detail described in the section Auditor’ responsibilities in an audit of the financial situations in the present report.

Auditor is independent from the company, according the Professional Accountants’ Ethic Code, issued

by the Council for International Standards for Accountants, together with ethic requirements for the

financial situations audit.

Auditor thinks that, the audit evidence he got are enough and appropriate to be a basis for the stated

opinion.

Audit key matters

The audit key matters are those ones which, according to auditor professional reasoning, were the

most important for the financial situations’ audit in the referential period. These matters were

approached in the overall financial situations audit and in formation of the opinion on these, without

giving a separate opinion regarding these matters.

1.Activity’ continuity

Societatea runs its activity in a dynamic environment, being exposed to general inherent risk factors.

The company’ management considered appropriate the financial situations preparation according to

principle of the activity continuity, appreciating that the company has enough material and human

resources, to honor its patrimonial obligations in view to achieve assets and to run a profitable activity

in a predictable future.

According to audit evidence, the auditor concluded that, there is no outstanding uncertainty regarding

the events and terms that could generate significant doubts regarding the entity capacity to go on the

activity.

From the financial information comparative analysis, after the discussions held in the company’

management and of auditor’ professional reasoning, we think that, the activity continuity principle is

provided at least 12 months.

1. Litigations and provisions

The company has 99 litigations pending on in different procesual stages, by the plaintiff and by the

defendant.

The probability of some litigations completion in the company’ disfavour was evaluated by the

company, provisions for 38 litigations were constituted.

Provisions for employees’ benefits and for employees’ participation to profit for 2016 were also

constituted.

According to audit evidence, auditor concluded that, the provisions were constituted complying with

provisions of IAS 37 and were correctly evaluated and presented in the financial situations.

2. Social capital increase

Societatea got propriety right certificates for 2 fields on 02.02.2011 according to provisions of GD

834/1991, with further alterations and additions, regarding some fields’ determination and evaluation,

fields being in state capital commercial companies’ patrimony.

Shareholders General Ordinary Assembly decided the social capital increase by State contribution in kind.

Shareholders General Assembly’ decision was not recorded in Commerce Registrar Office until the

present report date, being challenged by 2 minor shareholders who submitted intervention requests.

Auditor noticed that, the social capital increase procedure has not been accomplished yet, the

Shareholders General Assembly’ decision was not put in practice.

We let the management know that the social capital increase procedure is necessary to be completed in

a reasonable term.

4 Inventory and reevaluation

Patrimony’ inventory was organized and effected according provisions of Accountancy law 82/1991

republished, with further alterations and additions, OMFP 2861/2009 regarding the assets and

liabilities patrimony elements’ annual inventory and to Accountancy regulations according to

International standards of financial reporting.

Inventory included the company’ whole patrimony, issuing lists of inventory, per each place and per

each user.

Auditor took part to inventory, being assured of the assets and liabilities patrimony elements’

existence and that there are faithfully presented in the financial situations and that their evaluation was

effected according to the company’ accountancy policies.

Immobilizations are presented on the re evaluated value, less the cumulated amortization. The latest immobilizations’ reevaluation was on 31 December 2015 by an independent assessor.

5.Informational systems

Societatea uses Socrate integrated system, which is managed by a dedicated server. There are 280 PCs

and servers connected to IT network in the company, on which different Microsoft Windows operation

systems are installed.

Societatea has implemented informational safety regulations and policies, recovery plan if disaster

occurs and continuity plan.

6.Intern control and risks

On the company’ level, an intern control system is implemented that includes a main component, namely the permanent control with a proactive character in view to prevent the legal and intern non compliance situation occurrence. Intern control systems include all companies departments and

operations, the departments chiefs being in charge with the operations run in their departments

compliance.

Societatea provided and maintained the organizational, procedural, methodological framework to

implement and develop the risk management system to appropriately, efficiently and economically manage risks for the company’ objectives achievement in the predicted targets.

Societatea owns risks’ registrar, where the risks associated with the specific objectives of departments

are identified, evaluated and managed.

Information other than the financial situations and auditor’ report on it The Board of Directors’ members are in charge to issue and present the report according to Public Finances Ministry’ Order no.2844/2016 for Accountant regulations’ approval according to International Standards of Financial Reporting, to Law 297/2004 regarding the capital market, with

further alterations and additions, to CNVM Regulation no.1/2006 regarding the securities issuers and

operations, with further alterations and additions and for that control considered to be necessary to

allow the report’ issue not to include significant distortions, due to fraud or error.

The Board of Directors’ report contains 55 files and is not a part of the financial situations.

Auditor’ opinion on the financial situations not covering the Board of Directors’ report. Referring to

the information presented in the Board of Directors’ report regarding the presented financial situations,

auditor:

a) did not identify inconstant information, in all significant matters, to the information presented

in the annexed financial situations;

b) noticed that the report includes, in all significant matters, information required by

to Public Finances Minister Order no.2844/2016 for the Accountant regulations approval

according to International Standards of financial reporting and CNVM Regulation no.1/2006

regarding the securities issuers and operations, with further alterations and additions;

c) did not identify information included in the Board of Directors’ report to be significantly

erroneous, according to our knowledge and understanding, got during the audit of financial

year ended on 31.12.2016 regarding Societatea ‘ environment.

Management and responsible persons’ responsibilities with governance for the financial

situations

Management’ management is in charge to faithfully issue and present the financial situations

according to Public Finances Ministry’ Order no.2844/2016 for Accountant regulations approval

according to International Standards of Financial Reporting and for that intern control the management

considers to be necessary to allow the financial situations issue that have no distortions, due to fraud or

error.

In the financial situations’ issue, the management is in charge to appreciate Societatea’ capacity to go

on the activity, presenting, if applicable, the matters regarding the activity’ continuity and using

accountancy for this target, except the cases in which the management intends to liquidate the

company and to cease operations, or it has no realistic alternative besides these.

The staff in charge with the governance is responsible with Societatea’ financial reporting process

survey.

Auditor’ responsibilities in an audit of financial situations Auditor’ objectives are to get a reasonable assurance regarding the fact that the financial situations have no significant distortions, due to fraud or error and to issue a report the auditor opinion included.

The reasonable assurance represents a high degree of assurance, but is not a guarantee that an audit,

run according to ISA will always identify a significant distortion, if there is one.

Distortions can be caused by fraud, error and are considered significant if they are predicted to

influence individually or cumulated, the users; economic decisions, taken according theses financial

situations.

Auditor’ responsibility is to express an opinion regarding the financial situations according to audit

effected according to Audit International Standards adopted by Romanian Auditors Chamber. These

standards provide the conformity with ethical requirements, audit’ planning and run to get a

reasonable assurance o the fact that the financial situations don’t contain significant distortions.

According to ISA, audit mission is achieved on the professional reasoning and professional

skepticism.

An audit involves the procedures to get the evidence regarding the values and information presented in

the financial situations. The selected procedures depend on auditor’ professional reasoning, including

the risks evaluation of the financial situations’ significant distortion, due to fraud or error. In these

risks’ evaluation, auditor takes into account the intern control for the financial situations’ accurate

issue and presentation in view to issue audit procedures to be appropriate to circumstances, but not to

express an opinion on the company’ intern control efficiency.

An audit also includes the accountancy policies evaluation and the accountancy estimations reasonable

character by management and the financial situations general presentation evaluation.

Auditor evaluated the financial situations’ presentation, structure and general content, including the

information contained in the Board of Directors’ report, these accurately reflecting the trades and

events.

Report regarding other legal and regulation disposals

Up to the economic financial, international context, Romanian legislation permanently reforming,

being regulated by many normative acts: laws, government decisions, application rules, ordinances,

orders, instructions, etc.

Societatea is covered by many national regulations, among which we mention as being significant in

the activity run, Government Decision no.886/2002 regarding approval of Oil agreement for

shoretanks, crude oil and petroleum products transport pipelines, pumping facilities and other facilities and equipments related to them, concluded with National Agency for Mineral Resources and

Societatea Oil Terminal SA.

Financial situations and other explanatory notes issued according to Romanian accountancy

regulations and principles are meant to present financial position, operations result and a briefing of

the significant accountancy policies.

Further, these were issued only for the use of persons knowing Romanian accountancy and legal

regulations, those of Ministry of Public Finances Order no.2844/2016 ones included for approval of

Accountant regulations according to International Standards of Financial Reporting.

ROMAR-CO AUDIT SRL

Romania Financial Auditors Chamber’ Authorization under number 186/2001

Financial auditor Dr.ec. Rusu Gheorghe

Recorded in Romania Financial Auditors Chamber under number 886/2001

Constanta, 07.03.2017

Societatea OIL TERMINAL SA ANNEX NO.4.3 of Instructions

No. 14/06.02.2017

REPORT

on the internal/managerial system on 31 December 2016

According to provisions of art. 4 paragraph (3) of GO no.119/1999 regarding the internal/managerial

control and preventive financial control, republished, with further alterations and additions, the

undersigned Ciutureanu Sorin Viorel, as Societatea Oil Terminal SA’ General Director, states that

Societatea Oil Terminal SA has an internal/managerial control system, which conception and application

allow the management and the board of directors to provide a reasonable assurance that the public funds,

managed for the general and specific objectives’ achievement, were used legally, regularly, efficiently

and economically.

This statement settles on a realistic, correct, full and trustful appreciation on the company’

internal/managerial control system, stated on its self evaluation.

Internal/managerial control system contains self control mechanisms, the application of measures

regarding its efficiency increase settles on the risks’ evaluation.

In this case, we mention the followings:

- the monitoring commission is updated;

- the risks management team is updated;

- the risks’ register, managed by the Commission of monitoring, coordination and methodological

guidance, is updated;

- formalized procedures issued and updated are in a percentage of 100% from 30 inventoried

procedural activities total, mentioned in annex no,3 of order, chapter I, row 7;

We mention the fact that, the Operational procedures updating is done according to Program of

internal/managerial control system development of Societatea Oil Terminal SA annually approved.

- Program of internal/managerial control system development contains, distinctly, management,

execution and internal auditors staff’ professional training actions in activities achieved by the

Commission of monitoring, coordination and methodological guidance, this being updated

during the year;

- Inside the company, there is a functional internal audit department, including four employees.

I mention that, the statements contained in this report, are stated by managerial responsibility’

commitment and are according to data, information, observations recorded in the documentation of

internal/managerial control system self evaluation, owned in Societatea Oil Terminal SA and in internal

and external audit reports.

The present report was issued according to Instructions regarding issuing, approval and presentation of

report on the internal/managerial control system, approved by Government’ General secretary order

no.400/2015 for the public entities’ internal/managerial control code.

According to self evaluation results, I appreciate that, on 31 December 2016, Societatea Oil Terminal

SA’ internal/managerial control system complies with the standards contained in Internal/managerial

control system.

From the analysis of reports on the internal/managerial control systems submitted to authorizing

entities……(main/secondary) of credits by authorizing entities……………..(secondary and /or tertiary)

of credits, directly subordinates, it arises that:

- (number) of entities have complying systems; it’s not applicable

- (number) of entities have partly complying systems; it’s not applicable

- (number) of entities have uncomplying systems; it’s not applicable

Societatea Oil Terminal SA’ General Director,

Ciutureanu Sorin Viorel