Casa de Bucovina Club de Munte S A : Auditor Report according to art. 108 of Law 24/2017 - 2021 2nd sem

This report is a translation from its Romanian version. In case of any difference between the Romanian and the English versions, the Romanian version shall prevail

Independent limited assurance report on transactions with the affiliated party carried out by CASA DE BUCOVINA - CLUB DE MUNTE S.A. in partnership with the FIROS S.A., in accordance with the provisions of Law no. 24/2017, Art. 108 and the F.S.A. Regulation no. 5/2018

To the Board of Administrators of CASA DE BUCOVINA - CLUB DE MUNTE S.A.

We have been assigned to perform the limited insurance assignment on the Report issued by Casa de Bucovina - Clubul Munte S.A. (the "Company") on 19.08.2021 and the Quarterly Report on 12.11.2021, regarding the transactions with the affiliated party Firos SA, representing the purchase of 890,000 dematerialized bonds, nominative and freely transferable, with a fixed annual yield ("Reports"), in accordance with the provisions of Art. 108 of the Law no. 24/2017, republished, on issuers of financial instruments and market operations ("Law 24/2017") and of the Regulation of the Financial Supervisory Authority no.5/2018 on issuers of financial instruments and market operations ("FSA Regulation no.5/2018").

Our mission was to prepare an independent limited assurance report to present an independent conclusion, based on the procedures performed, to indicate that the transactions presented by the Company in the Reports or any other information presented in these reports is in accordance with the provisions of Law no.24/2017, Art.108 and of the F.S.A. Regulation no.5/2018, Article 144, letter B, art. 2091.

Responsibility of the Management of the Company

The Management of the Company is responsible for the preparation, publication and transmission to the F.S.A. and to the market operator of the Reports, that should not contain material misstatements, in accordance with Law no. 24/2017, Art 108 and with the F.S.A. Regulation no.5/2018, Art. 144, letter B, as well as for the information presented in the respective Reports.

This responsibility includes: designing, implementing and maintaining an internal control relevant to the preparation and presentation of this information in the Reports, which must not contain material misstatements and must comply with the requirements of Law no.24/2017, Art. 108 and the F.S.A. Regulation no.5/2018, Article 144, letter B, art. 2091.

Auditor's responsibility

Our responsibility is to perform the engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 on assurance engagements other than the audit or review of historical information. This requires us to review the Reports and the related party transactions disclosed in these Reports.

We have carried out our mission in accordance with the International Standard on Assurance Engagements (ISAE) 3000 on assurance engagements other than the audit or review of historical information. This Standard requires that we comply with ethical requirements, including independence, as well as to plan and to perform our procedures so that we can obtain limited assurance that the Reports issued by the Company are in compliance with the provisions of Law no. 24/2017, Art.108 and the F.S.A. Regulation no.5/2018, Article 144, letter B, art. 2091.

The procedures we have performed included both form verifications regarding the Reports and substantive verifications to determine whether the interest rate, in conjunction with the rights and obligations assumed by the parties through the Bond Offer Document conducted between 27.07.2021 - 25.09.2021 (60 days from the date of publication in the Official Gazette no. 3041 / 27.07.2021 of EGSM Decisions from 25.06.2021), is fair by reference to other existing offers on the market.

Our procedures have been applied only to the transactions included in the Report dated 19.08.2021 and the Quarterly Report dated 12.11.2021, that have a realized value higher than 5% of the company's net assets, according to the latest Financial Reports published by the company. We did not perform any procedure to verify

whether the Reports include all the transactions that the Company should have reported in the same period, according to Art. 108, paragraph 3 of Law no.24/2017, republished.

Our engagement is not an audit or a review. Limited assurance obtained following our engagement is more limited than reasonable assurance or absolute assurance, and the procedures performed within our engagement were not audit procedures in accordance with International Standards of Audit, nor are review procedures in accordance with the International Standards on Review Engagements, adopted by the Chamber of Financial Auditors of Romania (CAFR).

Criteria

The criteria used in this engagement were:

• We obtained from the Company's management the Reports issued in accordance with Art. 108 para. (1)-
  (4) of the Law no.24/2017, republished and with Art. 144, let. B, art. 2091 of the F.S.A. Regulation no.5/2018, published on 19.08.2021 and 12.11.2021 respectively, accordance with Art. 108 para. (1) and (12) of the Law no.24/2017;
• We have verified that the information included in these reports is presented in accordance with Art. 108 para. (1)-(4) of the Law no.24/2017, republished and with Art. 144, let. B, art. 2091 of the F.S.A. Regulation no.5/2018;
• We obtained the "Offer Document for the sale through private placement of 890,000 dematerialized, nominative bonds, with a fixed annual yield", prepared by the affiliated party Firos SA ("Offer Document") and we analyzed the items listed in it to verify if they are consistent with the data mentioned in the Reports prepared by the Company;
• We checked the existence of the approval of the Board of Administrators of the Company, in accordance with the Company's internal procedures as well as the provisions of Art. 108 para. (8) of the Law no.24/2017, regarding the transactions reported by the Company in the Reports. The Board of Administrators of the Company approved through the Minutes of the 18.08.2021 meeting, the execution of the transactions, based on "Note of analysis regarding the investment in guaranteed corporate bonds issued by FIROS S.A." from 17.08.2021 and the Offer Document.
• We compared the interest rate of 4% of bond issue with the NBR monetary policy rate (1.25% at the time of closing the transaction), with the interest rates applied by some banking institutions in Romania for deposits with a reference period of 36 months, with the interest rates for the deposits set up or due in the period 01.01.2021 - 19.08.2021 and for consumer credit contracts with an annual interest rate equal with ROBOR 1M/3M/6M (during the period of approval and closure of the transaction) plus a margin of 2-4 (3.50% - 5.73%) and nothing drew our attention to the fact that the interest rate applied is not justified in relation to the other existing offers on the market
• We obtained and verified the documents for payment of the subscribed amounts for the private placements in the bonds issued by the affiliated party Firos SA.: dated 19.08.2021, subscription amount of 1.700.000 lei for 680.000 bonds; dated 27.08.2021, subscription amount 525.000 lei for 210.000 bonds.

Our conclusion was based on, and in connection with, the issues presented in these reports. We believe that the evidence we have obtained is sufficient and appropriate to form the basis of our limited assurance conclusion.

Conclusion

Based on the procedures we have undertaken, we have not noticed anything that would make us believe that the transactions were not presented correctly in the Report on 19.08.2021 and the Quarterly Report on 12.11.2021, in accordance, in all material aspects, with the provisions of Law no.24/2017, Art. 108 and the F.S.A. Regulation no.5/2018, Article 144, letter B, art. 2091, nor that the transactions are not justified from the point of view of the Company and of the non-affiliated shareholders, including the minority shareholders.

Other matters

This independent assurance report is addressed to the Board Administrators of Casa de Bucovina - Club de Munte S.A., who has the obligation to submit it for publication to the market operator and to the Financial Supervisory Authority, in accordance with the provisions of the Law no.24/2017, Art. 8, para (7) and may be used only for this purpose and may not be distributed to other third parties. To the extent permitted by law, we do not accept and do not assume responsibility for this report other than to the Company and its shareholders as a whole. In addition, this report only refers to the items specified above and does not extend to any of the Company's financial statements as a whole.

Badiu Anisoara-Adriana

registered with the Chamber of Financial Auditors of Romania under number 77/2000

For and on behalf of 3B Expert Audit S.R.L.:

registered with the Chamber of Financial Auditors of Romania under number 73/2001

Bucharest, Romania

14 January 2022