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Invalda INVL

Quarterly Report Aug 30, 2024

2247_ir_2024-08-30_eafee25e-cb43-4d2b-bbca-9b62e784534e.pdf

Quarterly Report

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AB INVALDA INVL

Consolidated Semi-Annual Management Report of 2024, Consolidated and Company's Interim Condensed Not-Audited Financial Statements for 6 months ended 30 June 2024

prepared in accordance with International Financial Reporting Standards as adopted by the European Union

CONFIRMATION OF RESPONSIBLE PERSONS

30 August 2024

Following the Information Disclosure Rules of the Bank of Lithuania and the Law on Securities (Article 13) of the Republic of Lithuania, management of Invalda INVL, AB hereby confirms that, to the best our knowledge, the attached Consolidated and Company's Interim Condensed unaudited Financial Statements for 6 months of 2024 are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, give true and fair view of the assets, liabilities, financial position and profit or loss of Invalda INVL and Consolidated Group.

Present Consolidated Semi-Annual Management Report of 2024 includes a fair review of the development and performance of the business and position of the company and the consolidated group in relation to the description of the main risks and contingencies faced thereby.

ENCLOSED:

    1. Consolidated and Company's Interim Condensed Unaudited Financial Statements for 6 months of 2024.
    1. Consolidated Semi-Annual Management Report of 2024.

signed with qualified electronic signature signed with qualified electronic signature

CEO Chief Financier Darius Šulnis Raimondas Rajeckas

AB "Invalda INVL" Registro tvarkytojas VĮ Registrų centras Gynėjų g. 14, LT01109 Vilnius Įmonės kodas 121304349 Tel. (8 5) 279 0601 PVM kodas LT213043414 El. p. [email protected]; www.invaldainvl.com A.s. LT25 4010 0424 0124 2013 E. pristatymo dėžutės adresas 121304349 Luminor bank AB

CONTENTS

CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE 6 MONTHS ENDED 30 JUNE 2024:

GENERAL INFORMATION4
CONDENSED CONSOLIDATED AND COMPANY'S INCOME STATEMENTS 5
CONDENSED CONSOLIDATED AND COMPANY'S STATEMENTS OF COMPREHENSIVE INCOME 6
CONDENSED CONSOLIDATED AND COMPANY'S STATEMENTS OF FINANCIAL POSITION7
CONDENSED CONSOLIDATED AND COMPANY'S STATEMENTS OF CHANGES IN EQUITY9
CONDENSED CONSOLIDATED AND COMPANY'S STATEMENTS OF CASH FLOWS 11
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS 13
1. GENERAL INFORMATION 13
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES14
3. SEGMENT INFORMATION 15
4. DIVIDENDS19
5. INVESTMENT INTO SUBSIDIARIES AND ASSOCIATES, OTHER INVESTMENTS19
6. FINANCIAL ASSETS AND FAIR VALUE HIERARCHY 20
7. INCOME TAX28
8. OTHER INCOME AND EXPENSES 28
8.1.
Net changes in fair value on financial instruments28
8.2.
Finance expenses 28
8.3.
Other expenses28
9. EARNINGS PER SHARE 29
10. ACQUISITION OF OWN SHARES, SHARE CAPITAL AND SHARE BASED PAYMENTS 31
11. RELATED PARTY TRANSACTIONS33
12. ISSUE OF THE BONDS OF THE COMPANY35
CONSOLIDATED SEMI-ANNUAL MANAGEMENT REPORT OF 2024 36

GENERAL INFORMATION

Board of Directors

Mr. Alvydas Banys (chairman of the Board) Ms. Indrė Mišeikytė Mr. Tomas Bubinas

Management

Mr. Darius Šulnis (CEO) Mr. Raimondas Rajeckas (Chief Financial Officer)

Principal place of business and company code

Gynėjų Str. 14, Vilnius, Lithuania

Company code 121304349

Banks

AB Šiaulių Bankas AB SEB Bankas "Swedbank" AS Luminor Bank AS Lithuania Branch "Swedbank", AB Coop Pank AS

The financial statements were approved and signed by the Management on 30 August 2024.

The document is signed with a qualified electronic signature

The document is signed with a qualified electronic signature Mr. Darius Šulnis Mr. Raimondas Rajeckas CEO Chief Financial Officer

Condensed consolidated and Company's income statements

Group Company
Notes I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Revenue from contracts with customers
Dividend income
3 6,030
25,967
7,791
1,759
78
25,870
74
1,654
Other income 160 32 - 19
Net changes in fair value of financial instruments
at fair value through profit or loss
6, 8.1 (12,904) (2,043) (13,122) (1,740)
Employee benefits expenses (4,715) (5,722) (396) (394)
Funds distribution fees - (48) - -
Amortisation of costs to obtain contracts with
customers
- - - -
Information technology maintenance expenses (214) (624) (3) (3)
Depreciation and amortisation (439) (388) (14) (13)
Premises rent and utilities (79) (97) (4) (4)
Advertising and other promotion expenses (64) (142) - -
Impairment of financial and contract assets - - - -
Other expenses 8.3 (1,895) (2,287) (260) (138)
Operating profit (loss) 11,847 (1,769) 12,149 (545)
Finance costs
Share of net (loss) profit of consolidated
8.2 (213) (144) (779) (107)
subsidiaries accounted for using the equity
method
- - 157 (1,261)
Profit (loss) before income tax 11,634 (1,913) 11,527 (1,913)
Income tax expenses 7 78 507 185 507
PROFIT (LOSS) FOR THE PERIOD 11,712 (1,406) 11,712 (1,406)
Attributable to:
Equity holders of the parent 11,712 (1,406) 11,712 (1,406)
Non-controlling interests - - - -
Basic earnings (deficit) per share (in EUR) 9 0.98 (0.12) 0.98 (0.12)
Diluted earnings (deficit) per share (in EUR) 9 0.95 (0.12) 0.95 (0.12)

Condensed consolidated and Company's statements of comprehensive income

Group Company
I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Profit (loss) for the period 11,712 (1,406) 11,712 (1,406)
Net other comprehensive income (loss) that may
be subsequently reclassified to profit or loss
subsequent periods
Net other comprehensive income (loss) not to be
reclassified to profit or loss
-
-
-
-
-
-
-
-
Other comprehensive income (loss) for the
period, net of tax
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD, NET OF TAX
-
11,712
-
(1,406)
-
11,712
-
(1,406)
Attributable to:
Equity holders of the parent
Non-controlling interests
11,712
-
(1,406)
-
11,712
-
(1,406)
-

Condensed consolidated and Company's statements of financial position

Group Company
Notes As at 30 June
2024
As at 31
December 2023
As at 30 June
2024
As at 31
December 2023
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets and costs to obtain
1,313 1,567 48 61
contracts 131 233 - -
Investments into subsidiaries 5; 6 25,539 43,120 63,441 107,195
Investments into associates 6 22,177 23,313 22,177 23,313
Financial assets at fair value through profit
loss
6 148,855 139,740 118,056 106,938
Other non-current receivables 17 - - -
Deferred tax asset 159 114 - -
Total non-current assets 198,191 208,087 203,722 237,507
Current assets
Trade, other receivables and contract
assets
5,330 5,038 3,042 2,711
Prepaid income tax 424 360 297 297
Prepayments and deferred charges
Financial assets at fair value through profit
188 147 49 29
loss 6 1,175 1,122 - -
Cash and cash equivalents 3,124 3,710 558 1,305
Total current assets 10,241 10,377 3,946 4,342
TOTAL ASSETS 208,432 218,464 207,668 241,849

(cont'd on the next page)

Condensed consolidated and Company's statements of financial position (cont'd)

Group Company
As at 30 June
2024
As at 31
December 2023
As at 30 June
2024
As at 31
December 2023
EQUITY AND LIABILITIES
Equity
Equity attributable to equity holders of
the parent
Share capital 10 3,567 3,548 3,567 3,548
Own shares 10 (929) (929) (929) (929)
Share premium 5,630 5,630 5,630 5,630
Reserves 10 14,754 14,708 14,199 14,231
Retained earnings 166,052 155,073 166,607 155,550
Equity attributable to equity holders of
the parent
189,074 178,030 189,074 178,030
Non-controlling interests - - - -
Total equity 189,074 178,030 189,074 178,030
Liabilities
Non-current liabilities
Lease liabilities 502 773 23 38
Issued bonds 12 10,000 - 10,000 -
Deferred tax liability 2,708 2,809 2,708 2,893
Other non-current liabilities 95 233 - -
Total non-current liabilities 13,305 3,815 12,731 2,931
Current liabilities
Borrowings 31 4,900 31 4,900
Lease liabilities 558 539 29 29
Trade payables 192 592 20 72
Income tax payable 12 3,340 - -
Advances received 3 21 - -
Other current liabilities 5,257 27,227 5,783 55,887
Total current liabilities 6,053 36,619 5,863 60,888
Total liabilities 19,358 40,434 18,594 63,819
Total equity and liabilities 208,432 218,464 207,668 241,849

(the end)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2024

(all amounts are in EUR thousand unless otherwise stated)

Condensed consolidated and Company's statements of changes in equity

Reserve for
Total equity
3,548 (929) 5,630 3,891 10,817 155,073 178,030 - 178,030
- - - - - 11,712 11,712 - 11,712
- - - - - 11,712 11,712 - 11,712
- - - 516 - - 516 - 516
- - - (40) - 40 - - -
19 - - (3) - - 16 - 16
- - - (427) - 427 - - -
- - - - - (1,200) - (1,200)
-
- (668)
3,567 (929) 5,630 3,937 10,817 166,052 189,074 - 189,074
Reserve for
Total equity
3,494 (929) 5,033 3,397 10,817 108,978 130,790 137 130,927
- - - - - (1,406) - (1,406)
(1,406)
699
- - - (141) - 141 - - -
-
- - - - - (291) (137) (428)
- - - 558 - (150) 408 (137) 271
3,494 (929) 5,033 3,955 107,422 129,792 129,792
Notes
10
Total transactions with owners of the Company,
Notes
10
Total transactions with owners of the Company,
Share
capital
-
19
Share
capital
-
-
-
Own
shares
-
-
Own
shares
-
-
-
Share
premium
-
-
Share
premium
-
-
-
Legal and
other reserves
-
46
Legal and
other reserves
-
699
-
Reserves
own shares
-
-
Reserves
own shares
-
-
-
10,817
acquisition of
-
(733)
acquisition of
(1,406)
-
-
Retained earnings Subtotal
-
Retained earnings Subtotal
699
-
Non-controlling
interests
(1,200)
-
(668)
Non-controlling
interests
(1,406)
(1,406)
-
-
-
(291)
-

Condensed consolidated and Company's statements of changes in equity (cont'd)

Reserves
Company Notes Share
capital
Own
shares
Share
premium
Legal and
other
reserves
Reserve for
acquisition
of own
shares
Retained
earnings
Total
Balance as at 31 December 2023 3,548 (929) 5,630 3,414 10,817 155,550 178,030
Profit for the six months of 2024 - - - - - 11,712 11,712
Increase of share capital (share
options exercised)
Transfer from share-based
10 19 - - (3) - - 16
payments reserve to retained - - - (545) - 545 -
earnings (share options exercised)
Share-based payments
10 - - - 516 - - 516
Dividends approved - - - - - (1,200) (1,200)
Equity method - acquisition of non
controlling interests
- - - - - - -
Total transactions with owners of
the Company, recognised
directly in equity
19 - - (32) - (655) (668)
Balance as at 30 June 2024 3,567 (929) 5,630 3,382 10,817 166,607 189,074
Reserves
Company Notes Share
capital
Own
shares
Share
premium
Legal and
other
reserves
Reserve for
acquisition
of own
shares
Retained
earnings
Total
Balance as at 31 December 2022 3,494 (929) 5,033 2,923 10,817 109,452 130,790
Profit for the six months of 2023
Increase of share capital (share
options exercised)
10 -
-
-
-
-
-
- -
-
(1,406)
-
(1,406)
-
Share-based payments 10 - - - 699 - - 699
Dividends approved - - - - - - -
Equity method - acquisition of non
controlling interests
- - - - - (291) (291)
Total transactions with owners of
the Company, recognised
directly in equity
- - - 699 - (291) 408
Balance as at 30 June 2023 3,494 (929) 5,033 3,622 10,817 107,755 129,792

Condensed consolidated and Company's statements of cash flows

Group Company
Notes I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Cash flows from (to) operating activities
Net profit (loss) for the period 11,712 (1,406) 11,712 (1,406)
Adjustments to reconcile result after tax to net cash flows:
Depreciation and amortisation including amortisation of costs to
obtain contracts with customers
(Gain) loss on disposal, write-off and impairment of property,
plant and equipment
439
-
388
-
14
-
13
-
Realized and unrealized loss (gain) on investments 8.1 12,904 2,043 13,122 1,740
Share of net (loss) profit of consolidated subsidiaries accounted
for using the equity method - - (157) 1,261
Interest income (34) (28) - (19)
Interest expenses 213 144 779 107
Current year income tax 7 69 22 - -
Prior year current income tax correction 7 (1)
Deferred taxes 7 (146) (529) (185) (507)
Impairment of assets - 9 - -
Share-based payments 10 238 258 172 190
Dividend income (25,967) (1,759) (25,870) (1,654)
(573) (858) (413) (275)
Changes in working capital:
(Increase) decrease in inventories - - - -
Decrease (increase) in trade, other receivables and contract
assets
Decrease (increase) in other current assets
(59) 415 (39) (22)
(Decrease) increase in trade payables (41) (88) (20) (22)
Increase (decrease) in contract and other liabilities (400) 53 (52) 15
(3,118) (226) (4,718) 6
Cash flows (to) from operating activities (4,191) (704) (5,242) (298)
Income tax paid (3,443) (13) - -
Net cash flows (to) from operating activities (7,634) (717) (5,242) (298)

(cont'd on the next page)

Condensed consolidated and Company's statements of cash flows(cont'd)

Group Company
Notes I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Cash flows from (to) investing activities
Acquisition of non-current assets (intangible and property, plant and
equipment)
(63) (22) - -
Proceeds from sale of non-current assets (intangible and property, plant
and equipment)
- - - -
Costs to obtain contracts with customers - (208) - -
Acquisition and establishment of subsidiaries, net of cash acquired 5 - - - -
Proceeds from sales of unconsolidated subsidiaries and decrease of
share capital of subsidiaries
5 - - - -
Acquisition of associates 5 - - - -
Proceeds from sales of associates 5 - - - -
Deconsolidation of subsidiary net of cash deconsolidated - - - -
Acquisition of financial assets at fair value through profit or loss (except
held-for-trading)
(8,823) (1,611) (8,481) (1,323)
Sale of financial assets at fair value through profit or loss (except held
for-trading)
5,471 - - -
Dividends received 5,823 825 8,156 736
Loans granted (17) - - -
Repayment of granted loans 75 - - -
Interest received 48 12 - 12
Net cash flows (to) investing activities 2,514 (1,004) (325) (575)
Cash flows from (to) financing activities
Cash flows related to Group owners
Issue of shares 10 16 29 16 29
Acquisition of non-controlling interests - (264) - -
Dividends paid to equity holders of the parent (133) (6) (133) (6)
Dividends paid to non-controlling interests - - - -
(117) (241) (117) 23
Cash flows related to other sources of financing
Proceeds from borrowings 6,750 900 6,750 900
Repayment of borrowings (11,650) - (11,650) -
Issue of bonds 12 10,000 - 10,000 -
Payments of lease liabilities (271) (215) (14) (12)
Interest paid (178) (135) (149) (107)
4,651 550 4,937 781
Net cash flows (to) from financing activities 4,534 309 4,820 804
Impact of currency exchange on cash and cash equivalents - - - -
Net (decrease) increase in cash and cash equivalents (586) (1,412) (747) (69)
Cash and cash equivalents at the beginning of the period 3,710 3,918 1.305 372
Cash and cash equivalents at the end of the period 3,124 2,506 558 303
(the end)

Notes to the interim condensed financial statements

1. General information

AB Invalda INVL (hereinafter the Company) is a joint stock company registered in the Republic of Lithuania on 20 March 1992. The address of the office is as follows:

Gynėjų g. 14, Vilnius, Lithuania.

The Group consists of the Company and its directly and indirectly owned consolidated subsidiaries (hereinafter the Group, Note 1 of annual financial statements for year ended 31 December 2023).

The Company is incorporated and domiciled in Lithuania. AB Invalda INVL is one of the investment management group's and investing companies' whose primary objective is to steadily increase the investors equity value, solely for capital appreciation or investment income (in the form of dividends and interest). The Company's main investments are in asset management, agriculture, real estate, bank activities. Investment management segment provides investment-related services to investors and third parties. The entities of the investment management segment manage pension funds, alternative investments (private equity, real assets and private debt), individual portfolios and provide financial brokerage services. Alternative and private equity funds and closed-ended investment companies, bond and equity investment funds are referred as collective investment undertakings.

In respect of each unconsolidated business the Company may also participate in the following investment-related activities, either directly or through a consolidated subsidiary, if these activities are undertaken to maximize the investment return (capital appreciation or investment income) from its investees and do not represent a separate substantial business activity or a separate substantial source of income to the investment entity. The Company does not earn any management fees from unconsolidated subsidiaries.

The Company's shares are traded on the Baltic Secondary List of Nasdaq Vilnius.

As at 30 June 2024 and 31 December 2023 the shareholders of the Company were:

30 June 2024 31 December 2023
Number of
shares held
Percentage
(%)
Number of
shares held
Percentage
(%)
UAB Lucrum Investicija (sole shareholder Mr. Darius
Šulnis) 3,181,702 25.87 3,181,702 26.01
UAB LJB Investments (controlling shareholder Mr.
Alvydas Banys) 3,098,196 25.19 3,098,196 25.32
Mrs. Irena Ona Mišeikienė 3,048,161 24.78 3,048,161 24.90
Mr. Alvydas Banys 910,875 7.41 910,875 7.45
Ms. Indrė Mišeikytė 236,867 1.93 236,867 1.94
The Company (own shares) 229,541 1.87 229,541 1.88
Other minor shareholders 1,594,033 12.95 1,528,963 12.50
Total 12,299,375 100.00 12,234,305 100.00

The shareholders of the Company – Mr. Alvydas Banys, UAB LJB Investments, Mrs. Irena Ona Mišeikienė, Ms. Indrė Mišeikytė, Mr. Darius Šulnis and UAB Lucrum Investicija – have signed the agreement on the implementation of a long-term corporate governance policy. For the purpose of developing and implementing the long-term corporate governance policy the above mentioned shareholders agreed to act in the interests of the Company. In order to implement this, the shareholders agreed in advance coordinate their opinion on the issues considered at the general meeting of shareholders of the Company. The agreement shall not be interpreted to mean an undertaking of the shareholders to vote unanimously on decisions taken at the general meetings of shareholders of the Company. The sole purpose of the agreement is for shareholders to make known their position and find out the position of the other shareholders in advance regarding the agenda items of the general meetings of shareholders of the Company related to the implementation of the long-term corporate governance strategy of the Company and for the aim of achieving the aims mentioned above to coordinate potential decisions in advance.

2. Basis of preparation and accounting policies

Basis of preparation

The interim condensed financial statements for the six months ended 30 June 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The interim condensed financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2023.

Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the Group's and the Company's annual financial statements for the year ended 31 December 2023, except adoption of new Standards and Interpretations as of 1 January 2024, noted below.

A number of new or amended standards became applicable for the current reporting period:

  • − Amendments to IAS 1: Classification of liabilities as current or non-current (effective for annual periods beginning on or after 1 January 2024);
  • − Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (effective for annual periods beginning on or after 1 January 2024);
  • − Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements (effective for annual periods beginning on or after 1 January 2024).

The amendments to existing standards are not relevant to the Group and the Company.

3. Segment information

The Management Board monitors the operating results of the business units of the Group separately for the purpose of making decisions about resource allocations and performance assessment. Investment results are evaluated based on changes in fair value of investments, including dividends and interest income received by the Group, regardless of whether the Company or subsidiary invested. Investment management segment's performance is evaluated based on profit (loss) before income tax, after eliminating changes in the fair value of investments of subsidiaries of that segment, dividends and interest income received from these investments. Finance costs are allocated between segments on basis of separate legal entities, attributable to segments. Income tax, consolidation adjustments and eliminations are not allocated on a segment basis. Segment assets are measured in a manner consistent with that of the financial statements. All assets are allocated between segments, because segments are identified on a basis of separate legal entities and the Group's investments are attributed to the investment activity segment, regardless of who invested in them. The granted loans by the Company are allocated to segment's, to which entities they are granted, assets. The impairment losses of these loans are allocated to a segment to which the loan was granted initially.

For management purposes, the Group is organised into following operating segments based on their products and services:

Investment management

The investment management segment includes pension, investment funds (in 2023), alternative investments (private equity, real assets and private debt) and portfolio management, financial brokerage and land administration services.

Investment activity

The investment activity segment includes the Group investment activities to the unconsolidated subsidiaries, associates and financial assets at fair value, administrative activities of the Companies. Each investment activities are not considered as separate business segment. The main investment activities of the Company, which is presented to the management separately is disclosed below:

Agriculture

Agricultural activities include the primary crop and livestock (milk) production, feed production and grain processing, agricultural services and poultry farming.

Life insurance (in 2023)

The life insurance activities include life insurance services. They were transferred on 30 November 2023 as part of the merger of the retail businesses with group of AB Šiaulių Bankas.

Real estate

The real estate activities are investing in investment properties held for future development and in commercial real estate and its rent.

Bank activities

Bank activities represent indirectly investment into MAIB, bank operating in Moldova and investments into AB Šiaulių bankas, bank operating in Lithuania, held by the Company. Because both investments amounts are material and operate in different markets, they are analysed separately.

All other activities

All other activities comprise other investments held by the Company.

3 Segment information (cont'd)

Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in column 'Inter-segment transactions and consolidation adjustments'.

The following table presents revenues and profit (loss) information regarding the Group's business segments for the six months ended 30 June 2024:

Inter-segment
transactions and
consolidation
Investment management Investment activity adjustments Total
Period ended 30 June 2024
Revenue
Sales to external customers 5,955 75 - 6,030
Inter-segment sales - 3 (3) -
Total revenue 5,955 78 (3) 6,030
Results
Net changes in fair value of
financial instruments - (12,904) - (12,904)
Interest income 34 - - 34
Dividend income - 25,967 - 25,967
Other income 126 - - 126
Employee benefits expense (4,318) (397) - (4,715)
Depreciation and amortization (425) (14) - (439)
Impairment - - - -
Interest expenses (33) (180) - (213)
Other expenses (1,987) (268) 3 (2,252)
Profit (loss) before income
tax (648) 12,282 - 11,634

3 Segment information (cont'd)

The following table presents revenues and profit (loss) information regarding the Group's business segments for the six months ended 30 June 2023:

Inter-segment
transactions and
consolidation
Investment management Investment activity adjustments Total
Period ended 30 June 2023
Revenue
Sales to external customers 7,720 71 - 7,791
Inter-segment sales - 3 (3) -
Total revenue 7,720 74 (3) 7,791
Results
Net changes in fair value of
financial instruments - (2,043) - (2,043)
Interest income 9 19 - 28
Dividend income - 1,759 - 1,759
Other income 4 - - 4
Employee benefits expense (5,328) (394) - (5,722)
Depreciation and amortization (375) (13) - (388)
Impairment (9) - - (9)
Interest expenses (36) (107) - (143)
Other expenses (3,047) (146) 3 (3,190)
Profit (loss) before income
tax
(1,062) (851) - (1,913)

The following table represents segment assets of the Group operating segments as at 30 June 2024 and 31 December 2023:

Investment Inter-segment transactions and
Segment assets management Investment activity consolidation adjustments Total
At 30 June 2024 9,140 201,731 (2,439) 208,432
At 31 December 2023 38,912 211,556 (32,004) 218,464

The following table represents segment liabilities of the Group operating segments as at 30 June 2023 and 31 December 2022:

Investment Inter-segment transactions and
Segment liabilities management Investment activity consolidation adjustments Total
At 30 June 2024 3,202 18,595 (2,439) 19,358
At 31 December 2023 8,242 64,196 (32,004) 40,434

3 Segment information (cont'd)

The following tables present measurement of investment activities results on the basis of changes in fair value, including dividend and interest income:

Agriculture Real estate Bank sector
(MAIB)
Bank sector
(AB Šiaulių
bankas)
Other
investments
Total
Period ended 30 June 2024
Net changes in fair value on
financial assets
(1,098) (38) (577) (30) (11,161) (12,904)
Dividend income - - 2,870 5,839 17,258 25,967
Interest income
Total income from
investments
-
(1,098)
-
(38)
-
2,293
-
5,809
-
6,097
-
13,063
Investments fair value as at
30 June 2024
18,248 3,929 21,662 91,029 62,863 197,731

The following tables present measurement of investment activities results on the basis of changes in fair value, including dividend and interest income:

Agriculture Real estate Bank sector
(MAIB)
Bank sector
(AB Šiaulių
bankas)
Life
insurance
Other
investments
Total
Period ended 30 June 2023
Net changes in fair value on
financial assets
(4,580) (76) 3,801 (3,819) 2,606 25 (2,043)
Dividend income - - 728 969 - 62 1,759
Interest income
Total income from
investments
-
(4,580)
-
(76)
-
4,529
-
(2,850)
-
2,606
19
106
19
(265)
Investments fair value as at
30 June 2023
17,352 3,967 20,631 37,660 2,207 44,232 126,049

4. Dividends

A dividend in respect of the year ended 31 December 2023 of EUR 0.10 per share, amounting to a total dividend of EUR 1,200 thousand, was approved at the annual general meeting on 30 April 2023.

Dividends in respect of the year ended 31 December 2022 were not declared.

5. Investment into subsidiaries and associates, other investments

1 st Half Year of 2024

In 1st Half Year of 2024 the Group and the Company have additionally invested EUR 8,823 thousand and EUR 8,481 thousand into financial assets at fair value through profit or loss, respectively. The main investments are disclosed below.

The Group and the Company have additionally invested EUR 1,414 thousand to a closed-end private equity fund INVL Baltic Sea Growth Fund (hereinafter – BSGF). The outstanding capital commitment to BSGF is EUR 3,891 thousand.

On 22 December 2021 the Company signed a Share Purchase-Sale Agreement with the European Bank for Reconstruction and Development (EBRD). The parties agreed that the Company will directly and/or indirectly acquire from EBRD 35,240,296 shares of AB Šiaulių bankas by 31 May 2024 at the latest. It was agreed that the shares would not be acquired all at once, but in instalments, in separate tranches. The parties have agreed that the initial price for AB Šiaulių bankas shares is EUR 0.633 per share and it will be recalculated during every payment considering dividends paid or other changes in capital by AB Šiaulių bankas, as well as 5% annual interest calculated from the date of signing the agreement. On 31 May 2024 the Company completed third (last) tranche by acquiring 11,733,728 shares for the total amount of EUR 7,025 thousand.

In 1st Half Year of 2024 the Group has received EUR 5,471 thousand from transfer of financial assets at fair value through profit or loss. The Group has received EUR 4,089 thousand from redemption of participating unit of INVL Sustainable Timberland and Farmland Fund II and EUR 1,366 thousand from sale of 0.29% shares of AB Šiaulių bankas by subsidiary.

1 st Half Year of 2023

In 1st Half Year of 2023 the Group and the Company have additionally invested EUR 1,611 thousand and EUR 1,323 thousand into financial assets at fair value through profit or loss, respectively. The numbers include investments to a BSGF (EUR 1,283 thousand).

On 31 May 2023 the unconsolidated subsidiary INVL Life UADB completed second tranche of deal with EBRD by acquiring 11,733,728 shares of AB Šiaulių bankas for the total amount of EUR 7,234 thousand.

On 29 December 2022 the Group has signed an agreement to acquire the remaining shares (48.99%) in UAB Mundus, an asset management company managing a private debt fund Mundus Bridge Finance. The transaction was closed on 10 February 2023. The consideration depends on current and future value of net assets of managed fund and on equity value of the entity and was estimated at EUR 428 thousand. The consideration was paid until third quarter of 2024. In 1 st Half Year of 2023 EUR 264 thousand was paid. In 1 st Half Year of 2024 EUR 45 thousand was paid. Impact to equity attributable to the equity holders of the parent was loss of EUR 291 thousand.

6. Financial assets and fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly;

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

Unconsolidated subsidiaries and associates are measured at fair value through profit or loss.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange and those prices represent actual and regularly occurring market transactions on arm's length basis. The quoted market price used for financial assets held by the Group and Company is the measurement date exchange closing price.

The level 2 instruments are investments to collective investment undertakings and entities, where fair value is measured as fair value of net assets value, which is based only on observable inputs. Therefore, collective investment undertakings and these entities have invested only to securities which are measured as Level 1 instruments, and have only cash, current liabilities, which carrying amount approximate to fair value.

The valuation of Level 3 instruments is performed by the Company's employees, analysts, every quarter. The value is estimated as at the last day of quarter. The management of the Company review the valuations prepared by analysts.

On 30 June 2024 and on 31 December 2023 the Group has determined net assets value as difference between assets and liabilities, measured using combination of income and market approach, for valuation of investments into UAB Litagra (agriculture activity). Discounted cash flows technique was used for income approach. Value of land was determined by using market approach. The cash flows were adjusted by rent costs of owned land. The final value of investments was determined by combining value of subgroups, land owned by group of UAB Litagra and other item of assets and liabilities of holding entity to determine net assets value. In 2023 substantially all land was valued by external asset valuators.

Agricultural activities include the primary crop and livestock (milk) production, feed production and grain processing and poultry farming. UAB Litagra is holding company which directly and indirectly owned shares of multiple entities which for valuation are divided into two subgroups. It was prepared separate cash flows for each subgroup and used different discount rate. One subgroup comprises the primary crop and livestock (milk) production. Second subgroup comprises feed production and grain processing and poultry farming.

Investments to unconsolidated subsidiary INVL Life UADB measured at fair value as the sum of fair value of investments to life insurance activities (Level 3, only at 30 June 2023, as at 30 November 2023 insurance activities are transferred to the group of AB Šiaulių Bankas and remaining part of entity represents mainly receivables and payables to the Group, income tax payables and cash, therefore comprise Level 2 measurement), of investments to bank, real estate and information technology sector (Level 1), of investments to UAB Litagra (Level 3), of investments to investment entity UAB Cedus Invest (Level 2) and of investments to BSGF (Level 3).

Investments into UAB MD Partners are measured as fair value of net assets value of entity, where main indirectly owned assets – investment into MAIB bank – are measured using price to earnings (P/E) and P/BV multiplier technique of comparable banks from the Central and Eastern Europe (11 peers are selected at 30 June 2024, 12 peers are selected at 31 December 2023) and applying discount. Discount reflects lack of marketability and country and MAIB risk. Structure of investments into MAIB is described in Note 1 of annual financial statements for year ended 31 December 2023. The Company indirectly has 7.9% shares of MAIB. There were also some cash and liabilities at the level of intermediate entities UAB MD Partners and HEIM Partners Limited.

Dormant entities are measured according to its equity, because they have only cash and current liabilities.

The Group and the Company have also invested into collective investment undertakings, which main assets are Level 3 financial instruments. These investments are valued at net assets value of collective investment undertakings, which are measured at fair value and communicated to investor by the management entity of collective investment undertakings. Investments of collective investment undertakings are measured EBITDA and Revenue multiplier technique or by using discounted cash flows technique.

6 Financial assets and fair value hierarchy (cont'd)

The following table represents inputs and fair value valuation techniques of unconsolidated subsidiaries, associates and other investments used by the Company and the Group as at 30 June 2024:

Profile of activities Fair value Valuation technique Inputs Values of inputs
Fair value of net assets EBITDA margin 7%-12% and 16-
20%
Agriculture (UAB Litagra) 18,248 determined by using
combination of
Discount rate 10.1% and
10.45%
(Level 3) discounted cash flows
and sales comparison
Terminal growth rate 1%
method Average value of 1 ha of land,
EUR
7,027
P/BV 1.24
P/E 6.14
Comparable companies Net profit, EUR million 66.6
21,662 in the market Equity, EUR million 393.3
Investment entity (UAB MD
partners, investment into MAIB
(banking activities))* (Level 3)
Discount for lack of
marketability and country and
MAIB risk
38%
Investment entity (UAB Cedus
Invest) (Level 2)
34 Fair value of net assets - -
Dormant SPEs (Level 2) 15 Fair value of net assets - -
48,787 Fair value of net assets Discount rate 11.43%-15.26%
determined by using Terminal growth rate 2%
discounted cash flows EBITDA margin 4.9-25.2%
EBITDA multiplier 7.62 and 9.07 and
10.21
BSGF (Level 3) Income multiplier 0.95 and 1.78 and
1.44
Comparable companies
in the market
Discount for lack of
marketability
8.59%
Premium applied 7.95-9.17%

6 Financial assets and fair value hierarchy (cont'd)

The following table represents inputs and fair value valuation techniques of unconsolidated subsidiaries, associates and other investments used by the Company and the Group as at 31 December 2023

Profile of activities
Fair value
Valuation technique Inputs Values of inputs
Agriculture (UAB Litagra) 19,346 Fair value of net assets EBITDA margin 7%-12% and 16-
20%
determined by using
combination of
Discount rate 10.1% and
10.45%
(Level 3) discounted cash flows
and sales comparison
Terminal growth rate 1%
method Average value of 1 ha of land,
EUR
7,027
P/BV 1.36
22,239 P/E 6.03
Comparable companies Net profit, EUR million 63.6
in the market Equity, EUR million 401.0
Investment entity (UAB MD
partners, investment into MAIB
(banking activities))* (Level 3)
Discount for lack of
marketability and country and
MAIB risk
38%
Investment entity (UAB Cedus
Invest) (Level 2)
25 Fair value of net assets - -
Dormant SPEs (Level 2) 17 Fair value of net assets - -
BSGF (Level 3) 42,263 Fair value of net assets Discount rate 11.1%-15.26%
determined by using Terminal growth rate 2%
discounted cash flows EBITDA margin 7.2-25.2%

6 Financial assets and fair value hierarchy (cont'd)

The table below presents the effect of changing one or more those assumptions behind the valuation techniques adopted based on reasonable possible alternative assumptions:

The table below presents the effect of changing one or more those assumptions behind the valuation techniques adopted based on reasonable possible alternative assumptions:

Profile of activities Unobservable Reasonable Change in Valuation +/-
inputs possible shift
+/- (absolute
value/bps/%)
As at 30 June 2024 As at 31 December 2023
Agriculture (UAB
Litagra)
(Level 3)
Change in average
value of 1 ha of land
1% 137/(137) 137/(137)
Discount rate 100 bps (2,098)/2,586 (2,098)/2,586
Terminal growth rate 50 bps 830/(746) 830/(746)
Investment entity P/BV 0.1 862/(862) 860/(860)
(UAB MD partners, P/E 0.5 734/(734) 693/(693)
investment into MAIB
(banking activities))
(Level 3)
Net profit, EUR
thousand
Discount for lack of
marketability and
5% 542/(542) 512/(512)
country risk 100 bps (318)/318 (324)/324
BSGF (Level 3) Discount rate 200 bps (2,237)/3,105 (8,868)/12,906
Terminal growth rate 100 bps 1,510/(1,218) 6,323/(5,304)
EBITDA margin 100 bps 1,229/(1,099) 5,977/(6,020)
EBITDA multiplier 2 6,520/(6,520) -
Income multiplier 0.4 9,209/(9,209) -
Discount for lack of
marketability
500 bps (875)/875 -
Premium applied 500 bps 1,991/(1,991) -

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2024

(all amounts are in EUR thousand unless otherwise stated)

6 Financial assets and fair value hierarchy (cont'd)

The following table presents the Group's assets and liabilities that are measured at fair value at 30 June 2024:

Level 1 Level 2 Level 3 Total balance
Assets
Unconsolidated subsidiaries
- Bank sector - - 21,662 21,662
- Other activities - 3,862 - 3,862
Associates
- Agriculture - - 18,248 18,248
- Real estate 3,929 - - 3,929
Financial assets at fair value through
profit or loss
- Information technology 5,451 - - 5,451
- Bank sector 91,030 - - 91,030
- Other ordinary shares - 2 444 446
- Collective investment undertaking - funds - 1,290 51,813 53,103
- Other activities (loans granted) - - - -
Total Assets 100,410 5,154 92,167 197,731
Liabilities

The following table presents the Company's assets and liabilities that are measured at fair value at 30 June 2024:

Level 1 Level 2 Level 3 Total balance
Assets
Unconsolidated subsidiaries
- Bank sector - - 21,662 21,662
- Information technology 4,872* - - 4,872
- Other activities - 3,862 20,990* 24,852
Associates
- Agriculture - - 18,248 18,248
- Real estate
Financial assets at fair value
through profit or loss
3,929 - - 3,929
- Bank sector 89,652 - - 89,652
- Other ordinary shares
- Collective investment undertakings -
- 2 444 446
funds - - 27,958 27,958
- Other activities (loans granted) - - - -
Total Assets 98,453 3,864 89,302 191,619

Liabilities

*All these amounts are presented within caption 'Investments into subsidiaries' in the statements of the financial position of the Company. They represent separate part of the investments held by unconsolidated subsidiary INVL Life UAB.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2024

(all amounts are in EUR thousand unless otherwise stated)

6 Financial assets and fair value hierarchy (cont'd)

The following table presents the Group's assets and liabilities that are measured at fair value at 31 December 2023:

Level 1 Level 2 Level 3 Total balance
Assets
Unconsolidated subsidiaries
- Bank sector - - 22,239 22,239
- Other activities - 20,866 - 20,866
Associates
- Agriculture - - 19,346 19,346
- Real estate
Financial assets at fair value
through profit or loss
3,967 - - 3,967
- Information technology 3,984 - - 3,984
- Bank sector 84,777 624 - 85,401
- Other ordinary shares
- Collective investment undertakings –
- 2 445 447
funds - 1,232 49,798 51,030
- Other activities (loans granted) - - - -
Total Assets 92,728 22,724 91,828 207,280
Liabilities - - 85 85

The following table presents the Company's assets and liabilities that are measured at fair value at 31 December 2023:

Level 1 Level 2 Level 3 Total balance
Assets
Unconsolidated subsidiaries
- Bank sector - - 22,239 22,239
- Information technology 3,560* - - 3,560
- Other activities - 20,866 19,345* 40,211
Associates
- Agriculture - - 19,346 19,346
- Real estate
Financial assets at fair value
through profit or loss
3,967 - - 3,967
- Bank sector 82,040 624 - 82,664
- Other ordinary shares
- Collective investment undertakings –
- 2 445 447
funds - - 23,827 23,827
- Other activities (loans granted) - - -
Total Assets 89,567 21,492 85,202 196,261

Liabilities - - - -

*All these amounts are presented within caption 'Investments into subsidiaries' in the statements of the financial position of the Company. They represent separate part of the investments held by unconsolidated subsidiary INVL Life UAB.

During the 1st Half Year of 2024 and 2023, there were no transfers between Level 1 and Level 2 fair value measurements.

6 Financial assets and fair value hierarchy (cont'd)

Financial instruments in Level 3

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.

The following table presents the changes in Level 3 instruments of the Group for the period ended 30 June 2024:

Agriculture Bank sector
(MAIB)
Other
activities
Collective
investment
undertakings
Total
Balance at 31 December 2023 19,346 22,239 445 49,798 91,828
Gains and losses recognised in
profit or loss (within 'Net changes
in fair value of financial assets at
fair value through profit or loss')
Loans granted
(1,098) (577) (1) 4,320 2,644
- - - - -
Interest charged - - - - -
Loans repaid and interest paid - - - - -
Acquisition - - - 1,798 1,798
Disposal - - - (4,103) (4,103)
Balance at 30 June 2024 18,248 21,662 444 51,813 92,167
Change in unrealised gains or
losses for the period included in
profit or loss for assets held at
the end of the reporting period
(1,098) (577) (1) 4,320 2,644

The following table presents the changes in Level 3 instruments of the Company for the period ended 30 June 2024:

Agriculture Bank sector
(MAIB)
Other
activities
Collective
investment
undertakings
Total
Balance at 31 December 2023 19,346 22,239 445 43,172 85,202
Gains and losses recognised in
profit or loss (within 'Net changes
in fair value of financial assets at
fair value through profit or loss') (1,098) (577) (1) 4,320 2,644
Loans granted - - - - -
Interest charged - - - - -
Loans repaid and interest paid - - - - -
Acquisition - - - 1,456 1,456
Disposal - - - - -
Balance at 30 June 2024 18,248 21,662 444 48,948 89,302
Change in unrealised gains or
losses for the period included in
profit or loss for assets held at the
end of the reporting period
(1,098) (577) (1) 4,320 2,644

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2024

(all amounts are in EUR thousand unless otherwise stated)

6 Financial assets and fair value hierarchy (cont'd)

Financial instruments in Level 3 (cont'd)

The following table presents the changes in Level 3 instruments of the Group for the period ended 30 June 2023:

Agriculture Bank sector
(MAIB)
Other
activities
Life
insurance
Collective
investment
undertakings
Total
Balance at 31 December 2022 21,932 16,830 829 6,809 34,432 80,832
Gains and losses recognised in
profit or loss (within 'Net changes
in fair value of financial assets at
fair value through profit or loss') (4,580) 3,801 365 2,606 (948) 1,244
Loans granted - - - - - -
Interest charged - - 19 - - 19
Loans repaid and interest paid - - (12) - - (12)
Acquisition - - - - 1,612 1,612
Investment to AB Šiaulių bankas* - - - (7,234) - (7,234)
Share-based payments - - - 26 - 26
Disposal - - - - - -
Balance at 30 June 2023 17,352 20,631 1,201 2,207 35,096 76,487
Change in unrealised gains or
losses for the period included in
profit or loss for assets held at
the end of the reporting period (4,580) 3,801 365 2,606 (948) 1,244

The following table presents the changes in Level 3 instruments of the Company for the period ended 30 June 2023:

Agriculture Bank sector
(MAIB)
Other
activities
Life
insurance
Collective
investment
undertakings
Total
Balance at 31 December 2022 21,932 16,830 829 6,809 29,168 75,568
Gains and losses recognised in
profit or loss (within 'Net changes
in fair value of financial assets at
fair value through profit or loss')
(4,580) 3,801 365 2,606 (870) 1,322
Loans granted - - - - - -
Interest charged - - 19 - - 19
Loans repaid and interest paid - - (12) - - (12)
Acquisition - - - - 1,323 1,323
Investment to AB Šiaulių bankas* - - - (7,234) - (7,234)
Share-based payments - - - 26 - 26
Disposal - - - - - -
Balance at 30 June 2023
Change in unrealised gains or
17,352 20,631 1,201 2,207 29,621 71,012
losses for the period included in

profit or loss for assets held at the

end of the reporting period (4,580) 3,801 365 2,606 (870) 1,322 *Shares of AB Šiaulių bankas, which are shown in the Group's statements within Level 1 instruments of banking activities, were acquired from the funds attributed to the life insurance business.

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2024

(all amounts are in EUR thousand unless otherwise stated)

7. Income tax

Group Company
I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Components of income tax expense
Current year income tax (69) (22) - -
Prior year current income tax correction 1 - - -
Deferred income tax income (expense) 146 529 185 507
Income tax income (expenses) charged to the income statement
- total
78 507 185 507

8. Other income and expenses

8.1. Net changes in fair value on financial instruments

Group Company
I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Net gain (loss) from changes in fair value of unconsolidated
subsidiaries and associates
(18,716) 2,669 (15,759) 1,445
Net gain (loss) from financial assets at fair value through profit
and loss (except-\ held for trading)
5,812 (4,712) 2,637 (3,185)
Net gain (loss) from financial assets held for trading - - - -
Net gain (loss) from financial liabilities at fair value through profit - - - -
or loss
Net gain (loss) from financial instruments at fair value through
profit and loss , total
(12,904) (2,043) (13,122) (1,740)

8.2. Finance expenses

Group Company
I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Interest expenses (213) (143) (181) (107)
Other finance expenses - (1) (598) -
(213) (144) (779) (107)

8.3. Other expenses

Group Company
I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Vehicles maintenance costs (92) (121) - -
Repairs and maintenance cost of premises (43) (65) - -
Taxes (293) (397) (18) (25)
Professional services (264) (375) (3) (51)
Fees for securities (309) (459) (190) (16)
Other expenses (894) (870) (49) (46)
(1,895) (2,287) (260) (138)

9. Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of shares for the six months ended 30 June 2024 and 2023 were as follows:

Calculation of weighted average for the six months
ended 30 June 2024
Number of shares
(thousand)
Par value Issued/182
(days)
Weighted average
(thousand)
Shares issued as at 31 December 2023 12,005 0.29 182/182 12,005
Increase of share capital as at 21 June 2024 65 0.29 9/182 3
Shares issued as at 30 June 2024 12,070 - - 12,008
Calculation of weighted average for the six months
ended 30 June 2023
Number of shares
(thousand)
Par value Issued/181
(days)
Weighted average
(thousand)
Shares issued as at 31 December 2022 11,818 0.29 181/181 11,818

The following table reflects the income and share data used in the basic earnings per share computations:

Group Company
I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Net profit (loss), attributable to equity holders of the parent (EUR
thousand)
11,712 (1,406) 11,712 (1,406)
Weighted average number of ordinary shares (thousand) 12,008 11,818 12,008 11,818
Basic earnings (deficit) per share (EUR) 0.98 (0.12) 0.98 (0.12)

In the first half of the year 2023 potential ordinary shares are not considered to be dilutive, therefore the weighted average of issued and potential ordinary shares is equal to the weighted average of issued ordinary shares – 11,818 thousand.

The weighted average number of potential ordinary shares for the six months ended 30 June 2024

Number of
shares
(thousand)
Issued/182
(days)
Weighted average
(thousand)
Weighted average number of ordinary shares for basic earnings per share
Potential dilutive shares from share-based payment (granted on 10 May
- - 12,008
2021)
Potential dilutive shares from share-based payment (granted on 31 May
64 173/182 61
2022)
Potential dilutive shares from share-based payment (granted on 12 June
38 182/182 38
2023) 154 182/182 154
Potential dilutive shares from share-based payment (granted on 30 April
2024)
8 61/182 3
Potential dilutive shares from share-based payment (granted on 28 May
2024)
23 33/182 4
Weighted average number of ordinary shares for diluted earnings per share - - 12,268

9 Earnings per share (cont'd)

The following table reflects the income data used in the diluted earnings per share computations in reporting period:

Group Company
I Half Year
2024
I Half Year
2023
I Half Year
2024
I Half Year
2023
Net profit (loss), attributable to the equity holders of the parent (EUR
thousand)
11,712 (1,406) 11,712 (1,406)
Weighted average number of ordinary and potential shares
(thousand)
12,268 11,818 12,268 11,818
Diluted earnings (deficit) per share (EUR) 0.95 (0.12) 0.95 (0.12)

AB INVALDA INVL, company code 121304349, Gynėjų str. 14, Vilnius, Lithuania INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2024

(all amounts are in EUR thousand unless otherwise stated)

10. Acquisition of own shares, share capital and share based payments

1 st Half Year of 2024

On 21 June 2024 the Register of Legal Entities has registered an increased authorised capital of the Company. Since that date the total number of issued shares is 12,299,375 with a par value of EUR 0.29 per share. Authorised share capital of the Company is amounted to EUR 3,566,818.75. It was issued 65,070 ordinary registered shares with an issue price of EUR 0.29. The shares were issued in order to realise the stock options granted in 2021 to the employees of the Group. EUR 0.25 per share was paid in cash and EUR 0.04 per share was settled from reserve for the grant of shares. The share capital was increased of EUR 19 thousand and reserve to grant the shares was reduced of EUR 3 thousand.

1 st Half Year of 2023

In the first half of 2023, the process of increasing the authorized capital was started, which was completed in July 2023. In the first half of the year EUR 29 thousand were received for subscribed shares by exercising of employees share options.

Share based payments reserve

The share-based payment transactions reserve is used to recognise the value of equity-settled share-based payment transactions provided to employee of the Group.

The Company every year offered to employees of the Group the share options transaction. With some key employees of the consolidated subsidiaries is signed formal agreement, which determined principle of bonus remuneration to them. In these agreements the employee have choice to receive fixed cash or share options. In two consolidated subsidiaries exist bonus plans, where employees could choose share options as alternative to fixed cash after issuing audited financial statements. The choice of employee is irrevocable. In all above mentioned cases, the quantity of share option is calculated as division fixed cash amount to share option value. Latter is calculated as difference between audited consolidated equity per share at year-end or share price at year-end, which is higher, and option exercise price. The main conditions of share options transactions were:

  • The employee has the right to acquire the shares after three years after conclusion of the share options agreements, early exercising is not allowed;
  • Option exercise price EUR 1;
  • Some transactions have service vesting condition. The right to acquire share in the part of transactions come in to force in future in three years, if the employment contract is not terminated until mentioned dates.
  • When the time to exercise is matures the right to acquire the shares will be realized by selling of own shares of the Company or by offering to sign newly issued shares of the Company to employee;
  • The options could not be sold.

The value of share-based payments was calculated using the Black-Scholes formula. For volatility input is used historical shares volatility on exchange.

Set out below are summaries of options granted by the Company:

Number of options, thousand
I Half Year
2024
I Half Year
2023
Balance as at 1 January 272 421
Granted during period 33 47
Change in accrued number for rendered services at period-end - -
Forfeited during period - -
Exercised during period (65) -
Balance as at 30 June 240 468
Vested and exercisable at 30 June 98 194

10 Acquisition of own shares and share capital (cont'd)

Share options outstanding at the end of the year and reporting period have following expiry dates and inputs to measure fair value:

As at 30 June 2024 Expiry date Share
options,
thousand
Share
price
Volatility Expected
dividend yield
Risk-free
interest rate
Fair value
of share
option
Granted on 31 May 2022 10 May 2025 41 12.10 31.26% 0% 0.657% 11.12
Granted on 12 June 2023 12 June 2026 166 11.10 30.63% 0% 2.587% 10.17
Granted on 30 April 2024* 30 April 2027 9 - - - - -
Granted on 28 May 2024 28 May 2027 24 12.30 29.85% 0% 2.770% 11.38
Total - 240 - - - - -

*Quantity of shares was approved at the annual general meeting on 30 April 2024, but options were granted to employees, that were transferred to AB Šiaulių Bankas due to merger of the retail businesses. They are vested in 2023 and all expenses were accrued in 2023, therefore, separately valuation is not performed at the grant date.

As at 31 December 2023 Expiry date Share
options,
thousand
Share
price
Volatility Expected
dividend yield
Risk-free
interest rate
Fair value
of share
option
Granted on 10 May 2021 10 May 2024 65 9.40 30.03% 0% (0.692%) 8.38
Granted on 31 May 2022 31 May 2025 41 12.10 31.26% 0% 0.657% 11.12
Granted on 12 June 2023 12 June 2026 47 11.10 30.63% 0% 2.587% 10.17
Granted on 12 June 2023 12 June 2026 119 11.10 30.63% 0% 2.587% 10.17
Total - 272 - - - - -

During the 1st Half Year of 2024 and 1 st Half Year of 2023 the share-based payment expenses were recognised in the income statement of the Company and the Group within "Employee benefits expenses" as the fair value of share options. During the 1st Half Year of 2024 and 1 st Half Year of 2023 the Group has recognized EUR 238 thousand and EUR 258 thousand of expenses, respectively. During the 1st Half Year of 2024 and 1st Half Year of 2023 on the Group level liability of EUR 278 thousand and of EUR 415 thousand respectively was reclassified to the share based payment reserve, when employees chose share option instead of cash alternative. During the 1st Half Year of 2024 the Group has recognised EUR 415 thousand from cash alternative of share based payment transaction. During the 1st Half Year of 2024 the Company has recognised EUR 172 thousand of expenses and EUR 314 thousand as additional investment to subsidiaries. During the 1st Half Year of 2023 the Group has recognised EUR 586 thousand from cash alternative of share based payment transaction. During the 1st Half Year of 2023 the Company has recognised EUR 190 thousand of expenses and EUR 483 thousand as additional investment to consolidated subsidiaries. During the 1st Half Year of 2023 the Group and the Company has recognised EUR 26 thousand as additional investment to unconsolidated subsidiaries.

11. Related party transactions

The related parties of the Group during the 1 st Half Year of 2024 and 2023 were unconsolidated subsidiaries, associates, the shareholders of the Company, who have joint control or significance influence (Note 1) and key management personnel, including companies under control or joint control of key management and shareholders having significant influence or joint control and including companies, where shareholders having joint control over the Company are key management personnel or having significant influence. To the other related parties are attributed entities left the Group during split-off occurred in 2014, because shareholders having joint control over the Company are key management personnel of these entities or having significant influence.

Receivables from related parties are presented in carrying amount. They include loans granted to unconsolidated subsidiaries and associates, that are considered as part of investments to unconsolidated subsidiaries and associates. Interest income and expenses are presented in the 'revenue and other income' and 'purchases' columns, respectively.

The Company's transactions with related parties during the 1st Half Year 2024 and related half year-end balances were as follows:

st Half Year 2024
1
Company
Revenue and
other income
from related
parties
Purchases from
related parties
Receivables
from related
parties
Payables to
related parties
Loans and borrowings - - - -
Dividends 49,758 - 2,870 -
Transfer of tax losses 131 - 131 -
Accounting services 68 - - -
Information technology maintenance services
Payable amounts arise from the transfer of the
- 5 - 1
retail business to AB Šiaulių bankas and effect
of discounting of amounts
- 598 - 3,720
Other services or compensation - - 31 -
49,957 603 3,032 3,721

Liabilities to shareholders and management - - - -

The Company's transactions with related parties during the 1st Half Year 2023 and related half year-end balances were as follows:

st Half Year 2023
1
Company
Revenue and
other income
from related
parties
Purchases from
related parties
Receivables
from related
parties
Payables to
related parties
Loans and borrowings - - - -
Dividends 1,403 - 1,403 -
Transfer of tax losses 22 - 22 -
Accounting services 68 - - -
Information technology maintenance services - 4 - 1
Acquisition or disposals of investments - - 2,580 -
Other services or compensation 25 - 25 14
1,518 4 4,030 15
Liabilities to shareholders and management - - - -

11 Related party transactions (cont'd)

The Group's transactions with related parties during the 1st Half Year 2024 and related half year-end balances were as follows:

st Half Year 2024
1
Group
Revenue and
other income
from related
parties
Purchases from
related parties
Receivables
from related
parties
Payables to
related parties
Loans and borrowings - - - -
Dividends 20,127 - 2,870 -
Accounting services 65 - - -
Information technology maintenance services - 88 - 18
Management and success fees 337 - 154 -
Land administration services
Payable amounts arise from the transfer of the
81 - 115 -
retail business to AB Šiaulių bankas - - - 1,432
Other services or compensation and donation 3 - 68 2
20,613 88 3,207 1,452

Liabilities to shareholders and management - - - -

The Group's transactions with related parties during the 1st Half Year 2023 and related half year-end balances were as follows:

Revenue and
other income
from related
Purchases from
parties
related parties
Receivables
from related
parties
Payables to
related parties
- - - -
788 - 788 -
65 - - -
- 111 - 18
338 - 136 -
87 - 151 -
- - 2,580 -
86 - 178 101
25 3 25 -
1,389 114 3,858 119

Liabilities to shareholders and management - - - -

12. Issue of the bonds of the Company

On 14 June 2024 the Company issued its first public issue of EUR 10,000 thousand bond. The debt securities, which were 2.9 times oversubscribed, were acquired by 216 retail and institutional investors in the Baltics. Orders for EUR 29,035 thousand were received from a total of 481 investors. The size, quality and diversity of the orders enabled the Company to set the fixed annual interest rate on the bonds at 7% – the lower limit of the specified range. The fixed rate of interest was determined by auction in the range of 7%-8%. The bonds' maturity is three years (maturity date 14 June 2027). Interest will be paid to investors semi-annually. First payment will be on 14 December 2024. The received funds were used to cover the Group's liabilities. From 1 July 2024 bonds are listed on Nasdaq Baltic Bond list. The bonds are secured by pledging as collateral a portion of the shares held by the Company in AB Šiaulių Bankas, targeting to keep the value of the collateral at a loan-to-value ratio (the ratio of the bonds' issue size to the value of the pledged assets) not exceeding 50%. The valuation of the collateral is based on the average weighted market price of the shares on a semi-annual basis. Currently, 29,000,000 units of shares of AB Šiaulių Bankas are pledged.

The offering of bonds was organized by AB Šiaulių Bankas and FMĮ INVL Financial Advisors.

INVALDA INVL, AB Consolidated Management Semi – Annual Report of 2024

Translation note:

This version of the Management Report is a translation from the original, which was prepared in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version takes precedence over this translation.

CONTENTS

I. GENERAL INFORMATION 38
1. Reporting period for which the report is prepared 38
2. General information about the Issuer and other companies comprising the Issuer's group 38
II. FINANCIAL INFORMATION 39
3. Performance results of the issuer and the group 39
4. Information on the group's activities 40
III. INFORMATION ABOUT EQUITY SECURITIES 41
5. Information about Issuer's authorised capital 41
6. The amendment of Issuer's Articles of Association 43
7. Shareholders 43
8. Trading in Issuer's securities 44
IV. INFORMATION ABOUT DEBT SECURITIES 45
V. ISSUER'S MANAGING BODIES 46
9. Information about members of the Board, CEO, CFO and the Audit Committee of the Company 46
10. Information on the amounts calculated by the Issuer. other assets transferred and guarantees
granted to the Members of the Board, the CEO and CFO 49
VI. OTHER INFORMATION 49
11. Agreements with intermediaries on public trading in securities 49
12. A description of the principal risks and uncertainties over the next 6 months 49
13 Information on the related parties' transactions 49
14. Significant investments made during the reporting period 49
15. Data on information made public during the reporting period 50

I. GENERAL INFORMATION

1. Reporting period for which the report is prepared

The report is prepared for 6 months of 2024 (January – June). It reflects the most significant changes of the disclosures since the Consolidated Annual Report for 2024 (due to legislation changes in 2024, annual reports and semi-annual reports were renamed to management reports) was published and any significant events that have occurred in the first six months of this financial year. The report also includes significant events of the company and the group that took place after the reporting period.

2. General information about the Issuer and other companies comprising the Issuer's group

INFORMATION ABOUT THE ISSUER

Name of the Issuer The public joint-stock company Invalda INVL
Code 121304349
Address Gynėjų str. 14, LT-01109 Vilnius, Lithuania
Telephone +370 5 279 0601
E-mail [email protected]
Website www.invaldainvl.com
Legal form The public joint-stock company
Date and place of registration 20 March 1992. Register of Enterprise of Vilnius
Register in which data about the Company are accumulated and
stored
Register of Legal Entities

INFORMATION ON COMPANY'S GOALS, PHILOSOPHY AND OPERATING PRINCIPLES

Who are we?

Invalda INVL is the leading Baltic asset management group with a track record spanning over 30 years.

We have been working consistently and purposefully since our inception, prioritizing the interests of our clients. Our core values remain unchanged as we expand, while staying open to new opportunities, markets, and methods of operation. We believe that an open-minded approach and thorough evaluation of innovative concepts significantly enhance the success and quality of our solutions.

We grow by investing in the organic expansion of the asset management business, and when opportunities arise, we make new acquisitions in this sector. Asset management and investing form the cornerstone of our operations. We believe that we create value for all stakeholders by first and foremost excelling in our direct work and fulfilling our duties. We are dedicated to creating value for all stakeholders through the meticulous execution of our core responsibilities and the performance of our duties.

We believe that the success of the business is inseparable from contributing to the progressive processes of society. Therefore, we invest in knowledge enhancement, team cohesion, social initiatives, and sustainability practices.

What do we seek?

Invalda INVL is dedicated to creating long-term value for investors while fostering a positive economic impact within the regions and areas where we operate. Our strategic focus is on the asset classes and regions we know best. Presently, our focus is on alternative investments and family office services.

How do we operate?

Asset management and investing forms the cornerstone of our operations. Our group's assets under management include investments in private equity, forestry and agricultural land, renewable energy, real estate, and private debt. Additionally, our group's activities also include family office services in Lithuania, Latvia and Estonia, pension fund management in Latvia, and investments in global third-party funds.

We also have our own investment portfolio. We invest in products managed by the group alongside our corporate clients to foster alignment of interests. The residual portion of our current portfolio consists of historical investments.

II. FINANCIAL INFORMATION

3. Performance results of the issuer and the group

MAIN ITEMS OF FINANCIAL STATEMENTS

Company's Group's
EUR thousand 6 months
2022
6 months
2023
6 months
2024
6 months
2022
6 months
2023
6 months
2024
Non-current assets 102,273 132,224 203,722 101,109 125,156 198,191
Current assets 4,523 4,685 3,946 11,592 17,578 10,241
Equity 101,424 129,792 189,074 101,542 129,792 189,074
Non-current liabilities 1,157 1,914 12,731 3,867 2,755 13,305
Current liabilities 4,215 5,203 5,863 7,292 10,187 6,053
Result before taxes (14,468) (1,913) 11,527 (14,633) (1,913) 11,634
Net result (12,662) (1,406) 11,712 (12,633) (1,406) 11,712
Net result attributable to holders of the parent Company (12,662) (1,406) 11,712

CALCULATION OF THE NET ASSET VALUE OF INVALDA INVL

EUR thousand Evaluation criteria 30.06.2022 30.06.2023 30.06.2024
Investment into core business Equity method 14,264 15,776 12,054
Other own investments Fair value 87,296 116,381 191,620
Cash and cash equivalents Amortised cost 468 303 558
Receivables Amortised cost 3,832 4,029 63,042
Other assets Residual value 306 420 394
Total assets Book value 106,796 136,909 207,668
Liabilities Cost 5,372 7,117 18,594
Net asset value Book value 101,424 129,792 189,074
Net asset value per share Book value 8.58 10.98 15.66

4. Information on the group's activities

ASSET MANAGEMENT BUSINESS

Invalda INVL manages licensed asset management companies INVL Asset Management in Lithuania and Latvia, financial brokerage company INVL Financial Advisors, acting under the brand INVL Family Office, land administration company INVL Farmland Management and asset management company Mundus through INVL Asset Management. Their results are evaluated on the basis of revenue and profit.

After the completion of the merger of the retail businesses of Šiaulių bankas and part of Invalda INVL on 30 November 2023 (more information in this announcement), Invalda INVL group continues to be active in the management of private capital and other alternative investments, and provides Family Office services.

MANAGED ASSETS AND INCOME OF INVALDA INVL GROUP

AuM refers to the assets we manage or supervise and generally equals to the sum of the following: fair value of managed or supervised assets (for example, NAV or capitalization of funds) and uncalled capital commitments. This AuM represents the size of assets to which the Group has economic influence through management or supervision. We believe that such AuM stands as a better measure of our investment and fundraising performance.

Fee-earning AUM refers to the assets we manage or supervise and from which we derive recurring fees. We have updated the indicator calculation methodology and added assets under supervision of family office.

Our calculations of AuM and Fee-earning AuM may differ from the calculations of other asset managers. As a result, these measures may not be comparable to similar measures presented by other asset managers. The reported amount is the aggregated, not consolidated, sum of the assets.

EUR 5.96m Revenues from asset management business as of 30/06/2024

EUR 60.3m Earned for clients in 1H 2024

Comparative figures of earnings for clients and income from asset management are not presented in this report due to their incomparability, since in the same period last year Invalda INVL had a retail business, which was merged with Šiaulių bankas on 11 November 2023.

OWN INVESTMENTS

Company or investment group Share of votes controlled
(%)
or
investments
included
Value, EUR million Profit (loss) from investment,
EUR million
30.06.2023 30.06.2024 30.06.2023 30.06.2024
Investicijos į INVL valdomus
kolektyvinio
investavimo
subjektus
INVL Baltic Sea Growth
Fund, INVL Sustainable
Timberland and Farmland
Fund II, INVL Renewable
Energy Fund I, INVL Baltic
Real Estate, INVL
Technology, others
43.2 61.2 (1.16) 5.92
19.93% 37.6 91.0 (2.85) 5.81
7.92% 20.6 21.7 4.53 2.29
48.81% 17.35 18.25 (4.58) (1.10)

III. INFORMATION ABOUT EQUITY SECURITIES

5. Information about Issuer's authorised capital

STRUCTURE OF THE AUTHORIZED CAPITAL

Type of shares Number of
shares, units
Total voting rights
granted by the issued
shares, units*
Number of votes
(units) for the quorum
of the general
meeting of
shareholders*
Nominal
value,
EUR
Total nominal
value, EUR
Ordinary
registered
shares
12,299,375 12,299,375 12,069,834 0.29 3,566,818.75

* Calculating votes, the company followed the provision of the Law on Companies, which states that calculating the quorum of the general meeting, own shares acquired by the company shall be deemed not to cast votes

All shares are fully paid-up, and no restrictions apply on their transfer.

Invalda INVL group manages asset management company INVL Asset Management, financial brokerage company INVL Financial Advisors. According to Lithuanian law, a natural or legal person (or persons acting in concert), indirectly willing to

acquire or increase their shareholding in an asset management company or financial brokerage company (more than 20, 30 or 50 percent), have to obtain a decision from the Bank of Lithuania not to object this acquisition. This means that investors, willing to acquire more than 20 percent shareholding in Invalda INVL, can do so only with a prior decision from the Bank of Lithuania.

Invalda INVL also owns asset management company INVL Asset Management in Latvia, therefore according Latvian Financial and Capital Market Commission restrictions under acquisition of the shareholding in Invalda INVL must be fulfilled as well.

In addition, the Invalda INVL group has indirectly invested in Moldova-Agroindbank, the largest commercial bank in Moldova, so the acquisition of a stake in Invalda INVL may also be subject to the relevant requirements of the Central Bank of Moldova.

INFORMATION ABOUT THE ISSUER'S TREASURY SHARES

Year of acquisition / loss of
own shares
Acquired (transferred)
amount, units
Price for one share, EUR Comments
2015 143,645 3.82
2016 135,739 4.11
2017 23,076 4.55
2018 3,396 5.53
2019 2,552 5.67
2020 (78,867) 0.20 Own
shares
were
transferred to the employees
of the company and the
group
by
exercising
the
share options granted
in
2017
2021 - -
2022 -
2023 - -
1H 2024 - -
total 229,541

On 5 July 2024, Invalda INVL announced (announcement) that the Management Board of the company decided to buy the shares of Invalda INVL through he market of official offer of Nasdaq Vilnius stock exchange. It was decided to start the purchase of shares after the end of the prohibited trading period and after the announcement of the company's semi-annual results for the 6 months of 2024.

INFORMATION ABOUT EMPLOYEES STOCK OPTIONS

Allocation of options Exercise of options
The year when stock
options contracts have been
signed
Number of shares (units) The year when stock
options are exercised
The number of shares
acquired by employees under
option contracts (units)
2016 52,906 2019 52,906
2017 80,571 2020 78,867
2018 59,674 2021 59,674
2019 70,397 2022 69,479
2020 317,227 2023 186,253
2021 65,287 2024 65 070
2022 40,862 2025 N/A
2023 47,394* 2026 N/A
1H 2024 33,324 2027 N/A

*Only those stock options when the number of shares is specified in the contracts; more information is provided in point 10 of the explanatory note to the financial statements

6. The amendment of Issuer's Articles of Association

On 21 June 2024, a new wording of the Articles of Association of Invalda INVL AB was registered in the Register of Legal Entities. This draft of the company's Articles of Association was approved by the shareholders at the Ordinary General Meeting of Shareholders held on 30 April 2024.

Invalda INVL increased its share capital to EUR 3,566,818.75 by issuing 65,070 new ordinary registered shares. The newly issued shares were subscribed by the employees of Invalda INVL Group exercising the stock options granted to them in 2021. The translation of Articles of Association is published on the company's website in the "Investors" section.

7. Shareholders

Shareholders who held title to more than 5% of Invalda INVL authorised capital and/or votes as of 30.06.2024

Name of the shareholder or
company
Number of shares
held by the right
of ownership,
units
Share of the
authorised capital
and votes held, %
Indirectly held
votes1
, %
Total votes of the
shareholders
group*, %
LJB Investments. UAB
code 300822575,
Juozapavičiaus str. 9A, Vilnius
3,098,196 25.19 59.98
Alvydas Banys2 910,875 7.41 77.76
Irena Ona Mišeikienė 3,048,161 24.78 60.39 85.17
Indrė Mišeikytė 236,867 1.93 83.24
Lucrum Investicija, UAB
code 300806471. Gynėjų str. 14,
Vilnius
3,181,702 25.87 59.30
Darius Šulnis3 0 0.00 86.17

Invalda INVL shareholders Alvydas Banys, UAB LJB Investments, Irena Ona Mieikeikiene, Indrė Mišeikytė, Darius Sulnis and UAB Lucrum Investicija have signed an Agreement with the purpose of agreeing on the long-term management policy of Invalda INVL. Therefore, in accordance with Article 16, Section 1, Point 2 of the Securities Law, their votes are counted together. Given that the said agreement does not contain provisions on the use of the parties' directly owned votes in other companies related to Invalda INVL, their votes are counted together only at the level of the issuer, i.e. only in Invalda INVL.

Assessing the share of the company's authorized capital and / or votes owned by the company's shareholders as of the date of this report, as well as the purpose and provisions of the above-mentioned Invalda INVL group of shareholders the parties to the said Agreement control the company as a group, but not individually.

1 Invalda INVL shareholders Alvydas Banys, UAB LJB Investments, Irena Ona Mišeikienė, Indrė Mišeikytė, Darius Šulnis and UAB Lucrum Investicija have signed an Agreement with the purpose of agreeing on the long-term management policy of Invalda INVL. Therefore, in accordance with Article 16, Section 1, Point 2 of the Securities Law, their votes are counted together. Given that the said agreement does not contain provisions on the use of the parties' directly owned votes in other companies related to Invalda INVL, their votes are counted together only at the level of the issuer 2 It is considered that Alvydas Banys has the votes of the controlled company UAB LJB investments.

3 It is considered that Darius Šulnis has the votes of the controlled company UAB Lucrum Investicija.

There are no shareholders entitled to special rights of control. Invalda INVL has no knowledge of any restriction on voting rights or mutual agreements between the shareholders that might result in the restriction of shares transfer and (or) voting rights. There are no agreements to which the Issuer is a party, and which would come into effect of being amended or terminated in case of change in the Issuer's control. At the end of June 2024, the total number of shareholders exceeded 3,700.

8. Trading in Issuer's securities

MAIN CHARACTERISTICS OF INVALDA INVL, AB SHARES ADMITTED TO TRADING

Shares issued, units 12,299,375
Nominal value 0.29 EUR
Total nominal value 3,566,818.75
ISIN code LT0000102279
LEI code 52990001IQUJ710GHH43
Name, exchange IVL1L, Nasdaq Vilnius
List Baltic Secondary list
Baltic Main List (from 1 January 2008 until 20 July 2015)
Listing date 19 December 1995

From 3 August 2020, Šiaulių bankas AB provides the company with a market making service.

TRADING IN INVALDA INVL, AB SHARES

Share price, EUR 2020 H1 2021 H1 2022 H1 2023 H1 2024 H1
- open 6.80 7.60 17.00 11.40 11.20
- high 8.95 9.80 17.00 11.90 14.00
- low 5.65 7.60 10.00 9.00 11.10
- last 7.00 9.30 10.90 10.70 13.90
Turnover, units 53,374 27,151 47,475 38,457 42,616
Turnover, EUR 365,199 240,539 626,549 433,698 526,761
Trades, units 634 664 1,053 725 798

Turnover of Invalda INVL shares and share price (EUR)

Changes in Invalda INVL share price and OMX Vilnius index over 10 years

IV. INFORMATION ABOUT DEBT SECURITIES

From 3 June 2024 to 12 June 2024 the company was offering EUR 10 million of non-convertible medium-term notes to the public. 481 investors submitted orders to subscribe for notes for a total amount of EUR 29.035 million – resulting in an oversubscription of 2.9 times the issue volume.

OMX Vilnius 421.60 946.76 977.88 131.94 3.29 Invalda INVL 3.45 EUR 11.90 EUR 13.90 EUR 302.90 16.81

Fixed interest rates were determined through an auction in the range of 7% to 8%. The size, quality, and diversity of the orders allowed Invalda INVL to set an annual interest rate of 7% – the lowest limit of the specified range. Interest will be paid to investors semi-annually, with a calculation basis of 30E/360.

The notes were subscribed by 216 investors from the Baltic States. The notes are transferred to the securities accounts of the investors on 14 June 2024.

Issue size, units 10,000
Nominal value of one bond EUR 1,000
The total amount of the first issue EUR 10,000,000
The interest rate Fixed annual interest rate of 7 percent.
Payment of interest Interest will be paid semi-annually on a 30E/360 basis
Maturity 3 years
FISN Invalda INVL/BD 229 20270614
ISIN code LT0000409229
Listing Nasdaq Baltic Bond List from 1 July 2024
Maturity date 14 June 2027

THE MAIN TERMS OF THE BONDS ISSUE

the Board

V. ISSUER'S MANAGING BODIES

9. Information about members of the Board, CEO, CFO and the Audit Committee of the Company

Term
of
office
Educational
background
and
qualifications
Owned amount of
shares in Invalda
INVL
Ongoing management positions4
Alvydas Banys
Chairman of the Board
Since
2022 until
2026
Vilnius
Gediminas
Technical University.
Faculty
of
Civil
Engineering. Master
in Engineering and
Economics.
Junior Scientific co
worker. Economics'
Institute
of
Lithuania's
Science
Academy.
Personally:
910,875 units of
shares, 7.41 % of
authorised capital
and votes;
Together with
controlled company
LJB Investments:
4,009,071 units of
shares, 32.60 % of
authorized capital
and votes.
Total
votes
with
others whose votes
are
counted
together - 85.17%.
INVL
Baltic
Sea
Growth
Fund,
managed
by
INVL
Asset
Management
(code
126263073,
Gynėjų g. 14, Vilnius, Lithuania) -
Investment Committee member.
INVL Baltic Farmland, AB (code
303299781, Gynėjų g. 14, Vilnius,
Lithuania) – Chairman of the Board.
Litagra, UAB (code 304564478,
Savanorių pr. 173, Vilnius,
Lithuania) – Member of the Board.
LJB investments, UAB (code
300822575, A. Juozapavičiaus g.
9A) – CEO (main workplace),
LJB property, UAB (code
300822529, A. Juozapavičiaus g.
9A) – CEO.
Indrė Mišeikytė
Member of the Board
Since
2022 until
2026
Vilnius
Gediminas
Technical University.
Faculty
of
Architecture. Master
in Architecture.
Personally:
236,867
units
of
shares, 1.93% of
authorised
capital
and votes.
Total
votes
with
others whose votes
are
counted
together - 85.17%.
INVL Baltic Farmland, AB (code
303299781, Gynėjų g. 14, Vilnius,
Lithuania) – Member of the Board.
Invalda INVL, AB (code 121304349,
Gynėjų g. 14, Vilnius) –
advisor
(main workplace).
Tomas Bubinas
Independent Member of
Since
2022
until
2026
Baltic Management
Institute (BMI),
Executive MBA
Association of
Chartered Certified
Accountants. ACCA.
Fellow Member
Lithuanian Sworn
Registered Auditor
Vilnius
University,
Msc. in Economics
- INVL Baltic Farmland, AB (code
303299781, Gynėjų g. 14, Vilnius,
Lithuania) – independent Member of
the Board.
The main workplace is an individual
consulting activity.

4 Information is provided on the current duties of the head of a legal entity, a member of a management body or a member of a supervisory body, and information on the main workplace.

Educational
background
and
qualifications
Owned amount of shares in
Invalda INVL
Ongoing management positions
Darius Šulnis –
CEO of Invalda INVL
Duke University
(USA). Business
Administration. Global
Executive MBA.
Vilnius University.
Faculty of Economics.
Master in Accounting
and Audit.
Financial
broker's
license (general) No.
A109.
Personally:
0
units
of
shares, 0% of authorised
capital and votes.
Together
with
controlled
company
Lucrum
Investicija: 3,181,702 units
of
shares,
26.01%
of
authorised
capital
and
votes.
Total
votes
with
others
whose votes are counted
together - 85.17%.
Invalda INVL, AB (code 121304349,
Gynėjų g. 14, Vilnius, Lithuania) –
CEO (main workplace).
INVL
Baltic
Sea
Growth
Fund,
managed by INVL Asset Management
(code 126263073, Gynėjų g. 14,
Vilnius,
Lithuania)
-
Investment
Committee Member.
INVL Asset Management, UAB (code
126263073, Gynėjų g. 14, Vilnius,
Lithuania) – Chairman of the Board.
FERN Group UAB (code 306110392,
Granito g. 3-101, Vilnius) Chairman of
the Supervisory Board.
Šiaulių Bankas AB (code 112025254,
Tilžės g. 149, Šiauliai, Lithuania) –
Member of the Supervisory Board.
Litagra,
UAB
(code
304564478,
Savanorių pr. 173, Vilnius, Lithuania) –
Member of the Board.
Raimondas Rajeckas
CFO
Vilnius University,
Faculty of
Economics, Master
of Science in
Accounting and
Auditing
Personally: 91,821
units of
shares, 0.75% of authorised
capital and votes.
Invalda INVL, AB (code 121304349,
Gynėjų g. 14, Vilnius, Lithuania) CFO
(main workplace).
Holds the position of director in
companies controlled by Invalda
INVL" (all are located at Gynėjų g
14, Vilnius):
MD
PARTNERS
UAB
(code
304842899),
Invalda
INVL
Investments,
UAB
(code 303252237),
Cedus, UAB (code 302656796),
Cedus
Invest,
UAB
(code
302576631),
Regenus, UAB (code 302575821),
Consult
Invalda,
UAB
(code
302575814)
RPNG, UAB (code 302575892),
MGK invest, UAB (code 302531757),

Aktyvus valdymas, UAB (code 301673764),

Iniciatyvos fondas VšĮ (code 300657209),

INVL Life, UAB (code 305859887)..

Dangutė Pranckėnienė and Tomas Bubinas were withdrawn from the Audit Committee in corpore at the shareholders meeting of Invalda INVL held on 30 April 2023. For a new term of 4 (four) years, it was decided to elect 3 members to the Audit Committee of Invalda INVL, two of whom are independent: Dangutė Pranckėnienė (independent member), Andrius Lenickas (independent member) and Tomas Bubinas.

Term
office
of Educational background
and qualifications
Owned
amount
of
shares
in
Invalda INVL
Work experience
Danutė Pranckėnienė
Independent
audit
committee member
2023
2027
Vilnius
Gediminas
Technical
University,
Master
of
Business
Administration.
Vilnius University, Master
of Economics.
The International Coach
Union (ICU), professional
in coaching.
Lithuanian
Ministry
of
Finance,
the
auditor's
name.
- Since 1997 the Partner at Moore
Mackonis, UAB
1996 - 1997 Audit Manager, Deloitte
& Touche
1995 - 1996 Lecturer, Vilnius
Gediminas Technical University
1982 - 1983 Lecturer, Vilnius
University
Andrius Lenickas
nepriklausomas
audito
komiteto narys
2023
2027
Baltic
Management
Institute (BMI), Executive
MBA
Association of Chartered
Certified
Accountants.
ACCA.
Diploma
of
Lithuanian
Sworn
Registered
Auditor
Vilnius University, Msc. in
Economics
- Since 2023, UAB Lea finance, founder and
director.
2013 - 2022, UAB AL holdingas, Chief
Financial Officer and Head of
Administration of the Group.
2010 - 2013 - Chief Executive Officer of
UAB Euroapotheca.
2007 – 2010 UAB Sanofi Lietuva, Chief
Financial Officer for the Baltic States.
2002 – 2006 Chief Financial Officer and
Head of Administration of Lawin Law Firm
(currently Ellex Valiūnas).
1999 - 2001 PricewaterhouseCoopers UK -
senior auditor, manager.
1996 - 1999 Coopers & Lybrand - auditor,
senior auditor.
1993-1995 Balticbankas - customer
manager.
Tomas Bubinas
Audit committee member
2023
2027
Baltic Management
Institute (BMI), Executive
MBA
Association of Chartered
Certified Accountants.
ACCA. Fellow Member
Lithuanian Sworn
Registered Auditor
Vilnius University, Msc. in
Economics
- 2013 – 2022 Chief Operating Officer
of Biotechpharma, UAB.
2010 – 2012 Senior Director of
TEVA Biopharmaceuticals (USA).
2004-2010 – TEVA
Pharmaceuticals, Chief Financial
Officer for the Baltic States.
2001-2004 – Sicor Biotech, Chief
Financial Officer
1999 – 2001 Senior Manager of
PricewaterhouseCoopers.
1994

1999
Senior
Auditor,
Manager of Coopers & Lybrand.

10. Information on the amounts calculated by the Issuer. other assets transferred and guarantees granted to the Members of the Board, the CEO and CFO

The company's CEO and chief financier are paid a constant monthly salary. The company does not have an approved policy on the payment of a variable part of the salary to the managers. During the first half of 2024, a total of EUR 87 thousand was accrued to the company's manager and chief financier (including accrued salary in other companies of the company's group), an average of EUR 7.2 thousand per month.

Contracts are concluded with the members of the Board regarding the activity of the Board member and the remuneration for the work in the Board of Invalda INVL was set (all taxes and fees applicable to the member of the Board, except for VAT (when the member of the Board becomes liable to pay VAT), inclusive) : (i) the salary of 200 euros per hour is set for the independent board member, paid at least once a quarter for the hours actually spent by the board member participating in the board meetings and preparing for the meetings, according to the report of the board member; during 6 months of 2024 an independent member of the board was paid EUR 5,500 (ii) a monthly fixed remuneration of EUR 1,500 was set for other members of the board, a monthly fixed remuneration of EUR 2,000 for the member of the board working as the chairman of the board.

There were no assets transferred, no guarantees granted, no bonuses paid and no special pay-outs made by the company to its managers. The members of the board and CEO were not granted with bonuses by other companies of Invalda INVL group.

VI. OTHER INFORMATION

11. Agreements with intermediaries on public trading in securities

Invalda INVL, AB has signed agreements with these intermediaries:

  • Siauliu Bankas, AB (Tilzes str. 149, Siauliai, Lithuania; tel. +370 41 595 607) the agreement on investment services, the agreement on management of securities accounting, the agreement on payment of dividends; agreement on market making services;
  • Luminor bank, AB (Konstitucijos av. 23, Vilnius, Lithuania; tel. +370 5 239 3503) the agreement on financial instruments account management, implementation of orders and offering recommendations;
  • SEB Bankas, AB (Gedimino ave. 12, Vilnius, Lithuania; tel. +370 5 268 2370) the agreement on management of securities account;
  • FMI Orion Securities, UAB (A. Tumeno str. 4. (block B), Vilnius, Lithuania; tel. +370 5 231 3841) the agreement on investment services;
  • AB SEB Pank (Tornimae str. 2., 15010, Tallin, Estonia; tel. +372 6657 772) the agreement of intermediation;
  • UAB FMĮ INVL Financial Advisors (Gynėjų str. 14, Vilnius, Lithuania, tel. +370 5 2790601) wealth management services contract.

12. A description of the principal risks and uncertainties over the next 6 months

The main risks and uncertainties the company faces and may be expected in the next 6 months were described in the annual report for 2023. This information didn't change.

13 Information on the related parties' transactions

During the reporting period, the largest share of the company and a group of transactions with related parties accounted for loans, computer services, rent and utility costs of purchases, land administration services and asset management services (only group). The detailed information on the related parties' transactions has been disclosed in the explanatory notes of the consolidated and Company's financial statements for 6 months of 2024.

14. Significant investments made during the reporting period

31 May 2024 Invalda INVL acquired a further 11,733,728 units (1.77%) of the shares of Šiaulių bankas from the European Bank for Reconstruction and Development (EBRD). Value of the transaction is EUR 7 million. After this transaction the Invalda INVL group's stake in Šiaulių Bankas grew to 19.93%. This was the third and final acquisition tranche under the Share Purchase-Sale Agreement signed with the EBRD on 22 December 2021. The parties then agreed that Invalda INVL will directly and/or indirectly acquire from EBRD 35,240,296 shares of Šiaulių bankas by 31 May 2024 at the latest.

Information on other investments is provided in the explanatory notes to the financial statements.

All information publicly announced by Invalda INVL AB is available on the company's website www.invaldainvl.com.

Published Headline Message
Category
Language
16.01.2024 INVL Asset Management fund acquires 1,400 ha of forest in Romania Other information En, Lt
18.01.2024 New INVL Asset Management fund will invest in funds managed by
Brookfield Asset Management, one of the world's largest real estate
management companies
Other information En, Lt
23.01.2024 INVL Family Office will provide investment services in Latvia Other information En, Lt
05.03.2024 New INVL Partner Global Real Estate Fund I raises USD 9.13 million from
investors
Other information En, Lt
22.03.2024 Invalda INVL Group sells part of Šiaulių bankas shares to stay within 20%
threshold
Other information En, Lt
08.04.2024 Convocation of the ordinary general shareholders meeting of Invalda INVL General meeting of
shareholders
En, Lt
09.04.2024 Draft resolutions prepared by the Board for the shareholders' meeting of
Invalda INVL to be held on 30/04/2024
General meeting of
shareholders
En, Lt
09.04.2024 Audited results of Invalda INVL Group for 2023 Annual information En, Lt
09.04.2024 The Board of Invalda INVL proposed to allocate dividends for the year 2023 Notification
on
material event
En, Lt
10.04.2024 The new private equity fund INVL Private Equity Fund II is targeting EUR
250 million
Other information En, Lt
29.04.2024 Head of INVL Family Office appointed to INVL Asset Management's Board Other information En, Lt
30.04.2024 Resolutions of the shareholders' meeting of Invalda INVL held on
30/04/2024
General meeting of
shareholders
En, Lt
30.04.2024 Ex-day of dividends allocated by the shareholders' meeting of Invalda INVL
held on 30/04/2024
Notification
on
material event
En, Lt
24.05.2024 Invalda INVL plans offering of bonds this year Notification
on
material event
En, Lt
28.05.2024 Correction: Approved base prospectus of Invalda INVL for a debt securities
offering
Prospectus En
28.05.2024 Invalda INVL entered employee stock option agreements Other information En, Lt
28.05.2024 Approved base prospectus of Invalda INVL for a debt securities offering Prospectus En, Lt
29.05.2024 Invalda INVL dividend payment procedure for the year 2023 Other information En, Lt
31.05.2024 Unaudited information of Invalda INVL group for 3 months of 2024 Interim information En, Lt
31.05.2024 Invalda INVL group completes the third (final) tranche of acquisition of
Šiaulių bankas shares from the EBRD
Notification
on
material event
En, Lt
31.05.2024 Invitation to a presentation to investors of a EUR 10 million public offering
of Invalda INVL bonds
Other information En, Lt
31.05.2024 Notice on Public Offering of Notes of AB Invalda INVL Notification
on
material event
En, Lt
04.06.2024 INVL Partner Global Real Estate Fund I raises additional USD 3 million
from investors
Other information En, Lt
06.06.2024 The recording of the webinar of Invada INVL Other information En, Lt
06.06.2024 Information to be presented by Invalda INVL at the webinar Other information En, Lt
13.06.2024 Announcement about the outcome of distribution of Invalda INVL notes Notification
on
material event
En, Lt

SUMMARY OF THE PUBLISHED INFORMATION

25.06.2024 A new wording of Articles of Association of Invalda INVL has been
registered. The issued shares were acquired by the group's employees
Other information En, Lt
25.06.2024 Information about shares issued by Invalda INVL and votes granted Total
number
of
voting rights and
capital
En, Lt
28.06.2024 Invalda INVL notes will be listed on the regulated market Notification
on
material event
En, Lt

CEO Darius Šulnis

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