Snaige AB

Annual Report (ESEF) • Apr 29, 2024

48510000RTKGDN3E5X152023-01-012023-12-31iso4217:EUR48510000RTKGDN3E5X152022-01-012022-12-31iso4217:EURxbrli:shares48510000RTKGDN3E5X152023-12-3148510000RTKGDN3E5X152022-12-3148510000RTKGDN3E5X152021-12-31ifrs-full:IssuedCapitalMember48510000RTKGDN3E5X152021-12-31ifrs-full:StatutoryReserveMember48510000RTKGDN3E5X152021-12-31ifrs-full:RevaluationSurplusMember48510000RTKGDN3E5X152021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember48510000RTKGDN3E5X152021-12-31ifrs-full:RetainedEarningsMember48510000RTKGDN3E5X152021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember48510000RTKGDN3E5X152021-12-31ifrs-full:NoncontrollingInterestsMember48510000RTKGDN3E5X152021-12-3148510000RTKGDN3E5X152022-01-012022-12-31ifrs-full:IssuedCapitalMember48510000RTKGDN3E5X152022-01-012022-12-31ifrs-full:StatutoryReserveMember48510000RTKGDN3E5X152022-01-012022-12-31ifrs-full:RevaluationSurplusMember48510000RTKGDN3E5X152022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember48510000RTKGDN3E5X152022-01-012022-12-31ifrs-full:RetainedEarningsMember48510000RTKGDN3E5X152022-01-012022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember48510000RTKGDN3E5X152022-01-012022-12-31ifrs-full:NoncontrollingInterestsMember48510000RTKGDN3E5X152022-12-31ifrs-full:IssuedCapitalMember48510000RTKGDN3E5X152022-12-31ifrs-full:StatutoryReserveMember48510000RTKGDN3E5X152022-12-31ifrs-full:RevaluationSurplusMember48510000RTKGDN3E5X152022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember48510000RTKGDN3E5X152022-12-31ifrs-full:RetainedEarningsMember48510000RTKGDN3E5X152022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember48510000RTKGDN3E5X152022-12-31ifrs-full:NoncontrollingInterestsMember48510000RTKGDN3E5X152023-01-012023-12-31ifrs-full:IssuedCapitalMember48510000RTKGDN3E5X152023-01-012023-12-31ifrs-full:StatutoryReserveMember48510000RTKGDN3E5X152023-01-012023-12-31ifrs-full:RevaluationSurplusMember48510000RTKGDN3E5X152023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember48510000RTKGDN3E5X152023-01-012023-12-31ifrs-full:RetainedEarningsMember48510000RTKGDN3E5X152023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember48510000RTKGDN3E5X152023-01-012023-12-31ifrs-full:NoncontrollingInterestsMember48510000RTKGDN3E5X156785-01-016785-12-31ifrs-full:RevaluationSurplusMember48510000RTKGDN3E5X152023-12-31ifrs-full:IssuedCapitalMember48510000RTKGDN3E5X152023-12-31ifrs-full:StatutoryReserveMember48510000RTKGDN3E5X152023-12-31ifrs-full:RevaluationSurplusMember48510000RTKGDN3E5X152023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember48510000RTKGDN3E5X152023-12-31ifrs-full:RetainedEarningsMember48510000RTKGDN3E5X152023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember48510000RTKGDN3E5X152023-12-31ifrs-full:NoncontrollingInterestsMember UNDER RESTRUCTURING SNAIGĖ AB CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2023 PRESENTED TOGETHER WITH INDEPENDENT AUDITOR’S REPORT Confirmation of responsible persons 29-04-2024 Alytus Following the Article 22 of the Law on Securities of the Republic of Lithuania and the Bank of Lithuania Information Disclosure Rules, we, Darius Varnas, Managing Director, and Vytautas Adomaitis, Chief of the Accounting and Finance Department, confirm that, to our knowledge, the added SNAIGĖ AB, audited consolidated and company‘s financial statements of year 2023, prepared in accordance with International Financial Reporting Standards as adopted by the European Union are fair and present fairly the assets, liabilities, financial position, profit or loss and cash flows of the company and group, and the consolidated annual report fairly presents an overview of the business development and operations, the state of the company and the group of companies together with a description of the main risks and uncertainties we face. Managing Director Darius Varnas 29 of April, 2024 Chief of the Accounting and Finance Department Vytautas Adomaitis 29 of April, 2024 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 3 CONTENTS Consolidated and separate statement of comprehensive income ...................................................... 4 Consolidated and separate statement of financial position ................................................................ 6 Consolidated statement of changes in equity .................................................................................... 8 Separate statement of changes in equity ........................................................................................... 9 Consolidated and separate statement of cash flows ........................................................................ 10 Notes to the financial statements ..................................................................................................... 12 Under restructuring Snaigė AB and Group consolidated annual report, corporate governance report and corporate remuneration report .................................................................................................. 54 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 4 Consolidated and separate statement of comprehensive income Notes Group Company 2023 2022 2023 2022 Sales 3 17,080 21,220 16,410 20,359 Cost of sales 4 (16,834) (21,829) (16,329) (21,196) Gross profit 246 (609) 81 (837) Selling and distribution expenses 5 (910) (1,352) (907) (1,353) General and administrative expenses 6 (2,596) (3,365) (2,463) (3,233) Other income 7 159 252 264 378 Other expenses 8 (70) (162) (124) (245) Operating profit (loss) (3,171) (5,236) (3,149) (5,290) Finance income 9 2 8 2 8 Finance costs 10 (125) (508) (150) (508) Profit (loss) before income tax (3,294) (5,736) (3,297) (5,790) Income tax 11 (74) 566 (82) 578 Net profit (loss) (3,368) (5,170) (3,379) (5,212) Other comprehensive income Items that will never be reclassified - - - - to profit or loss Revaluation of property, plant and equipment - - - - Related tax - - - - Items that are or may be reclassified - (2) - - to profit or loss Exchange differences on translation of foreign operations - (2) - - Total other comprehensive income, net of tax - (2) - - Total comprehensive income, net of tax (3,368) (5,172) (3,379) (5,212) (continued on the next page) The notes on pages 12–53 are an integral part of these financial statements. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) Consolidated and separate statement of comprehensive income (continued) Notes Group Company 2023 2022 2023 2022 Net profit (loss) attributable to: The shareholders of the Company (3,368) (5,170) (3,379) (5,212) Non-controlling interest - - - - Total comprehensive income, net of tax, attributable to: (3,368) (5,170) (3,379) (5,212) The shareholders of the Company (3,368) (5,172) - - Non-controlling interest - - - - Profit (loss) per share (3,368) (5,172) (3,379) (5,212) Basic and diluted profit (loss) per share 28 (0.09) (0.13) (0.09) (0.13) The value of comprehensive income of EUR 903 thousand (as at 2022 EUR 890 thousand) was transferred directly to retained earnings, transferring depreciation of revalued assets less deferred income tax, and is disclosed in Note 20 and in the statement of changes in equity of the Company and the Group. The notes on pages 12–53 are an integral part of these financial statements. Managing Director Darius Varnas 29 of April, 2024 Chief of the Accounting and Finance Department Vytautas Adomaitis 29 of April, 2024 5 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 6 Consolidated and separate statement of financial position Group Company As at 31 As at 31 As at 31 As at 31 December December December December Notes 2023 2022 2023 2022 ASSETS Non-current assets Intangible assets 12 876 1,345 876 1,344 Property, plant and equipment 13 10,457 12,080 10,424 12,026 Assests managed under lease right 25 72 84 72 84 Investments into subsidiaries 1 - - 399 424 Total non-current assets 11,405 13,509 11,771 13,878 Current assets Inventories 15 3,314 3,793 3,285 3,790 Trade receivables 16, 29 794 2,025 749 1,965 Prepayments 461 580 461 579 Other amounts receivable 14, 17 97 151 96 151 Cash and cash equivalents 18 291 179 152 17 Total current assets 4,957 6,728 4,743 6,502 Total assets 16,362 20,237 16,514 20,380 (continued on the next page) The notes on pages 12–53 are an integral part of these financial statements. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 7 Consolidated and separate statement of financial position (continued) Group Company As at 31 As at 31 As at 31 As at 31 December December December December Notes 2023 2022 2023 2022 EQUITY AND LIABILITIES Equity Share capital 19 6,736 6,736 6,736 6,736 Legal reserve 20 44 718 - 674 Revaluation reserve of property, plant and equipment 20 5,882 6,785 5,882 6,785 Foreign currency translation reserve (56) (54) - - Retained earnings (loss) (17,577) (15,787) (17,378) (15,576) Equity attributable to equity holders of the Company (4,971) (1,602) (4,760) (1,381) Non-controlling interest - - - - Total equity (4,971) (1,602) (4,760) (1,381) Liabilities Non-current liabilities Grants 21 179 234 179 234 Provisions 22 49 94 49 94 Deferred income tax liability 11 1,137 1,063 1,143 1,061 Non-current borrowings 23 10,194 10,053 10,194 10,053 Non-current employee benefits 24 225 209 204 187 Accrued expenses and other non-current 24 8,191 8,298 8,357 8,464 liabilities Total non-current liabilities 19,975 19,951 20,126 20,093 Current liabilities Current portion of non-current borrowings 23 - 9 - 9 Trade payables 417 835 301 677 Current rent liabilities 25 74 86 74 86 Prepayments received 124 121 94 120 Provisions 22 101 147 101 146 Employees related liabilities 26 540 597 482 546 Other current liabilities 27 102 93 96 84 Total current liabilities 1,358 1,888 1,148 1,668 Total liabilities 21,333 21,839 21,274 21,761 Total equity and liabilities 16,362 20,237 16,514 20,380 The notes on pages 12–53 are an integral part of these financial statements. Managing Director Darius Varnas 29 of April, 2024 Chief of the Accounting and Finance Department Vytautas Adomaitis 29 of April, 2024 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) Consolidated statement of changes in equity Foreign currency Non- Revalua- transla- Retained control- Share Legal tion tion earnings ling Total Notes capital reserve reserve reserve (loss) Total interest equity Balance as at 1 January 2022 6,736 718 7,675 (52) (11,507) 3,570 - 3,570 Profit (loss), not recognized in comprehensive income 20 - - (890) - 890 - - - Net profit (loss) for the year - - - - (5,170) (5,170) - (5,170) Other comprehensive income - - - (2) - (2) - (2) Total comprehensive income - - - (2) (5,170) (5,172) - (5,172) Share capital decrease - - - - - - - - Balance as at 31 December 2022 6,736 718 6,785 (54) (15,787) (1,602) - (1,602) Profit (loss), not recognized in comprehensive income 20 - - (903) - 902 (1) - (1) Net profit (loss) for the year - - - - (3,368) (3,368) - (3,368) Other comprehensive income - - - (2) 2 - - - Total comprehensive income - - - (2) (3,366) (3,368) - (3,368) Share capital decrease - - - - - - - - Other changes - (674) - - 674 - - - Balance as at 31 December 2023 6,736 44 5,882 (56) (17,577) (4,971) - (4,971) The notes on pages 12–53 are an integral part of these financial statements. Managing Director Darius Varnas 29 of April, 2024 Chief of the Accounting and Finance Department Vytautas Adomaitis 29 of April, 2024 8 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 9 Separate statement of changes in equity Notes Share capital Legal reserve Revaluation reserve Retained earnings (loss) Total Balance as at 1 January 2022 6,736 674 7,675 (11,254) 3,831 Profit (loss), not recognized in comprehensive income 20 - - (890) 890 - Other changes - - - - - Net profit (loss) for the year - - - (5,212) (5,212) Other comprehensive income (expenses) - - - - - Total comprehensive income - - - (5,212) (5,212) Share capital decrease - - - - - Balance as at 31 December 2022 6,736 674 6,785 (15,576) (1,381) Profit (loss), not recognized in comprehensive income 20 - - (903) 903 - Other changes - - - - - Net profit (loss) for the year - - - (3,379) (3,379) Other comprehensive income - - - - - Total comprehensive income - - - (3,379) (3,379) Share capital decrease - - - - - Other changes - (674) - 674 - Balance as at 31 December 2023 6,736 - 5,882 (17,378) (4,760) The notes on pages 12–53 are an integral part of these financial statements. Managing Director Darius Varnas 29 of April, 2024 Chief of the Accounting and Finance Department Vytautas Adomaitis 29 of April, 2024 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 10 Consolidated and separate statement of cash flows Group Company Cash flows from (to) operating activities Notes 2023 2022 2023 2022 Net result for the year (3,368) (5,170) (3,379) (5,212) Adjustments for non-cash items: Depreciation and amortisation 1,872 1,909 1,848 1,893 Grants (related to assets) (55) (55) (55) (55) Income tax expense (income) 74 (566) 82 (578) Depreciation of investments in subsidiaries - - 25 - Write-off of non-current assets 285 240 283 239 Impairment allowance for trade receivables and inventories 149 562 146 565 Change in provisions (91) (59) (90) (57) Interest income (2) (2) (2) (2) Interest expenses 141 502 141 502 Elimination of other non-cash items - - - - Changes in working capital: (995) (2,639) (1,001) (2,705) (Increase) decrease in inventories 347 2,287 371 2,275 (Increase) decrease in trade and other receivables 1,387 1,734 1,377 1,724 Increase (decrease) in trade and other payables (554) (41) (544) (15) Advance income tax returned (paid) - - - - Net cash flows from operating activities 185 1,341 203 1,279 Cash flows from (to) investing activities (Acquisition) of property, plant and equipment (24) (54) (21) (81) (Acquisition) of intangible assets (28) (265) (28) (264) Interest received - - - - Loan recovery - - - - Others - - - - Lending/ Provision of loans - - - - Net cash flows from investing activities (52) (319) (49) (345) (continued on the next page) The notes on pages 12–53 are an integral part of these financial statements. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 11 Consolidated and separate statement of cash flows (continued) Group Company Notes 2023 2022 2023 2022 Cash flows from (to) financing activities Proceeds from non-current borrowings and other financial sources - - - - Interest (paid) - (83) - (83) (Repayment) of borrowings (9) (864) (9) (864) Grants received - - - - Lease payments (12) (25) (12) (25) Net cash flows from (to) financing activities (21) (972) (21) (972) Net increase (decrease) in cash and cash 112 50 133 (38) equivalents Effect of currency exchange rate on the balance of cash - - 2 2 Cash and cash equivalents at the beginning 179 129 17 53 of the year Cash and cash equivalents at the end of the year 18 291 179 152 17 The notes on pages 12–53 are an integral part of these financial statements. Managing Director Darius Varnas 29 of April, 2024 Chief of the Accounting and Finance Department Vytautas Adomaitis 29 of April, 2024 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 12 Notes to the financial statements 1. General information Snaigė AB (hereinafter “the Company”) is a public company registered in the Republic of Lithuania. Legal status of the Company at the reporting date – under restructuring (Note 33). The address of its registered office is as follows: Pramonės str. 6, Alytus, Lithuania. The Company is engaged in production of refrigerators, freezers and metal products. The Company was registered on 1 April 1963. The Company’s shares are traded on the Baltic Secondary List of the NASDAQ OMX Vilnius stock exchange. As at 31 December 2023 and 2022 the shareholders of the Company were: 2023 2022 Number of Ownership Number of Ownership shares held (in shares held (in thousand units) share thousand units) share SEKENORA HOLDINGS LIMITED 36,096 91.10% UAB EDS INVEST 3 36,096 91.10% Other shareholders 3,526 8.90% 3,526 8.90% Total 39,622 100% 39,622 100% All the shares of the Company are ordinary shares with the par value of EUR 0.17 (EUR 0.17 in 2022) each and were fully paid as at 31 December 2023 and 2022 (Note 19). As at 31 December 2023 and 2022, the Company did not hold its own shares. As at 31 December 2023, the Group had 332 employees, and Company had 308 employees (as at 31 December 2022, 397 and 372 correspondingly). As at 31 December 2023, the Board of the Company consisted of 4 members (in 2022 it consisted of 3 members). The board does not have representatives of Snaigė AB. Members of the Board are disclosed in the consolidated annual report. The Group consisted of Snaigė AB and the following subsidiaries as at 31 December 2023 (hereinafter “the Group”): Shareholder Cost of Percentage of Profit (loss) for s’ equity investment (EUR the shares held the reporting year (EUR Company Country thousand) by the Group (EUR thousand) thousand) Snaige Ukraina TOB Ukraine 26 99% 2 Almecha UAB Lithuania 398 100% (15) 202 Total 424 The Group consisted of SNAIGĖ AB and the following subsidiaries as at 31 December 2022 (hereinafter “the Group”): Shareholder Cost of Percentage of Profit (loss) for s’ equity investment (EUR the shares held the reporting year (EUR Company Country thousand) by the Group (EUR thousand) thousand) Snaige Ukraina TOB Ukraine 26 99% 13 Almecha UAB Lithuania 398 100% 43 217 Total 424 Snaige Ukraina TOB (Kiev, Ukraine) was established in 2002. Since the acquisition in 2002, the Company holds 99% shares of this subsidiary. The subsidiary provides sales and marketing services in the Ukrainian market. Taking into account that TOB Snaige Ukraine has no economic activity, no assets, no known net realisable value and no foreseeable future economic activity and future cash inflows, a full impairment of financial assets (EUR 26 thousand) has been made, and the company has not been consolidated in the consolidated financial statements of AB "Snaige". Almecha UAB (Alytus, Lithuania) was established on 9 November 2006. The main activities of the company are production of refrigerating components and equipment. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 13 The Group’s and the Company’s management approved these financial statements on 29 April 2024. The shareholders of the Company have a statutory right to either approve these financial statements or not approve them and require the management to prepare a new set of financial statements. 2. Accounting principles The principal accounting policies adopted in preparing the Group’s and the Company’s financial statements for 2023 are as follows: 2.1. Basis of preparation of the financial statements The financial statements of the Company and the are prepared in accordance with International Financial Reporting Standards (IFRS) that have been adopted for use in the European Union. Due to the rounding of individual amounts to thousands of euros in the tables, the figures may not coincide; such rounding errors are insignificant in these financial statements. These financial statements are prepared under the historical cost convention, except for property, plant and equipment, which are carried at revalued amounts. Adoption of new and/or changed IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations Application of the Conceptual Framework to International Financial Reporting Standards (IFRS) In the current year, the Company and the Group has adopted all of the new and revised Standards and Interpretations that are relevant to its operations and effective for accounting periods beginning on 1 January 2023. (a) Standards, amendments and interpretations effective on or after 1 January 2023. New standards, amendments and interpretations that are not effective for the period beginning 1 January 2023 and that have not been previously adopted in the preparation of these financial statements are set out below: Amendments to IFRS 17 and IFRS 4: Deferral of the effective date of IFRS 17 and IFRS 9 for insurers (published on 25 June 2020, effective from 1 January 2023) The amendments to IFRS 17 shall be applied retrospectively for financial years beginning on or after 1 January 2023, although earlier application is permitted. The amendments are intended to assist entities in applying this standard. In particular, the amendments are designed to reduce costs by simplifying the application of some of the requirements of the standard, simplifying the interpretation of financial results and the transition to the application of the standard by delaying the effective date to 2023 and by providing an additional exemption that can be used for the first-time application of IFRS 17. The amendments to IFRS 4 change the expiry date of the temporary exemption from IFRS 9 Financial Instruments in IFRS 4 Insurance Contracts, after which entities would be required to apply IFRS 9 in financial years beginning on or after 1 January 2023. Management has assessed that the application of these amendments will have no impact on the financial statements of the Group and the Company. IFRS 17 "Insurance Contracts" (published on 18 May 2017, effective from 1 January 2023 but not before EU endorsement). The Standard shall be applied for annual periods beginning on or after 1 January 2021, although earlier application is permitted if IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments are also applied. At its meeting in March 2020, the Board decided to postpone the effective date to 2023. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts entered into. It also requires similar principles to apply to existing reinsurance contracts and investment contracts with elements of discretionary participation. The aim is to ensure that entities report relevant information in a way that gives a fair presentation of those transactions. On the basis of such information, users of financial statements can assess the impact of such transactions on the entity's financial position, financial performance and cash flows when IFRS 17 is applied. This standard will not have an impact on the financial position or performance of the Group and the Company because the Group and the Company do not provide insurance services. Amendments to IAS 12 Income Taxes - Deferred Tax on Assets and Liabilities arising from a Single Transaction (published on 7 May 2021, effective from 1 January 2023) SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 14 The amendments require entities to recognise deferred tax on transactions that create equal amounts of taxable and deductible temporary differences at the time of initial recognition. The amendments are effective for financial years beginning on or after 1 January 2023. Amendments to IAS 1 Presentation of Financial Statements and IFRS 2 Statement of Practice Disclosure of Accounting Policies (Amendments) (published on 12 February 2021, effective from 1 January 2023) The amendments are effective for annual periods beginning on or after 1 January 2023. Earlier application is permitted. The amendments provide guidance for making significant accounting policy disclosure decisions. It should be noted that the amendments to IAS 1 replace the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material' accounting policies. In addition, the statement of practice provides guidance and an example to support the application of the concept of materiality in deciding whether to disclose an accounting policy. Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and mistakes - Definition of Accounting Estimates (published on 12 February 2021, effective from 1 January 2023) The Amendments introduce a new definition of accounting estimates, which are defined as monetary amounts reported in the financial statements that are subject to measurement uncertainty. The Amendments also clarify which and how changes in accounting estimates differ from changes in accounting policies and corrections of mistakes. The amendments, which are effective for financial years beginning on or after 1 January 2023 (earlier application is permitted), apply to changes in accounting policies and accounting estimates that occur in that period or thereafter. (b) Standards and amendments to standards that have been endorsed but have not yet entered into force and have not been applied in advance Amendments to IAS 1 - Classification of Liabilities as Current or Non-current (published on 23 January 2020, effective from 1 January 2024). The amendments aim to promote consistent application of the requirements by helping companies to decide whether debts and other liabilities with an uncertain settlement date should be classified as current or non-current in the statement of financial position. The amendments affect the presentation of liabilities in the statement of financial position and do not change the existing requirements relating to the measurement or recognition of assets, liabilities, income or expenses and the information that entities disclose about those items. The amendments also clarify the requirement to classify debts when an entity may settle such debts using its own equity instruments. Management has not yet assessed the impact of applying these amendments. Amendments to IAS 1 on non-current liabilities with additional requirements (published on 31 October 2022, effective from 1 January 2024): Changes in the requirements for classifying liabilities as current or non-current, and in the way in which the Company classifies debt and other financial liabilities as current or non-current, or in certain circumstances: only the additional requirements that the Company is required to comply with at or before the date of the financial statements have an impact on the classification of a liability as current or non-current. In addition, an entity shall disclose in the notes information that enables users of the financial statements to understand the risk that non-current liabilities with additional requirements may become repayable within twelve months. The amendments are effective for financial years beginning on or after 1 January 2024. The amendments shall be applied retrospectively in accordance with IAS 8; earlier application is also permitted. Management has not yet assessed the impact of applying these amendments. Amendments to IFRS 16 'Lease Liability on Sale and Leaseback', as amended, which clarifies how a seller-lessee subsequently measures sale and leaseback transactions that meet the requirements of IFRS 15 to be accounted for as a sale (published on 22 September 2022, effective from 1 January 2024). The amendment to IFRS 6 on the sale and leaseback of a lease liability, which requires the seller-lessee to subsequently measure the lease liability arising from the leaseback so that it does not recognise any amount of gain or loss in respect of its right-of-use remains. The new requirements do not prohibit a vendor-lessee from recognising in profit or loss any gain or loss arising on the partial or complete termination of a lease. The amendments are effective for financial years beginning on or after 1 January 2024. Earlier application is also permitted. For sale and leaseback transactions entered into after the date of initial application, a vendor-lessee shall apply the amendments retrospectively in accordance with IAS 8 Accounting policies, changes in accounting estimates and mistakes. Management has not yet assessed the impact of applying these amendments. Amendments to IAS 7 and IFRS 7 - Vendor Financing Arrangements (published in May 2023, effective from 1 January 2024, possible early adoption): Supplier financing arrangements supplement IAS 7 Statement of Cash Flows by requiring an entity to disclose additional information about supplier financing arrangements. The amendments also add supplier financing arrangements as a model liquidity risk disclosure requirement in IFRS 7 Financial Instruments: Disclosures. The EU has not yet endorsed these amendments. Management has not yet assessed the impact of applying these amendments. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 15 Amendments to IAS 21 - Temporary non-interchangeability of currencies (published in August 2023, effective from 1 January 2025, early adoption possible): Cases where the exchange of one currency for another is temporarily not possible complements IAS 21 The Effects of Changes in Foreign Exchange Rates and requires an entity to use a consistent approach to assess whether a currency is exchangeable for another currency, and, when the exchange of one currency for another is temporarily not possible, to determine the exchange rate to be used and to disclose the information. The EU has not yet endorsed these amendments. Management has not yet assessed the impact of applying these amendments. 2.2. Going concern These financial statements for the year 2023 have been prepared on the assumption that the Group and the Company will be able to continue as a going concern for a period of not less than one year, evaluating the following assumptions and risks: - To finance working capital, the Company plans successful sales of finished products and to continue cooperation only with reliable partners. Debts to suppliers are planned to be reduced from free circulating funds. - In the opinion of the Company's and the Group's management, the impact of the military conflict in Ukraine which began at the end of February 2022 (Note 32) is significant but not critical. Although, due to this conflict, the sale of the Company's products in one of the largest markets (Ukraine) was temporarily stopped and is now limited, new product groups and the Company's active actions will offset the negative impact of the war in other markets. War- related sanctions do not apply to the company or its managers or shareholders. - The Company's negative operating results and the related liquidity challenges caused by the increase in prices of raw materials and energy resources and the decline in consumption expectations due to the war in Ukraine are temporary, and the management of the Company and the Group expects to overcome them with the available resources. Not wishing to risk the future of a viable and potential Company, and in order to secure the jobs and social security of its employees, the management of the Company decided to initiate a process of restructuring of the Company (Note 33). Management agrees that the above assumptions are affected by significant uncertainties that could cast significant doubt upon the Company's ability to continue as a going concern, which would prevent the Company from realizing its assets and meeting its obligations in the ordinary course of business. Nevertheless, and given the significant uncertainties, management expects the Company to have sufficient resources to continue as a going concern in the foreseeable future. Therefore, the Company has continued to apply the going concern principle in preparing these financial statements 2.3. Presentation currency The Group’s financial statements are presented in the currency of the European Union, the euro (EUR), which is the Company’s functional and the Group’s and the Company’s presentation currency. Transactions in foreign currencies are initially recorded at the foreign currency exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the statement of financial position date. All differences are included in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as of the date of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign entity and translated at the rate of exchange ruling at the statement of financial position date. The functional currency of a foreign entity Snaige Ukraina, TOB, is Ukrainian hryvnia (UAH). As at the reporting date, the assets and liabilities of this subsidiary are translated into the presentation currency of Snaigė AB (EUR) at the rate of exchange at the statement of financial position date and their items of the statement of profit or loss and other comprehensive income are translated at the average monthly exchange rates for the reporting period. The exchange differences arising on the translation are stated in other comprehensive income. On disposal of a foreign entity, the deferred cumulative amount recognised in the shareholders’ equity caption relating to that particular foreign operation is transferred to profit or loss. The performance results of the subsidiaries the control of which is lost are presented in the consolidated financial statements only for the period when control belonged to the Group. The applicable exchange rates in relation to euro as at the 31 December 2023 and 2022 were as follows: 31 December 2023 31 December 2022 UAH 42.30294 39.34128 USD 1.1050 1.0666 All amounts in these financial statements are in EUR thousand unless otherwise stated. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 16 2.4. Use of estimates in the preparation of financial statements The preparation of the financial statements in accordance with IFRS, as adopted by the European Union, requires the management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. The results of the estimates and assumptions form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from the estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are reviewed if they affect only this period, or in the period in which the estimates are reviewed and any future periods if they affect both the review and future periods. The significant areas of estimation used in the preparation of these financial statements relate to the fair value of property, plant and equipment, estimated useful life time of the property, plant and equipment, recoverability of loans provided to the shareholder and provisions related to guarantees and warrantees. Fair value of the property, plant and equipment Fair value of property, plant and equipment was determined by independent valuators, and management used this valuation as sufficient basis for asset revaluation. The significant unobservable inputs used in the fair value determination are disclosed in Note 13. Useful life of property, plant and equipment The main assumptions when evaluating useful life of property, plant and equipment are: the intensity of use and tear of property, plant and equipment. Technical staff evaluated property, plant and equipment and indicated expected time of further usage, and new, longer depreciation terms were applied together with assets revaluation. Provisions Recognition of provisions requires estimate of the probable outflow of economic benefits and defining the best estimate of the expenditure required to settle the present obligation at the end of reporting period. The Group and the Company estimate at the end of the reporting period if they have the present obligation from the past event, that should be registered as a liability as at the end of reporting period. Warrantees The warranty provision relates primarily to production sold in 2023 and 2022, with a 2-year warranty from 2017 and a 5-year warranty for promotional products. The provision is estimated on the basis of historical data related to the products. Future events may occur which may cause the assumptions used in arriving at the estimates to change. The effect of any changes in estimates will be recorded in the financial statements, when determinable. 2.5. Consolidation and Business Combinations Business combinations are accounted for using the acquisition method. Acquisition cost is determined by adding the fair value of the consideration at the date of acquisition and the amount of the non-controlling interest in the acquiree if any. For each business acquisition, the acquirer shall measure the non-controlling interest in the acquiree either at fair value or in proportion to the identifiable net assets of the acquiree. Acquisition costs incurred are written off to administrative costs. If the business combination is carried out in stages, the acquirer's previously held interest in the acquiree is measured at fair value at the acquisition date through the statement of comprehensive income. The contingent consideration that the acquirer will have to pay is recognized at fair value at the acquisition date. Subsequent valuations of the contingent consideration that is treated as an asset or liability will be recognized at fair value in accordance with IFRS 9: either through profit/loss or as a change in other comprehensive income. If the contingent consideration is classified as equity, it is not reassessed and its subsequent payment is accounted for in equity. Goodwill is recognized at cost and is equal to the amount by which the total consideration, including the amount of the non- controlling interest recognized, exceeds the net amount of the assets and liabilities acquired. If this consideration is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized in the statement of comprehensive income. After initial recognition, goodwill is measured at cost less any accumulated impairment losses, and the date of the financial statements is then assessed for impairment. 2.6. Investments in subsidiaries Investments in subsidiaries are stated in the separate statement of financial position of the Company at cost less impairment. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 17 The acquisition cost is equal to the fair value of the consideration paid. An assessment of the carrying amount of an investment for impairment is made when events or changes in circumstances indicate that the carrying amount of the investment may exceed its recoverable amount. In such circumstances, the Company assesses the return on investment. If the carrying amount of an investment exceeds its recoverable amount, the investment is written down to its recoverable amount (the higher of fair value less costs to sell and value in use). Impairment is recognized in profit or loss under finance costs. Profit (loss) from disposal of investments is accounted for in profit or loss under financing activities. 2.7. Intangible assets, except for goodwill Intangible assets are measured initially at cost. Intangible assets are recognised if it is probable that future economic benefits that are attributable to the asset will flow to the Group and the Company and the cost of asset can be measured reliably. After initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets are amortised on a straight-line basis over their estimated useful lives (1–8 years). The useful lives and amortisation method are reviewed annually to ensure that they are consistent with the expected pattern of economic benefits from items in intangible assets other than goodwill. Research and development Research costs are expensed as incurred. Development expenditure on individual projects is recognised as an intangible asset when the Group and the Company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, their intention to complete and their ability to use or sell the asset so that the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during development. Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit. Amortization periods from 1 to 8 years are applied. During the period of development, the asset is tested for impairment annually. Licenses Amounts paid for licences are capitalised and amortised over their validity period. Software The costs of acquisition of new software are capitalised and treated as an intangible asset if these costs are not an integral part of the related hardware. Software is amortised over a period not exceeding 3 years. Costs incurred in order to restore or maintain the future economic benefits that the Group and the Company expect from the originally assessed standard of performance of existing software systems are recognised as an expense when the restoration or maintenance work is carried out. The Company and the Group have no intangible assets with indefinite useful lifetime. 2.8. Property, plant and equipment, investment property Property, plant and equipment are shown at revalued amount, being the fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are made with sufficient regularity such that the carrying amount does not differ materially from that which is determined using fair value at the date of statement of financial position. The fair value of the property, plant and equipment is determined by appraisals undertaken by certified independent valuators. Any accumulated depreciation and impairment losses at the date of revaluation were eliminated against the gross carrying amount of the asset, instead the historical acquisition cost was increased by the surplus of the revaluation. Increases in the carrying amount arising on revaluation of property, plant and equipment are credited to other comprehensive income and shown as revaluation reserve in shareholders’ equity. The revaluation reserve for property, plant and equipment is being reduced each period by the difference between depreciation based on the revalued carrying amount of the asset and that based on its original cost, which is transferred directly to retained earnings. The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Decreases that offset previous increases of the same asset are charged to other comprehensive income and debited against revaluation reserve in equity; all other decreases are charged to the profit or loss. Revaluation increases that offset previous decreases charged to the profit or loss are recognised in the profit or loss. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 18 Each year the difference between depreciation based on the revaluated carrying amount of the asset charged to the profit or loss, and depreciation based on the asset’s original cost is transferred from revaluation reserve to retained earnings net of deferred income tax. Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the profit or loss during the financial period in which they are incurred. Depreciation is computed on a straight-line basis over the following estimated useful lives from 1 October 2016: Buildings and structures (incl. investment property) 15–73 years, Machinery and equipment 5–63 years, Vehicles 4–20 years, Other property, plant and equipment 3–30 years. Weighted average useful lives from 1 October 2016 are as follows: Buildings and structures (incl. investment property) 55 years, Machinery and equipment 21 years, Vehicles 16 years, Other property, plant and equipment 12 years. The asset's carrying amounts, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end. Gains and losses on disposal are determined by comparing the proceeds with the carrying amount of property, plant and equipment and are recognised within other income or other expenses in the statement of comprehensive income. When revalued assets are sold, the amounts included in revaluation reserve are transferred to retained earnings. Borrowing costs that are directly attributable to the acquisition, construction or production of non-current assets are capitalised, otherwise – expensed as incurred. No borrowing costs were capitalised in 2023 and 2022. 2.9. Inventories Inventories are valued at the lower of cost or net realisable value, after write-down of obsolete and slow moving items. Net realisable value is the selling price in the ordinary course of business, less the costs of completion, marketing and distribution. Cost is determined by the first-in, first-out (FIFO) method. The cost of finished goods and work in progress includes the applicable allocation of fixed and variable overhead costs based on a normal operating capacity. Unrealisable inventory is fully written-off. 2.10. Cash and cash equivalents Cash and cash equivalents are carried at par value. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and in a bank, demand deposits with banks and other highly liquid short-term investments with original maturities of up to 3 months. 2.11. Financial assets and financial liabilities IFRS 9 Financial Instruments A financial instrument is any contract that gives rise to a financial asset to one entity and a financial liability or equity instrument to another. a) Financial assets Initial recognition and evaluation: Financial assets are initially allocated at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss. Assigning financial assets at initial recognition depends on the contractual cash flow characteristics of the financial asset and the Group/Company's business model that defines the management of the financial asset. Except for trade receivables and contract assets that do not have a significant funding component, the Group/Company recognizes financial assets at SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 19 fair value through initial recognition plus, when financial assets are not measured at fair value through profit or loss, transaction costs. Trade receivables and contract assets that do not include a significant funding component are measured at the transaction price determined in IFRS 15. For a financial asset to be designated and measured at amortized cost or fair value through other comprehensive income, the cash flows arising from the financial asset should be only principal and interest payments (SPPI) on the principal uncovered amount. This assessment is called the SPPI test and is performed for each financial instrument. The Group/Company's financial asset management model specifies how the Group/Company manages its financial assets to generate cash flows. The business model determines whether cash flows will be generated by collecting contractual cash flows, by selling this financial asset or by using both options. Ordinary purchases or sales of financial assets are recognized on the trade date, i.e. the date the Group/Company undertakes to purchase or sell the financial asset. Subsequent evaluation After initial recognition, the Company/Group assesses financial assets: a) Amortized cost (debt financial instruments); b) At fair value through other comprehensive income when the cumulative gain or loss after the derecognition is transferred to profit or (loss) (debt financial instruments). As of 31 December 2023, and 2022, the Group/Company did not have such instruments; c) Fair value through other comprehensive income when the cumulative gain or loss on discontinuance is not transferred to profit or (loss) (equity). As of 31 December 2023, and 2022, the Group/Company did not have such instruments; d) At fair value through profit or loss. Financial assets at amortized cost (debt financial instruments) The Group/Company assesses financial assets at amortized cost if both of the following conditions are met: i) Financial assets are considered to be a business model designed to hold financial assets to collect contractual cash flows; and ii) Due to contractual terms of financial assets, cash flows that occur only on the principal amount and on the principal outstanding amount may arise on specified dates. Financial assets at amortized cost are subsequently measured using the effective interest rate method (EIR) less impairment losses. Gains and losses are recognized in the statement of comprehensive income when the asset is derecognised, the asset is replaced or impaired. The Group/Company's financial assets at amortized cost include trade receivables, other current and non-current receivables, loans issued, and assets arising from customer contracts (if any). Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for trading, financial assets classified as at fair value through profit or loss, or financial assets at fair value through initial recognition. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near future. Derivatives, including segregated embedded derivatives, are also classified as held for trading unless they are classified as effective hedging instruments (in accordance with IFRS 9). Financial assets related to cash flows that are not only principal and interest payments are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria described above, under which debt instruments are classified as amortized cost or fair value through other comprehensive income, debt instruments may be classified as at fair value through profit or loss at initial recognition if it eliminates or significantly reduces accounting inconsistencies. Financial assets are carried at fair value through profit or loss in the statement of financial position at fair value through profit or loss in the statement of comprehensive income. Impairment of financial assets In accordance with IFRS 9, the Group/Company generally recognizes expected credit loss (ECL) for all debt instruments that are not measured at fair value through profit or loss. The ECL is based on the difference between the contractual receivables and cash flows expected to be received by the Group/Company, discounted at an approximate initial effective interest rate. ECL is recognized in two stages. For credit exposures whose credit risk on initial recognition is not materially increased, ECL is calculated for credit losses arising from default events occurring within the next 12 months (12-month ECL). For those credit exposures that have significantly increased their credit risk from initial recognition, the impairment loss is formed for the amount of credit losses expected during the remaining life of the credit exposure, irrespective of the maturity (ECL). SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 20 (a) Evaluation of impairment of trade receivables The Group/Company uses the simplified method for calculating ECL for trade receivables and assets arising from contracts with customers. Therefore, the Group/Company does not observe changes in credit risk but recognizes impairment for each financial statement date on the basis of the validity of the ECL. The Group/Company has created a matrix of expected loss rates based on historical credit loss analysis and adjusted to reflect future factors specific to debtors and the economic environment. The Group/Company considers that the debtor has failed to fulfil its obligations relating to financial assets if the contractual payments are overdue, or when there are indications that the debtor or group of debtors are experiencing severe financial difficulties, default (principal or interest), that they will initiate bankruptcy or reorganization procedures, and in cases where the observed data suggest a reduction in future cash flows, such as changes in the past due to arrears or changes in economic conditions that correlate with default. Financial assets are derecognised when there is no reasonable expectation of recovering contractual cash flows. The Company/Group also calculates impairment individually by assessing the debt position separately by the debtor. The Company has determined that the average level of historically unpaid bad debts is less than 0% of its outstanding debt. For this reason, and having assessed future estimates, the Company has not changed the principles for calculating the current loss matrix. b) Evaluation of impairment of loans granted The Company grants loans to Group companies with a maturity term as disclosed in Note 14. In the case of a loan, in general, the expected credit loss for 12 months is assessed and accounted for. In subsequent reporting periods, in the absence of a significant increase in the credit risk associated with the debtor, the Company adjusts the balance of 12-month expected credit loss on the outstanding loan amount outstanding at the valuation date. Having determined that the debtor’s financial situation has significantly deteriorated compared to the situation at the time of the loan, the Company accounts for all expected credit losses during the loan term. b) Financial liabilities Initial recognition and evaluation: Financial liabilities at initial recognition are classified as financial liabilities at fair value through profit or loss, loan receivables and payables. All financial liabilities at initial recognition are recognized at fair value and, for loans and receivables, less directly attributable transaction costs. The Group/Company's financial liabilities include trade and other payables, loans received, including bank overdrafts and financial leasing liabilities, and financial derivatives. Subsequent evaluation The measurement of financial liabilities depends on their classification as described below. Financial liabilities are carried at fair value through profit or loss Financial liabilities carried at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated at fair value through profit or loss at initial recognition valuating through profit or loss. Financial liabilities are classified as held for trading if they are held for repurchase purposes in the near future. This category also contains derivatives of Group/Company, not classified as hedge derivatives under IFRS 9. Individual embedded derivatives are also classified as held for trading unless they are classified as effective hedging instruments. Gains or losses arising from financial liabilities held for trading are recognized in the statement of comprehensive income. Loans received and other amounts due After initial recognition, loans and other payables are carried at amortized cost using the effective interest rate method (EIR). Gains and losses are recognized in the statement of comprehensive income when the liabilities are derecognised or amortized. Amortized cost is calculated by reference to the discount or premium on the acquisition, as well as taxes or costs that are an integral part of the EIR. EIR amortization is included in financial expenses in the statement of comprehensive income. Coverage of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is an enforceable right to settle the amounts recognized and is intended to be settled net, i.e. to realize the assets and fulfil their obligations at the same time. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 21 Derecognition of financial assets and financial liabilities Financial asset A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised (i.e. it is derecognised from the financial statements of the Group/Company) when: i) the contractual rights to the cash flows of the financial asset expire; or ii) the Group/Company transfers the contractual rights to receive cash flows from financial assets; or assumes the obligation to pay all cash flows received to the third party without a significant delay in the transfer agreement; or (b) the Group/Company neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, but disposes of control of that financial asset. Financial liabilities A financial liability is derecognised when it is settled, cancelled or expires. When one existing financial liability is replaced by another liability to the same lender but in other circumstances, or when the terms of an existing obligation are substantially changed, such a change is considered to be a termination of the original liability and a new liability occurs. The difference between the respective carrying amounts is recognized in the statement of comprehensive income. 2.12. Authorized capital (a) Ordinary shares Ordinary shares are stated at their nominal value. The amount by which the consideration received for the shares sold exceeds their nominal value is recognized as share premium. Additional external costs directly related to the issue of new shares are accounted for by reducing the share premium. (b) Own shares When the Company or its subsidiaries acquire the Company's equity, the consideration paid, including any additional external costs attributable to it, is deducted from equity as own shares until they are sold, reissued or cancelled. No gain or loss on the sale, issue or cancellation of own shares is recognized. If such shares are subsequently sold or reissued, the consideration received is recorded in the consolidated financial statements as a change in equity. (c) Mandatory reserve The legal reserve is mandatory under the laws of the Republic of Lithuania. Annual transfers of 5%. The net result is required until the reserve reaches 10% of the authorized capital. The legal reserve cannot be used to pay dividends, and it is determined only to cover future losses. (d) Revaluation reserve The revaluation reserve is recognized in other comprehensive income and is included in the revaluation reserve in equity. In cases where the revalued amount of the revalued asset exceeds the carrying amount of that asset and previously recognized an impairment loss on that asset in the statement of comprehensive income as a loss, the revaluation increase in excess of previous depreciation is recognized in the statement of comprehensive income as profit. If, after the reversal, the revaluation surplus is still present, it is accounted for as other comprehensive income in the statement of comprehensive income (and in the statement of financial position in equity). The revaluation of revalued assets equivalent to the depreciation of the revalued assets of the current year on the revalued amount is carried forward to retained earnings in the statement of changes in equity at the end of the financial year. When transferring or reversing revalued assets, the related revaluation surplus is transferred to retained earnings in the statement of changes in equity. (e) Reserve for own shares This reserve is created on the basis of the shareholders' decision to acquire their own shares. (f) Foreign exchange translation reserve Foreign currency translation reserve is formed by currency translation differences arising from the consolidation of financial statements of foreign subsidiaries. Currency translation differences in the consolidated financial statements are recognized in equity until the investment is sold. When the relevant asset is sold, the cumulative revaluation surplus is recognized as income or expense in the same period in which the gain or loss on sale is recognized. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 22 2.13. Lease (a) the Company and the Group is the lessee Policy, adopted from 1 January 2019. At the beginning of the contract, the Company and the Group assess whether the contract is a lease or includes a lease. This means assessing whether the contract confers a right to manage the use of the identified asset for a period of time in return for remuneration. The Company and the Group apply a single recognition and measurement method to all leases, except for short-term and low-value leases. The Company and the Group recognize a lease obligation to pay lease payments and a right-of-use asset that entitles the holder to use the leased asset. Assests managed under lease right The Company and the Group recognize the right-of-use asset at the inception date (ie the date from which the underlying asset is available for use). Assets held under usable rights are carried at cost less any accumulated depreciation and any accumulated impairment losses. The cost of an asset held for use includes the amount of the initial measurement of the lease liability, the initial direct costs, the lease payments at or before the inception date, less any lease incentives received. Depreciation is calculated on a straight-line basis over the lease term or over the estimated useful lives of the assets, whichever is shorter: Land 58 years Vehicles 3 years If the ownership of the leased property is transferred to the Company and the Group before the end of the lease term or if the price of the asset managed by the right of use indicates that the lessee will exercise the call option, depreciation is calculated based on the estimated useful life of the asset. Assets held for use are also assessed for impairment. Lease obligations At the beginning date, the Company / Group recognizes lease liabilities at the present value of the lease payments due during the lease term. Lease payments include fixed payments (including equivalent payments) less any rental incentives receivable, variable rents that depend on an index or rate, and amounts that would be payable under residual value guarantees. Such lease payments also include the exercise price of the call option if it is reasonably known that the Company / Group will exercise that option, and penalties for terminating the lease if it is assumed that the Company / Group will exercise the option to terminate the lease during the lease term. Variable lease payments that are independent of an index or a rate are recognized as an expense (unless they are incurred to produce inventories) in the period in which the event occurs or the condition that gives rise to the tax arises. In calculating the present value of the lease payments, the Company / Group applies the borrowing rate accrued at the beginning of the lease, as the interest rate specified in the lease cannot be readily determined. After the commencement date, the amount of the lease liability is increased by the estimated interest and the amount of lease payments paid is reduced. In addition, the carrying amount of a lease is remeasured if certain adjustments are made, the lease term or lease payments change (for example, changes in future lease payments due to a change in the index or rate used to determine such lease payments) or a change in the option to purchase the lease. evaluation. Short-term and low-value property lease The Company and the Group apply the recognition exemption to their current assets (i.e. leases with a term of less than 12 months at the inception date that do not include an option to purchase the asset). It also observes this exception by recognizing the lease of low-value assets consisting of office inventory. Lease payments for short-term and low-value assets are recognized as an expense on a straight-line basis over the lease term. b) Lease – the Company and the Group are the lessee or the lessor As a lessor, the Company and the Group determine at the beginning of a lease whether the contract is a finance lease or an operating lease. If the Company and the Group determine that substantially all the risks and rewards of ownership of a leased asset are transferred under a lease, it classifies the lease as a finance lease. Leases under which the Company and the Group do not transfer substantially all the risks and rewards incidental to ownership of a leased asset are classified as operating leases. Lease income is recognized on a straight-line basis over the term of the lease and is recognized in the statement of comprehensive income on a straight-line basis over the term of the lease. Initial direct costs incurred in negotiating and arranging a lease shall be included in the carrying amount of the leased asset and recognized as an expense over the lease term on the same basis as the lease income. Contingent contributions are recognized as income in the period in which they are earned. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 23 The Group's accounting policies as a lessee for the comparative period did not differ from the requirements of IFRS 16. 2.14. Grants and subsidies Grants and subsidies (hereinafter “the grants”) received in the form of non-current assets or intended for the purchase, construction or other acquisition of non-current assets are considered as asset-related grants (mainly received from the EU and other structural funds). Assets received free of charge are also allocated to this group of grants. The amount of the grants related to assets is recognised in the financial statements as used in parts according to the depreciation of the assets associated with this grant. In profit or loss, a relevant expense account is reduced by the amount of grant amortisation. Grants received as a compensation for the expenses or unearned income of the current or previous reporting period, also, all the grants, which are not grants related to assets, are considered as grants related to income. The income-related grants are recognised as used in parts to the extent of the expenses incurred during the reporting period or unearned income to be compensated by that grant. 2.15. Provisions Provisions are recognised when the Group and the Company have a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The provisions are reviewed at each date of the statement of financial positions and adjusted in order to present the most reasonable current estimate. If the effect of the time value of money is material, the amount of provision is equal to the present value of the expenses, which are expected to be incurred to settle the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as interest expenses. 2.16. Employee benefits (a) Social security contributions The Company and the Group pay social security contributions to the State Social Insurance Fund (hereinafter referred to as the Fund) for its employees in accordance with the defined contribution plan and in accordance with the requirements of national law. The defined contribution plan is a plan by which the Company and the Group pays a fixed contribution and will in the future have no legal or constructive obligation to continue to pay these contributions if the Fund does not have sufficient assets to pay all employees benefits related to the service in current or past periods. Social security contributions are recognized as an expense on an accrual basis, and attributed to employee costs. (b) Bonus plans The Company and the Group recognize a liability and an expense for bonuses when it has a contractual liability or a past practice that has created a constructive liability. (c) Long-term employee benefits According to the requirements of the Labour Code of the Republic of Lithuania, every employee leaving the Company at the age of retirement is entitled to a one-off payment, which amounts to 2-month period salary. Commitments to employees for the current year are recognized as an expense immediately in the statement of comprehensive income. Expenses previously incurred are recognized as an expense in the average over the period until the payment becomes mandatory. Any gain or loss arising from the amendment (reduction or increase) of the benefit conditions is recognized immediately in the statement of comprehensive income. Employee benefits liability is calculated on the basis of actuarial estimates using the projected unit credit method. Reassessments consisting of actuarial gains and losses are recognized immediately in the statement of financial position with the corresponding debit or credit in retained earnings in other comprehensive income in the period in which they occur. Reassessments in subsequent periods are not carried forward to profit or loss. The liability is recorded in the statement of financial position and reflects the present value of those benefits at the date of the statement of financial position. The present value of employee benefits obligations is determined by discounting the estimated future cash flows on the basis of the interest rate on government securities denominated in the same currency as the benefits and the payout period similar to the expected payout period. 2.17. Income tax Group companies are taxed individually regardless of the Group's overall performance. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 24 Income tax expense recognized in these financial statements is determined on the basis of management's estimates in accordance with the tax laws of the Republic of Lithuania and the Republic of Ukraine. The profit of the Group companies operating in Lithuania for the year 2023 is subject to a 15% corporate income tax rate (15% in 2022). In Ukraine, corporate income tax is 18% (18% in 2022). According to the tax laws of the Republic of Lithuania, tax losses other than losses related to the transfer of securities and/or financial instruments may be carried forward for an indefinite period. Tax losses carried forward from 1 January 2014 may not exceed 70% of taxable profit for the current year. Losses on the sale of securities and/or derivative financial instruments may be carried forward for 5 years and are used only to reduce taxable profits from similar transactions. As of 1 January 2012, tax losses carried forward under the tax laws of the Republic of Ukraine may not exceed 25% of the taxable profit for the current year. Deferred income tax Deferred income tax is accounted for using the liability method for temporary differences arising between the tax bases of assets and liabilities, and their carrying amounts in the consolidated financial statements. However, deferred income tax is not recognized if it arises from the initial recognition of assets or liabilities other than those resulting from a business combination that at the time of the transaction had no effect on either accounting or taxable profit or loss. Deferred income tax is calculated using tax rates (and laws) approved or substantially enacted at the date of the financial statements that are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is recognized for temporary differences arising on investments in subsidiaries, except when the Group controls the timing of the elimination of the temporary difference and it is probable that the temporary difference will not disappear in the near future. 2.18. Revenue recognition Revenue from Contracts with Customers Revenue from contracts with customers is recognized when the control of the goods or services passes to the customer, the amount the Company and the Group expect to receive in exchange for the goods or services. The Company and the Group have determined that they control goods or services before they are transferred to the customer, therefore the Company and the Group act as the principal party to the income transaction. The Company and the Group allocate the transaction price over the production period of the product based on the relative selling prices of the individual production levels. Management has performed an analysis and determined that the Company and the Group meet their operating obligations under contracts with customers during the period (rather than at a specific point in time) for the following reasons: - The Company and the Group do not create alternative assets by providing product manufacturing services; - The Company and the Group have an executive right to remuneration for the partial production work performed. In calculating the portion of revenue and its cost, management relies on the expected cost method, adding the expected margin. Based on the management and production accounting data, the state of the production of the order at each stage of production is deducted (in the Company, respectively, calculating the share of the expected cost of the product at which stage of production is achieved). The calculations are completed by adding the applicable margin to the estimated relative work-in-progress at the various stages of production. The amount of revenue so calculated is recognized and recognized in the statement of comprehensive income under in current assets, in the contractual asset item. The cost associated with this amount of revenue is recognized in the statement of comprehensive income under cost of sales. The preparation of financial statements in conformity with IFRS and the application of IFRS 15 requires management and the Group to apply certain assumptions and estimates that have a significant effect on the amounts presented in the financial statements. In the opinion of management, the most significant estimates and related uncertainties in the calculation and recognition of revenue from contracts with customers relate to: - The expected profit margin of the product is used (percentage); - The application of historical management and production accounting data to calculate the value factors associated with each stage of production. In addition to those discussed above, management also considered the impact of other matters on revenue recognition, such as the presence of significant financing components, non-cash settlements, and so on. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 25 The Company's and the Group's contracts with customers do not contain these listed contractual terms or, in the opinion of management, are insignificant in the context of the application of IFRS 15. Dividend distribution Dividend distribution to the Company's shareholders is recognized as a liability in the Company's and the Group's financial statements in the period in which the dividends are approved by the Company's shareholders. 2.19. Contingencies Contingent liabilities are not recognized in the financial statements. They are disclosed in the financial statements unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when it is probable that future economic benefits potentially will flow to the entity. 2.20. Subsequent events Subsequent events that provide additional information about the Group’s and the Company’s position at the date of the statement of financial position (adjusting events) are reflected in the financial statements. Subsequent events that are not adjusting events are disclosed in the notes when material. 2.21. Offsetting and comparative figures When preparing the financial statements, assets and liabilities, as well as revenue and expenses are not set off, except the cases when a certain International Financial Reporting Standard specifically requires such set-off. 2.22. Segments An operating segment is a component of the Group and the Company that engages in business activities from which it may earn revenues and incur expenses. An operating segment’s operating results are reviewed regularly by management of the Group and the Company to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Segment results that are reported to management include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. 2.23. Earnings per share The Group present basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to the Group’s shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, such as the impact of convertible notes and share options transactions. 2.24. Fair value measurement Some of the Group’s and the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal, or in its absence, the most advantageous market to which the Group and the Company have access at that date. The fair value of a liability reflects its non-performance risk. When measuring the fair value of an asset or a liability, the Group and the Company use market observable data as far as possible. Fair values are categorised within different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability might be categorised within different levels of the fair value hierarchy, the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group and the Company recognize transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 26 Fair values have been determined for measurement and / or disclosure purposes based on the described methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability (related note). 2.25. Classification into short-term and long-term In the financial statements, the Group and the Company present assets and liabilities by classifying them into current and non-current. An asset is considered current if: • It is expected to be sold or sold or consumed in the ordinary course of business • Held for sale • Expected to be realized within 12 months after the end of the financial year Or • Cash or cash equivalents, except for limited uses, that will not be able to settle or settle liabilities in the next 12 months. All other assets are classified as non-current. A liability is current if: • It is expected to be paid during the normal operating cycle • Held for sale • It is expected to be paid within 12 months after the end of the financial year • There is no unconditional right to defer payment for at least 12 months after the end of the financial year. The Group and the Company classify all other liabilities as non-current. Deferred income tax assets and liabilities are classified as non-current assets and non-current liabilities. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 27 NOTES TO THE EXPLNATORY STATEMENT 3. Revenue from customer contracts and sale revenue The Group The Group’s sole business segment identified for the management purposes is the production of refrigerators and specialised equipment. Group Company 2023 2022 2023 2022 Refrigerators and related equipment 17,080 21,220 16,410 20,359 17,080 21,220 16,410 20,359 The Group’s and the Company’s management analyses only sales information per country. Total Inter-group sales Sales revenue sales revenue 2023 2022 2023 2022 2023 2022 Western Europe 10,619 10,870 - - 10,619 10,870 Ukraine 1,374 1,521 - - 1,374 1,521 Central Europe 1,992 5,102 - - 1,992 5,102 Lithuania 2,828 2,992 (36) (226) 2,792 2,766 Other CIS countries 117 381 - - 117 381 Other Baltic states 153 179 - - 153 179 Russia - - - - - - Other countries 33 401 - - 33 401 Total 17,116 21,446 (36) (226) 17,080 21,220 Transactions between the group companies are made on commercial terms and conditions. Inter-group sales are eliminated on consolidation. The Company Sales 2023 2022 Western Europe 10,619 10,870 Ukraine 1,374 1,521 Central Europe 1,992 5,102 Lithuania 2,122 1,906 Other CIS countries 117 381 Other Baltic states 153 178 Russia - - Other countries 33 401 16,410 20,359 4. Cost of sales Group Company 2023 2022 2023 2022 Raw materials 10,204 14,821 10,051 14,617 Salaries and wages 2,441 2,250 2,220 2,046 Depreciation and amortisation 1,569 1,264 1,547 1,234 Other indirect costs 2,620 3,494 2,511 3,299 16,834 21,829 16,329 21,196 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 28 5. Selling and distribution expenses Group Company 2023 2022 2023 2022 Transportation 353 642 353 642 Salaries and social security 322 393 322 393 Market research, sales promotion and commissions to third parties 104 149 104 150 Advertising, marketing 37 44 37 44 Warranty service expenses 10 72 11 72 Rent of warehouses and storage expenses 26 51 26 51 Certification expenses 9 41 9 41 Insurance 39 27 39 27 Business trips 4 2 4 2 Other 6 (69) 2 (69) 910 1,352 907 1,353 6. General and administrative expenses Group Company 2023 2022 2023 2022 Salaries and social security 1,445 1,456 1,347 1,348 Depreciation and amortisation 280 323 276 323 Rent and utilities 126 168 127 169 Bank services 50 49 49 48 Insurance 74 58 73 58 Non-current employee benefits 19 (50) 21 (47) Taxes, other than income tax 30 30 30 30 Consultants' costs 44 42 44 42 Business trips 3 4 3 4 Security costs 5 5 4 5 Impairment of intangible fixed assets 251 210 251 210 Impairment of property, plant and equipment 131 61 134 62 Subsidies received for job preservation - - - - Downtime subsidies received - - - - Change in the impairment allowance for receivables - 255 - 255 Other 138 754 104 726 2,596 3,365 2,463 3,233 7. Other income Group Company 2023 2022 2023 2022 Income from transportation services 39 93 39 93 Income from sale of other services 79 121 162 228 Income from rent of premises 41 38 63 57 159 252 264 378 8. Other expenses Group Company 2023 2022 2023 2022 Transportation expenses 42 92 42 92 Other services 28 70 71 137 Other - - 11 16 70 162 124 245 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 29 9. Finance income Group Company 2023 2022 2023 2022 Foreign currency exchange gain 2 2 2 2 Other - 6 - 6 2 8 2 8 10. Finance costs Group Company 2023 2022 2023 2022 Interest expenses 125 502 124 502 Depreciation of investments in subsidiaries - - 26 - Other expenses - 6 - 6 125 508 150 50 8 11. Income tax Group Company 2023 2022 2023 2022 Components of the income tax (expense) income Deferred income tax income (expenses) (74) 566 (82) 578 Income tax income (expenses) recorded in profit or loss from continuing operations (74) 566 (82) 578 As at 31 As at 31 As at 31 As at 31 December December December December 2023 2022 2023 2022 Deferred income tax asset Impairment allowance for receivables and write-down of inventories 21 85 21 85 Accrued liabilities 38 36 34 33 Warranty provisions 22 36 22 36 Deferred income tax asset 81 157 77 154 Less: not recognised part Deferred income tax asset, net 81 157 77 154 Deferred income tax liability Revaluation of property, plant and equipment (1,079) (1,010) (1,079) (1,010) Capitalised development costs (139) (210) (141) (205) Deferred income tax liability (1,218) (1,220) (1,220) (1,215) Deferred income tax, net (1,137) (1,063) (1,143) (1,061) SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 30 12. Intangible assets Group Development cost Software, Total licenses Cost: Balance as at 1 January 2023 7,107 679 7,786 Additions 28 - 28 Disposals and write-offs - (2) (2) Reclassification - - - Depreciation (243) - (243) Balance as at 31 December 2023 6,892 677 7,569 Amortisation: Balance as at 1 January 2023 5,767 674 6,441 Charge for the year 251 3 254 Disposals and write-offs - (2) (2) Reclassification - - - Balance as at 31 December 2023 6,018 675 6,693 Carrying amount as at 31 December 2023 874 2 876 Carrying amount as at 1 January 2023 1,340 5 1,345 Development cost Software, Total licenses Cost: Balance as at 1 January 2022 7,052 682 7,734 Additions 264 1 265 Disposals and write-offs (209) (4) (213) Reclassification - - - Depreciation - - - Balance as at 31 December 2022 7,107 679 7,786 Amortisation: Balance as at 1 January 2022 5,492 675 6,167 Charge for the year 275 3 278 Disposals and write-offs - (4) (4) Reclassification - - - Balance as at 31 December 2022 5,767 674 6,441 Carrying amount as at 31 December 2022 1,340 5 1,345 Carrying amount as at 1 January 2022 1,560 7 1,567 Total amount of amortisation expenses is included into general and administrative expenses in the statemen of comprehensive income. Part of the Group's intangible non-current assets with an acquisition value of EUR 5,567 thousand were fully amortised as at 31 December 2023 (EUR 5,296 thousand as at 31 December 2022), but are still used in operations. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 31 12. Intangible assets (continued) Company Development cost Software, licenses Total Cost: Balance as at 1 January 2023 7,106 644 7,750 Additions 28 - 28 Disposals and write-offs - (2) (2) Depreciation (243) (243) Balance as at 31 December 2023 6,891 642 7,533 Amortisation: Balance as at 1 January 2023 5,766 640 6,406 Charge for the year 251 2 253 Disposals and write-offs - (2) (2) Balance as at 31 December 2023 6,017 640 6,657 Carrying amount as at 31 December 2023 874 2 876 Carrying amount as at 1 January 2023 1,340 4 1,344 Development Software, licenses Total cost Cost: Balance as at 1 January 2022 7,051 648 7,699 Additions 264 - 264 Disposals and write-offs (209) (4) (213) Balance as at 31 December 2022 7,106 644 7,750 Amortisation: Balance as at 1 January 2022 5,491 641 6,132 Charge for the year 275 3 278 Disposals and write-offs - (4) (4) Balance as at 31 December 2022 5,766 640 6,406 Carrying amount as at 31 December 2022 1,340 4 1,344 Carrying amount as at 1 January 2022 1,560 7 1,567 Total amount of amortisation expenses is included into administrative expenses in the statemen of comprehensive income. Part of the Company's intangible non-current assets with an acquisition value of EUR 5,532 thousand were fully amortised at 31 December 2023 (EUR 5,261 thousand at 31 December 2022), but are still used in operations SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 32 13. Property, plant and equipment Land, Machinery Construction Group buildings and Vehicles and in progress Total and equipment other and Cost: structures prepayments Balance as at 1 January 2023 4,252 37,637 5,661 - 47,550 Additions - 6 19 - 25 Disposals and write-offs - (10) (12) - (22) Reclassifications - - - - - Elimination of accumulated - - - - - depreciation Balance as at 31 December 2023 4,252 37,633 5,668 - 47,553 Accumulated depreciation: Balance as at 1 January 2023 2,850 35,430 5,417 - 43,697 Charge for the year 82 428 103 - 613 Disposals and write-offs - (16) (9) - (25) Impairment loss - - - - - Elimination of accumulated - - - - - depreciation Depreciation after revaluation - - - - - Balance as at 31 December 2023 2,932 35,842 5,511 - 44,285 Revalued value: Balance as at 1 January 2023 4,206 7,675 1,471 - 13,352 Additions - - - - - Disposals and write-offs - (18) - - (18) Reclassifications - - - - - Elimination of accumulated - - - - - depreciation Balance as at 31 December 2023 4,206 7,657 1,471 - 13,334 Depreciation of revalued value: Balance as at 1 January 2023 597 3,533 995 - 5,125 Charge for the year 143 769 108 - 1,020 Disposals and write-offs - - - - - Impairment loss - - - - - Elimination of accumulated - - - - - depreciation Depreciation after revaluation - - - - - Balance as at 31 December 2023 740 4,302 1,103 - 6,145 Carrying amount as at 31 4,786 5,146 525 - 10,457 December 2023 Carrying amount as at 1 January 2023 5,011 6,349 720 - 12,080 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 33 13. Property, plant and equipment (continued) Land, Machinery Construction Group buildings and Vehicles and in progress Total and other and Cost: structures equipment prepayments Balance as at 1 January 2022 4,252 36,005 5,665 1,302 47,224 Additions - 339 13 - 352 Disposals and write-offs - (9) (17) - (26) Reclassifications - 1,302 - (1,302) - Elimination of accumulated - - - - - depreciation Balance as at 31 December 2022 4,252 37,637 5,661 - 47,550 Accumulated depreciation: Balance as at 1 January 2022 2,767 35,068 5,297 - 43,132 Charge for the year 83 373 136 - 592 Disposals and write-offs - (11) (16) - (27) Impairment loss - - - - - Elimination of accumulated - - - - - depreciation Depreciation after revaluation - - - - - Balance as at 31 December 2022 2,850 35,430 5,417 - 43,697 Revalued value: Balance as at 1 January 2022 4,206 7,677 1,472 - 13,355 Additions - - - - - Disposals and write-offs - (2) (1) - (3) Reclassifications - - - - - Elimination of accumulated - - - - - depreciation Balance as at 31 December 2022 4,206 7,675 1,471 - 13,352 Depreciation of revalued value: Balance as at 1 January 2022 454 2,739 888 - 4,081 Charge for the year 143 794 107 - 1,044 Disposals and write-offs - - - - - Impairment loss - - - - - Elimination of accumulated - - - - - depreciation Depreciation after revaluation - - - - - Balance as at 31 December 2022 597 3,533 995 - 5,125 Carrying amount as at 31 December 2022 5,011 6,349 720 - 12,080 Carrying amount as at 1 January 2022 5,237 5,875 952 1,302 13,366 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 34 13. Property, plant and equipment (continued) Land, Machinery Construction Company buildings and Vehicles and in progress Total and equipment other and Cost: structures prepayments Balance as at 1 January 2023 4,252 35,002 5,645 - 44,899 Additions - 6 15 - 21 Disposals and write-offs - (10) (10) - (20) Reclassifications - - - - - Elimination of accumulated - - - - - depreciation Balance as at 31 December 2023 4,252 34,998 5,650 - 44,900 Accumulated depreciation: Balance as at 1 January 2023 2,850 32,833 5,416 - 41,099 Charge for the year 82 408 98 - 588 Disposals and write-offs - (16) (5) - (21) Impairment loss - - - - - Elimination of accumulated - - - - - depreciation Depreciation after revaluation - - - - - Balance as at 31 December 2023 2,932 33,225 5,509 - 41,666 Revalued value: Balance as at 1 January 2023 4,206 7,675 1,471 - 13,352 Additions - - - - - Disposals and write-offs - (18) - - (18) Reclassifications - - - - - Elimination of accumulated - - - - - depreciation Balance as at 31 December 2023 4,206 7,657 1,471 - 13,334 Depreciation of revalued value: Balance as at 1 January 2023 597 3,533 996 - 5,126 Charge for the year 143 768 107 - 1,018 Disposals and write-offs - - - - - Impairment loss - - - - - Elimination of accumulated - - - - - depreciation Depreciation after revaluation - - - - - Balance as at 31 December 2023 740 4,301 1,103 - 6,144 Carrying amount as at 31 December 2023 4,786 5,129 509 - 10,424 Carrying amount as at 1 January 5,011 6,311 704 - 12,026 2023 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 35 13. Property, plant and equipment (continued) Company Land, Machinery Construction buildings and Vehicles and in progress Total and other and Cost: structures equipment prepayments Balance as at 1 January 2022 4,252 33,375 5,652 1,300 44,579 Additions - 336 4 - 340 Disposals and write-offs - (9) (11) - (20) Reclassifications - 1,300 - (1,300) - Elimination of accumulated - - - - - depreciation Balance as at 31 December 2022 4,252 35,002 5,645 - 44,899 Accumulated depreciation: Balance as at 1 January 2022 2,767 32,498 5,292 - 40,557 Charge for the year 83 345 134 - 562 Disposals and write-offs - (10) (10) - (20) Impairment loss - - - - - Elimination of accumulated - - - - - depreciation Depreciation after revaluation - - - - - Balance as at 31 December 2022 2,850 32,833 5,416 - 41,099 Revalued value: Balance as at 1 January 2022 4,206 7,677 1,472 - 13,355 Additions - - - - - Disposals and write-offs - (2) (1) - (3) Reclassifications - - - - - Elimination of accumulated - - - - - depreciation Balance as at 31 December 2022 4,206 7,675 1,471 - 13,352 Depreciation of revalued value: Balance as at 1 January 2022 454 2,739 889 - 4,082 Charge for the year 143 794 107 - 1,044 Disposals and write-offs - - - - - Impairment loss - - - - - Elimination of accumulated - - - - - depreciation Depreciation after revaluation - - - - - Balance as at 31 December 2022 597 3,533 996 - 5,126 Carrying amount as at 31 December 2022 5,011 6,311 704 - 12,026 Carrying amount as at 1 January 5,237 5,815 943 1,300 13,295 2022 The depreciation charge of the Group’s property, plant and equipment for 2023 amounts to EUR 1,633 thousand (EUR 1,636 thousand for 2022). After the assessment of amortisation of grants, the amount of EUR 1,581 thousand for 2023 (EUR 1,566 thousand for 2022) was included into production cost and the amount of EUR 52 thousand (EUR 70 thousand for 2022) was included into general and administrative expenses in the Group’s statement of comprehensive income. The depreciation charge of the Company’s property, plant and equipment for 2023 amounts to EUR 1,606 thousand (EUR 1,606 thousand for 2022). The amount of EUR 48 thousand for 2023 (EUR 70 thousand for 2022) was included into general and administrative expenses in the Company’s statement of comprehensive income. The remaining amount of depreciation, after having assessed the amortisation of grants amounting to EUR 1,558 thousand (EUR 1,536 thousand for 2022) was included in the production cost. As at 31 December 2023 the Group's and the Company's buildings, machinery and equipment were pledged to the loan assignee (related party) as collateral for loans (Note 23). SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 36 As at 31 December 2023, fully depreciated but still usable Group and Company material assets purchase values were EUR 6,266 thousand and EUR 5,878 thousand (as at 31 December 2022 – EUR 5,163 thousand and EUR 4,795 thousand). Revaluation of property, plant and equipment Starting from 30 September 2016 the Group and the Company decided to revaluate the non-current assets, including buildings, structures, machinery and equipment as well as other production equipment. The valuation of non-current assets for financial reporting purposes has been carried out by external, independent valuator, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The valuation of real estate was based on the comparable method by comparing sales prices of similar real estate in Lithuania. The valuation of machinery and equipment and other non-current assets was based on comparable or depreciated replacement cost (DRC) methods. The estimated fair value was valued by independent valuators - Corporation „Matininkai“. Building and structures were attributed to Level 3 of fair value hierarchy. Under the Market method the sale transactions or offer examples in respect of the real estate and constructions were observed in the market. The comparable real estate objects were selected due to the similarity with the object being measured with respect to size, nature, location, intended use, condition and other parameters. The valuation of real estate required adjustments to reflect differences between the objects being measured and comparable objects. Machinery and equipment, vehicles and other assets were also attributed to Level 3 of fair value hierarchy. Part of the machinery was valued based on at least two or three comparable inputs. Comparable inputs selected were similar to the assets subject to valuation. This method was used for the measurement of a part of equipment in respect of which sale or offer market data was available. The remaining part of machinery and equipment were valued by DRC method. The replacement values of these non-current assets were based on their acquisition costs and comparable price changes provided by the Statistics Department. When establishing physical obsolescence, it is assumed that the value of property being measured is written off in proportion to the number of years. The assets subject to valuation were classified into categories in respect of which the useful life up to 20 years depending on the group of assets was established based on the expert opinion of the valuer. Asset were valued under this scheme: 1. All Company long term assets were valued using discounted cash flows model. 2. From this value, intangible assets at balance value and buildings at market value were taken off. 3. Other movable assets were valuated using comparison method, while special movable assets and other assets, not possible to value at comparison model, were valuated at DRC model. Some assets, not possible to value by methods described above, were valuated at disposal rate. 4. The remaining value was allocated to all valued items, by using correction coefficients. Only assets, valued by DRC and disposal methods, were corrected using coefficients. The increase in value of non-current tangible assets was registered by increasing the acquisition cost of the asset and was accounted as follows as at 30 September 2018: The Company Book value Revalued amounts Revaluation surplus Buildings and structures 5,404 5,975 571 Machinery and equipment 8,089 9,160 1,071 Vehicles and other assets 1,435 1,759 324 Total: 14,928 16,894 1,966 Furthermore, the estimated fair value of PPE was tested for impairment by comparing it to the recoverable amount of PPE determined based on the income method. The revenue approach model was based on management's 2018-2022 forecasts, which assumed the following assumptions for cash flow projections based on the market situation: - Maintaining current product turnover in a more or less constant level of recent years. In the following years, a gradual slowdown in western markets is planned due to the increasing influence of Chinese manufacturers on the production of private brands in the home appliance sector. One of the most important reasons for the company's sales of own brand Snaigė is the continuous and consistent development of technologies, brand support, and development of new products, therefore no decrease in sales of this category is planned. - Starting production of a new product – industrial refrigeration equipment. This step has been chosen due to the fact that the existing domestic refrigerating appliance markets are shrinking and oligopolizing, thus reducing the niche of the Company's type manufacturers, while the industrial refrigeration equipment is less standardized, and very large manufacturers cannot gain a competitive advantage through economies of scale and in that way reduce potential niches. In addition, the Company has many years of experience in trading such products, and the technological process is very close to existing production. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 37 The evaluators also performed an analysis of the dependence of variable and fixed costs on production volumes, and the average product price and its variation. The main components of working capital (stock requirements, receivables, and trade payables) are calculated on the basis of average values (parts of income and expenses) from actual data from 2012-2018 (non-typical current liabilities and receivables are excluded from working capital) In preparing the 2023 and the 2022 financial statements, no independent determination of the fair value of the assets was made because there was no reason to believe that the carrying amount of the assets would not reflect fair value. The assumptions largely reflect the current situation and strategy, and their slight shift in time does not significantly affect the fair value of the assets calculated according to a similar model. Change in estimates 2023 The Group performed a test of the useful life and residual value of its non-current assets, but did not identify any changes in the applicable useful lives and residual values. As the Company has acquired the status of a company under restructuring in 2022 and the Company's Restructuring Plan provides for the possibility to sell part of its tangible assets with a prior valuation, the market values of the Company's non- current assets will be subject to adjustments (if necessary) following the valuation of the assets during the course of the restructuring plan. 14. Current loans to related companies Group Company 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Loans granted 8,068 8,068 8,068 8,068 Interest calculated 2,262 2,262 2,262 2,262 Total receivables 10,330 10,330 10,330 10,445 Minus: (8,068) (8,068) (8,068) (8,068) Provisons for doubtfull loans Provisons for doubtfull interest (2,262) (2,262) (2,262) (2,262) Minus: total provisions (10,330) (10,330) (10,330) (10,330) Net receivables - - - - The agreement, for the assignment claim right towards Hymana Holdings Ltd., arising from the Agreement for the Assignment (Cession) dated 24 November 2015 concluded between the Company and Hymana Holdings Ltd., was concluded with the Company’s Board member K.A. Kovalchuk (Assignee). The Claim Right shall be assigned by installments and when the Assignee makes a payment and funds are credited to the Company’s bank account, respective part of the Claim Right in amount corresponding to the amount of funds received shall be considered to be assigned to the Assignee by the Company. The Assignee shall not in any case be considered as acquired the whole Claim Right if the amount paid by the Assignee and credited in the Company’s bank account is lower than an amount of the Claim Right. The Company shall have a right to terminate the Agreement unilaterally at any time. 15. Inventories Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 Raw materials and spare parts 1,683 1,673 1,650 1,653 Production in progress 316 309 307 309 Finished goods 1,474 1,739 1,452 1,719 Goods for resale 203 302 203 302 Minus: impairment (362) (230) (327) (193) Total inventories 3,314 3,793 3,285 3,790 Raw materials and materials consist of compressors, components, plastics, wires, metals and other materials used in the production. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 38 Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 At the beginning of the year (230) (169) (193) (131) Impairment (134) (61) (134) (62) Recovery 2 - - - At the end of the year (362) (230) (327) (193) As at 31 December 2023 the Group and the Company have no legal restrictions on inventories. Raw materials included to cost of sales by the Group and the Company amounted to EUR 10,204 thousand and EUR 10,051 thousand respectively (As at 31 December 2022, respectively EUR 14,821 thousand and EUR 14,617 thousand). 16. Trade receivables Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 Receivables from not related customers 1,972 3,196 1,825 3,011 Receivables from related customers - - 36 63 Gross receivables 1,972 3,196 1,861 3,074 Less: impairment allowance for doubtful (1,178) (1,171) (1,112) (1,109) receivables Net receivables 794 2,025 749 1,965 Including: Current receivables 794 2,025 749 1,965 Total 794 2,025 749 1,965 Movements in the individually assessed impairment of trade receivables were as follows: Group Company 2023 2022 2023 2022 Balance at the beginning of the period (1,171) (671) (1,109) (606) Impairment Charge for the year (17) (503) (12) (503) Effect of the change in foreign currency 1 3 - - exchange rate Amounts paid 9 - 9 - Amounts written off - - - - Balance at the end of the period (1,178) (1,171) (1,112) (1,109) As at 31 December 2023 100% impairment was accounted for trade receivables of the Group and the Company in gross values of EUR 1,178 thousand and EUR 1,112 thousand (as at 31 December 2022 – EUR 1,171 thousand and EUR 1,109 thousand respectively). Change in impairment allowance for receivables was accounted for within general and administrative expenses. The receivables are written-off when it becomes obvious that they will not be recovered. The impairment allowance for receivables of the Group and the Company in 2023 and 2022 was stated under general and administrative expenses. 17. Other amounts receivable Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 VAT receivable 45 101 45 101 Other receivables 42 40 41 40 Restricted cash 10 10 10 10 97 151 96 151 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 39 18. Cash and cash equivalents Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 Cash at bank 286 175 148 14 Cash on hand 5 4 4 3 291 179 152 17 As at 31 December 2023 and 2022 no restrictions were imposed on the Group’s and the Company’s cash, except of those in Note 23. 19. Share capital As at 31 December 2023 and 31 December 2022 share capital of the Company and the Group was EUR 6,736 thousand. On 31 December 2023 the share capital of the Company and the Group was divided into 39,622 thousand ordinary registered shares with the par value of EUR 0.17 each as at 31 December 2023 and 2022. All shares of the Company are fully paid. The Company does not have any other classes of shares than ordinary shares mentioned above, there are no restrictions of share rights or special control rights for the shareholders set in the Articles of Association of the Company. No shares of the Company are held by itself or its subsidiaries. No convertible securities, exchangeable securities or securities with warrants are outstanding; likewise, there are no outstanding acquisition rights or undertakings to increase share capital as at 31 December 2023 and 2022. According to the Law on Companies of the Republic of Lithuania, the company's total equity cannot be less than 1/2 of its share capital specified in the company’s by-laws. As at 31 December 2023 and the Company did not comply with this requirement. The Company's equity capital is negative. The issue of compliance with the share capital will be resolved during the restructuring of the Company. 20. Reserves Legal reserve By resolution of the Company's General Meeting of Shareholders, the accumulated legal reserve (EUR 674 thousand) was used to cover losses. As at 31 December 2023, the legal reserve of the Company and the Group was EUR 0 thousand and EUR 44 thousand (as at 31 December 2022 it was EUR 674 thousand and EUR 718 thousand). The Company’s legal reserve is compulsory under Lithuanian legislation. Annual transfers of not less than 5% of net profit are compulsory until the reserve reaches 10% of the share capital. The Group’s legal reserve is formed from the legal reserve of the Company and the subsidiaries. As at 31 December 2023, the legal reserve in the Group and the Company was not fully formed. As at 31 December 2022, the legal reserve of the Group and the Company was fully formed. Revaluation reserve for property, plant and equipment Group Company Revaluation reserve carrying amount as at 31 December 2022 6,785 6,785 Positive Revaluation result - - Deferred income tax liability - - Decrease of revaluation reserve through statement of comprehensive income - - Share capital decrease - - Revaluation reserve net value at 1 January 2023 6,785 6,785 Profit (loss), not recognized in statement of comprehensive income, resulted (903) (903) from annual depreciation of revaluated assets Revaluation reserve carrying amount as at 31 December 2023 5,882 5,882 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 40 Group Company Revaluation reserve carrying amount as at 31 December 2021 7,675 7,675 Positive Revaluation result - - Deferred income tax liability - - Decrease of revaluation reserve through statement of comprehensive income - - Share capital decrease - - Revaluation reserve net value at 1 January 2022 7,675 7,675 Profit (loss), not recognized in statement of comprehensive income, resulted (890) (890) from annual depreciation of revaluated assets Revaluation reserve carrying amount as at 31 December 2022 6,785 6,785 21. Grants Group and Company Balance as at 31 December 2022 5,138 Received during the period - Balance as at 31 December 2023 5,138 Amortisation during the period Accumulated amortisation as at 31 December 2022 4,904 Amortisation during the period 55 Accumulated amortisation as at 31 December 2023 4,959 Net carrying amount as at 31 December 2023 179 Net carrying amount as at 31 December 2022 234 The grants were received for the renewal of production machinery and repairs of buildings in connection with the elimination of CFC 11 element from the production of polyurethane insulation and filling foam, and for elimination of greenhouse gases in the manufacturing of domestic refrigerators and freezers. In 2021, grants were also received to reimburse salary costs (EUR 1,002 thousand) to reduce the negative effects of COVID-19. Grants are amortised over the same period as the machinery and other assets for which grants were designated when compensatory costs are incurred. The amortisation of grants is included in production cost against depreciation of machinery and reconstruction of buildings for which the grants were designated. 22. Provisions The Group provides a warranty of 2 years for the production sold and 5 years warranty on promotional products. The provision for warranty repairs was accounted for based on the expected cost of repairs and statistical warranty repair rates and divided respectively into non-current and current provisions. Difference between years depends on product and warranty period mix. Group Company 2023 2022 2023 2022 As at 1 January 241 300 240 297 Additions during the year 50 60 50 60 Utilised (141) (119) (140) (117) As at 31 December 150 241 150 240 Including: Non-current 49 94 49 94 Current 101 147 101 146 Total 150 241 150 240 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 23. Non-current and current borrowings Group Company As at 31 As at 31 As at 31 As at 31 December December December December 2023 2022 2023 2022 Non-current borrowings Non-current borrowings with a fixed interest rate 1,259 1,259 1,259 1,259 Accrued interest 245 104 245 104 Non-current borrowings with variable interest rate 8,376 8,376 8,376 8,376 Accrued interest 314 314 314 314 Non-current liabilities to lease companies - - - - 10,194 10,053 10,194 10,053 Current borrowings Current borrowings with a fixed interest rate - - - - Current borrowings with variable interest rate - - - - Other debt liabilities - - - - Current liabilities to lease companies - 9 - 9 - 9 - 9 10,194 10,062 10,194 10,062 The main information on individual borrowings is disclosed below: Group Company As at 31 As at 31 As at 31 As at 31 Type Maturity December December December December 2023 2022 2023 2022 Under the 8,690 8,690 8,690 8,690 Borrowing 1 Loan restructuring plan 31-01-2023 - - - - Borrowing 2 Loan Under the 1,504 1,363 1,504 1,363 restructuring plan 2024-08-11 - - - - Lease 5 2023-06-25 - 3 - 3 Lease 6 2023-06-25 - 2 - 2 Lease 7 2023-06-25 - 2 - 2 Lease 8 2023-06-25 - 2 - 2 10,194 10,062 10,194 10,062 As at 31 December 2023 annual interest rate of the loan 1 is 1 month EURIBOR + 5.25% (as at 31 December 2022 1 month EURIBOR + 5.25% annual interest rate). As at 31 December 2023, loan 2 is set at 0.67% for a 30-day period and 0.23% compensatory interest per day. As of 31 December 2023, the Company’s buildings with the carrying amount of EUR 4,713 thousand (EUR 4,919 thousand as at 31 December 2022), the Group’s and Company’s machinery and equipment with the carrying amount of EUR 5,018 thousand (EUR 6,187 thousand as at 31 December 2022) were pledged to the loan assignee for the granted loans. When the restructuring process started, the claims on Loan 1 and Loan 2 were transferred to the new creditors, while the other terms of the loans remained in force. According to the repayment terms provided for in the contracts, loans are accounted for in long-term or current liabilities. When the Court approves the Company's Restructuring Plan, all liabilities will be discharged and accounted for in accordance with the creditors' payment schedules approved in the Plan. 41 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 42 Borrowings at the end of the year in currencies: Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 Borrowings denominated in: Euro 10,194 10,062 10,194 10,062 10,194 10,062 10,194 10,062 The fixed interest rates of 3.9% were set to liabilities under lease (financial lease) of the Group. Future lease payments under lease agreements as at 31 December 2023 and 31 December 2022 are as follows: As at 31 As at 31 December 2023 December 2022 2021 - - 2022 2023 - 10 Total liabilities under financial leases - 10 Interest - (1) Present value of liabilities under financial leases - 9 Liabilities under financial leases are accounted for as: - Current liabilities - Non-current liabilities - The Group’s assets leased under Financial lease agreements comprise machinery and equipment (in Subsidiary). The leasing period is 5 years. The carrying amount of the assets acquired under finance lease: As at 31 As at 31 December 2023 December 2022 Machinery and equipment 25 43 Cars - 11 25 54 24. Other non-current liabilities and non-current employee benefits During the restructuring process, the court approved the list of creditor debts as at 20 September 2022, which the Company has recorded in non-current liabilities. Long-term liabilities to credit institutions Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 Loan 1 8,690 8,690 8,690 8,690 Loan 2 1,504 1,363 1,504 1,363 10,194 10,053 10,194 10,053 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 43 Other non-current liabilities Group Company As at 31 As at 31 As at 31 2022 m. December 2022 December 2023 December 2022 gruodžio 31 d. Debts to suppliers 8,079 8,186 8,079 8,186 Debts to subsidiaries - - 166 166 Payable amounts to the State Social Insurance 63 63 63 63 Fund Deposited dividends payable 49 49 49 49 8,191 8,298 8,357 8,464 As at 31 December 2023, the Group's and the Company's lump-sum expense for employees leaving the Company due to retirement, amounted to EUR 5 thousand and EUR 4 thousand (31 December 2022: EUR 120 thousand and EUR 116 thousand). Long-term employee benefits Group Company 31 December 2022 209 187 Used in 2023 (5) (4) Accumulated in 2023 21 21 31 December 2023 225 204 Actuarial gains and losses in 2023 and 2022 were insignificant; therefore, they were not separated and presented in other comprehensive income. 25. Lease The carrying amounts of assets held under a recognized right of use and their movements during the period are as follows: Company Land Vehicles Total 1 January 2023 84 - 84 Acquisitions Depreciation expenses (10) - (10) 31 December 2023 74 - 74 Land Vehicles Total 1 January 2022 95 14 109 Acquisitions Depreciation expenses (19) (14) (23) 31 December 2022 86 - 86 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) Group Land Vehicles Total 1 January 2023 84 - 84 Acquisitions Depreciation expenses (10) - (10) 31 December 2023 74 - 74 Land Vehicles Total 1 January 2022 95 14 109 Acquisitions Depreciation expenses (9) (14) (23) 31 December 2022 86 - 86 The carrying amounts of lease liabilities and their movements during the period are as follows: Company Group 1 January 2023 84 84 Acquisitions Interest increase Payments (10) (10) 31 December 2023 74 74 Company Group 1 January 2022 95 95 Acquisitions Interest increase Payments (9) (9) 31 December 2022 86 86 The Company and the Group do not have any agreements that provide for the possibility of extension or termination and which are not expected to be exercised or are expected to be exercised. 26. Employee related liabilities Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December December December 2022 2023 2022 Provisions for holiday payment 194 199 170 175 Salaries payable 227 260 205 245 Bonus accumulations - - - - Social tax payables 87 97 79 89 Personal Income tax payables 32 41 28 37 540 597 482 546 44 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 45 27. Profit tax and other current liabilities Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 Other taxes: 4 - 9 4 Other payables and accrued expenses 98 96 84 80 102 96 93 84 28. Basic and diluted profit (loss) per share Calculation of basic and diluted earnings per share is presented below: Group Company 2023 2022 2023 2022 Weighted average number of ordinary shares 39,622 39,622 39,622 39,622 Net profit (loss) for the year, attributable to the shareholders of Company (3,368) (5,170) (3,379) (5,212) Basic profit (loss) per share, in EUR (0.09) (0.13) (0.09) (0.13) 29. Financial instruments Overview The Group and the Company have exposure to the following risks: credit risk, liquidity risk and market risk. This note presents information about the Group’s and the Company’s exposure to each of these risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital. Further quantitative disclosures are included throughout these financial statements. The Board has overall responsibility for the establishment and oversight of the Group’s and the Company’s risk management framework. The Group’s and Company’s risk management policies are established to identify and analyse the risks faced by the Group and the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s and the Company’s activities. The Group and the Company aim to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. Credit risk As at 31 December 2023 and 2022, the maximum exposure to credit risk is represented by the carrying amount of each financial asset, consequently, the Group’s and the Company’s management considers that its maximum exposure is reflected by the amount of loans receivable from related parties, trade and other receivables, net of impairment allowance, and the amount of cash and cash equivalents recognised at the date of the statement of financial position. Credit risk or risk that a counterparty will not fulfil its obligations, is controlled by credit terms and monitoring procedures, using services of external credit insurance and debt recovery agencies. As at 31 December, the credit risk was related to: Group Company As at 31 As at 31 As at 31 As at 31 December 2023 December 2022 December 2023 December 2022 Trade receivables 794 2,025 749 1,965 Cash and cash equivalents 291 179 152 17 1,085 2,204 901 1,982 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 46 The concentration of the Group’s and the Company’s trade partners and the largest credit risk related to trade receivables as at the reporting date are disclosed below: Group Company 2023 % 2022 % 2023 % 2022 % Client 1 150 8 651 20 150 8 651 21 Client 2 129 7 345 11 129 7 345 11 Client 3 61 3 155 5 61 3 155 5 Client 4 61 3 135 4 61 3 135 4 Client 5 53 2 105 3 53 3 105 3 Client 6 50 2 73 2 50 3 73 2 Client 7 32 2 69 2 32 2 69 2 Other clients 1,436 73 1,663 53 1,325 71 1,541 52 Impairment (1,178) - (1,171) - (1,112) - (1,109) - Total 794 100 2,025 100 749 100 1,965 100 Trade receivables according to geographic regions: Group Company 2023 2022 2023 2022 Western Europe 361 1,288 361 1,288 Central Europe 169 247 169 247 Ukraine 91 108 91 108 Lithuania 156 363 111 304 Other CIS countries - - - - Other Baltic States 17 19 17 18 Russia - - - - Other - - - - 794 2,025 749 1,965 Central Europe comprises Poland, the Czech Republic, Bulgaria; Western Europe comprises France, Germany, Norway, Portugal; other CIS countries include Uzbekistan, Moldova, and Azerbaijan. In 2023, 62.04% and 62.17% of the Group's and the Company's sales were to Western European countries (50.68% and 51.22% respectively in 2022). 8.03% and 8.04% of the sales were to Ukraine (7.09% and 7.17% respectively in 2022). As at 31 December 2023, the Group’s and the Company’s amounts receivable for items sold in Western Europe and Ukraine, less impairment losses were equal to EUR 361 thousand and EUR 361 thousand, and in Ukraine respectively EUR 91 thousand and EUR 91 thousand (as at 31 December 2022, EUR 1,288 thousand and EUR 1,288 thousand and Ukraine EUR 108 thousand and EUR 108 thousand respectively). Although management considers that it takes all necessary measures under current circumstances to maintain stable business of the Group and the Company, the persistent instability of business environment could unpredictably affect the performance of the Group and the Company and their financial position. As at 31 December 2023, having assessed the risks, the Group and the Company recognised impairment allowance of EUR 1,178 thousand and EUR 1,112 thousand for receivables (as at 31 December 2022, EUR 1,171 thousand and EUR 1,109 thousand). These financial statements reflect the current management’s estimate related to the effect of the business environment on the Group’s and the Company’s activities and financial position. The future business environment might differ from the management’s estimates. The Group’s and the Company’s management believes that the maximum risk equals to trade receivables, less recognised impairment losses at the reporting date. The Group and the Company do not provide guarantees for obligations of other parties. The credit policy is implemented by the Group and the Company and credit risk is constantly controlled. Credit risk assessment is applied to all clients willing to get a payment deferral. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) Trade receivables from the Group in the amount of EUR 493 thousand as at 31 December 2023 (EUR 1,645 thousand as at 31 December 2022) were insured with credit insurance by Atradius Sweden Kreditförsäkring Lithuanian branch. Trade receivables from Ukraine, Moldova, Russia and other CIS countries were not insured. The delay analysis of trade receivables, less impairment losses, as at 31 December 2023 and 2022 is as follows: Group, debt limitation Trade receivables Trade receivables past due but not impaired neither past due nor Less 30–60 60–90 90–120 More than Total impaired than 30 days days days 120 days days 2023 616 60 15 3 1 99 794 2022 1,731 142 18 8 35 91 2,025 Company, debt limitation Trade receivables Trade receivables past due but not impaired neither past due nor Less 30–60 60–90 90–120 More than impaired than 30 days days days 120 days Total days 2023 606 42 1 4 1 95 749 2022 1,712 120 23 0 19 91 1,965 Solvency / Liquidity risk The Group’s and the Company’s policy is to maintain sufficient cash and cash equivalents by using cash flows statements with liquidity forecasting for future periods. The statement comprises predictable operating cash flows and effective planning of cash utilisation. The Group’s liquidity (total current assets / total current liabilities) and quick ((total current assets - inventory) / total current liabilities) ratios as at 31 December 2023 were 3.7 and 1.2 respectively (3.6 and 1.5 as at 31 December 2022 respectively). The purpose of the Group’s and the Company’s liquidity risk management policy is to maintain the ratio between continuous financing and flexibility in using overdrafts, bank loans, bonds, and lease agreements. The table below summarises the maturity profile of the financial liabilities as at 31 December 2023 and 2022 based on contractual undiscounted payments. Group On Less 3 to 12 1 to 5 More Carrying demand than 3 months years than 5 Total amount months years Interest bearing loans and borrowings - - - 10,194 - 10,194 10,194 Trade and other payables 168 249 - 8,191 - 8,608 8,608 Balance as at 31 December 2023 168 249 - 18,385 - 18,802 18,802 Interest bearing loans and borrowings - 5 4 10,053 - 10,062 10,062 Trade and other payables 437 397 - 8,186 - 9,020 9,020 Balance as at 31 December 2022 437 402 4 18,239 - 19,195 19,082 47 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 48 Company On Less 3 to 12 1 to 5 More Carrying than 3 than 5 Total demand months months years years amount Interest bearing loans and borrowings - - - 10,194 - 10,194 10,194 Trade and other payables 63 238 - 8,357 - 8,658 8,658 Balance as at 31 December 2023 63 238 - 18,551 - 18,852 18,852 Interest bearing loans and borrowings - 5 4 10,053 - 10,062 10,062 Trade and other payables 256 421 - 8,352 - 9,029 9,029 Balance as at 31 December 2022 256 426 4 18,405 - 19,091 19,091 The interest payments on variable interest rate loans in the table above are calculated based on the average market interest rates at the period end, and these amounts may change as market interest rates change. The solvency/liquidity risk is exacerbated by the Company's ongoing restructuring process, in which most financial institutions are avoiding or restricting the Company's ability to use any financial instruments, resulting in a lack of working capital and an inability to fully execute the Company's orders. Interest rate risk The Group’s and the Company’s borrowings are subject to variable interest rates related to EURIBOR. As at 31 December 2023 and 2022 the Group and the Company did not use any financial instruments to hedge against interest rate risk. Sensitivity of the Group and the Company profit before taxes with respect to possible interest rate movements is not substantial. Other effect to Company and Group equity is not possible except via profit. In the course of restructuring proceedings, interest is not permitted to accrue on liabilities incurred prior to the commencement of the restructuring proceedings in accordance with applicable law. Foreign exchange risk There were no derivative foreign currency transactions made in 2023 and 2022. Monetary assets and liabilities of the Group denominated in various currencies as at 31 December 2023 and 2022 were as follows: 2023 2022 Assets Liabilities Assets Liabilities EUR 1,085 18,735 2,203 19,082 USD - 67 - - Other - - 1 - Total 1,085 18,802 2,204 19,082 Monetary assets and liabilities of the Company denominated in various currencies as at 31 December 2023 and 2022 were as follows: 2023 2022 Assets Liabilities Assets Liabilities EUR 901 18,785 1,982 19,091 USD 67 - - Total 901 18,852 1,982 19,091 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 49 Capital management The Group and the Company manage share capital, legal reserves, reserves, foreign currency translation, revaluation reserves and retained earnings as capital. The primary objective of the Group’s and the Company’s capital management is to ensure that the Group and the Company comply with the externally imposed capital requirements and to maintain appropriate capital ratios in order to ensure their business and to maximise the shareholders’ benefit. The Group and the Company manage their capital structure and make adjustments to it in the light of changes in the economic conditions. To maintain or adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company is obliged to keep its equity not lower than 50% of its share capital, as imposed by the Law on Companies of the Republic of Lithuania. As at 31 December 2023 and the Company did not comply with this requirement. The Company's equity capital is negative. The issue of compliance with the share capital will be resolved during the restructuring of the Company. 30. Commitments and contingencies The tax authorities may at any time perform investigation of the Company’s accounting registers and records for the period of five years preceding the accounting tax period, as well as calculate additional taxes and penalties. Management of the Company is not aware of any circumstances which would cause calculation of additional significant tax liabilities. Kaunas District Court by the order of 8 September 2022 in civil case No. eB2-1226-555/2022 has opened restructuring proceedings in respect of Snaigė AB (The Company). The order of Kaunas District Court to initiate of restructuring proceedings came into force and Snaigė AB obtained the status of company under restructuring on 20 September 2022. The Company under restructuring continue commercial activities. The corporate commercial activities managed by the Company's management bodies in accordance with their competence and in compliance with the restrictions set out in the order of the Kaunas District Court of 8 September 2022. However, in the course of the process, legal disputes may arise between the Company, its shareholders, creditors or other interested parties concerning the restructuring plan itself or its implementation, which may directly or indirectly affect the Company. On 29 February 2024, the Kaunas District Court, by order in civil proceedings, approved the restructuring plan of AB Snaigė, with the duration of the restructuring process set at 4 years. 31. Related party transactions According to IAS 24 Related Party Disclosures, the parties are considered related when one party can unilaterally or jointly control other party or have significant influence over the other party in making financial or operating decisions or operation matters, or when parties are jointly controlled and if the members of management, their relatives or close persons who can unilaterally or jointly control the Company or the Group or have influence on it. To determine whether the parties are related the assessment is based on the nature of relation rather than the form. The controlling parties of the Group as follows: In 2023: UAB „SME Capital 3“ UAB EDS PROJECTS UAB EDS INVEST 3 UAB EASY DEBT SERVICE UAB Baltic Freight Services In 2022: Vaidana UAB (former controlling party); Hymana Holdings Ltd. (former controlling party); Sekenora Holdings Limited (the parent). The Group has a policy to conduct related party transactions on commercial terms and conditions. Outstanding balances at the year-end are unsecured, interest-free, except the loan granted. As at 31 December 2023 and 31 December 2022, the Group has formed an impairment allowance for doubtful debts related to receivables for advance payments, loans and interest accrued from related parties. Doubtful receivables are tested each year by inspecting the financial position of the related party and assessing the market in which the related party operates. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 50 Financial and investment transactions with the related parties over the year: 2023 2022 Loans Interest Loans Interest Loans Interest Loans Interest taken over taken over granted income received expenses granted income Related parties 9,635 559 - - - - - - Companies, controlled by ultimate - - - - - - - - shareholders Controlling parties - - - - - - - - 9,635 559 - - - - - - 2023 Purchases Sales Receivables Payables Companies, controlled by ultimate shareholders 2 - - 1 Controlling parties - - - - Total 2 - - 1 2022 Purchases Sales Receivables Payables Companies, controlled by ultimate shareholders 72 22 494 - Controlling parties - - - - Total 72 22 494 - The Company’s transactions carried out with subsidiaries: Purchases Sales 2023 2022 2023 2022 Subsidiaries 36 207 105 147 The Company has a policy to conduct transactions with subsidiaries on contractual terms. The Company’s transactions with subsidiaries represent acquisitions and sales of raw materials and finished goods and acquisitions of marketing services, as well as acquisitions of property, plant and equipment. Outstanding balances at the year-end are unsecured, receivables are interest-free and settlement occurs at bank accounts. There were no pledged significant amounts of assets to ensure the repayment of receivables from subsidiaries. The carrying amount of loans and receivables from subsidiaries as at 31 December in the statement of financial position: 2023 2022 Current receivables Subsidiaries 36 63 Total current receivables 36 63 The delay analysis of receivables from subsidiaries and granted loans during the period as at 31 December: Receivables from Receivables from subsidiaries and granted loans past due subsidiaries and granted Less but not impaired Total loans neither past due 30–60 60–90 90–120 More than nor impaired than 30 days days days days 120 days 2023 26 8 - 2 - - 36 2022 30 15 18 - - - 6 3 SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 51 Payables to subsidiaries as at 31 December (included under the trade payables caption in the Company’s statement of financial position): 2023 2022 Subsidiaries 166 170 Remuneration of the management and other payments Remuneration of the Group’s management amounted to EUR 812 thousand (19 employees) during the twelve months of 2023, in 2022 – EUR 922 thousand (21 employees). The management of the Group did not receive any other loans, guarantees; no other payments or property transfers were made or accrued. 32. The Impact of the Military Conflict in Ukraine In response to the geopolitical situation, Snaigė AB has taken all necessary measures to preserve the continuity of the company's operations, employees, clients and partners. At the time of issuing the Statements, the Company continues to operate. Snaigė AB is able to fulfill the placed orders and fulfills them to the best of its ability, however, there are additional potential risks to the Company's operations: - At the time of preparing the Statements, no sanctions related to the military conflict have been imposed on the Company, its management or shareholders. - At the time of preparing the Statements, exports of production to Ukraine are partially resumed. An impairment loss was recognised for receivables from Ukrainian customers. Raw material supplies from Ukraine have partially resumed, but their volumes in 2023 were insignificant (about 1% of total purchases) and the suspension of supplies from Ukraine does not have a direct impact on the Company's operations. - Exports of products to Russia and Belarus are suspended, although there are no trade restrictions or sanctions on the products or the Company’s customers at the time of preparing the Statements. - The indirect impact of the conflict on the Company's and the Group's operations is very negative because: o Due to the resulting tensions, a significant slowdown in trade is observed in almost all of the company's markets (up to 50% of normal volumes in different markets, according to expert estimates). o Significant increases in raw material, transport and energy prices due to the uncertainties caused by the war in Ukraine, and the opportunities to purchase them are decreasing, which has a negative impact on the Company's and the Group's operating results. - There is a risk that the estimates used in the Company's and the Group's accounting, due to the market value of assets, the fair market value of financial instruments and going concern assumptions, may be inaccurate, as it is not yet possible to predict the exact consequences of military conflict for these sizes. At present, it is quite difficult to reasonably estimate the impact on the financial results due to various uncertainties. However, Snaigė AB exports its products to more than 30 countries in Europe and Asia, therefore, the company expects to compensate for poor sales in Ukraine and other markets. 33. The process of Company restructuring In order to implement the restructuring according to the draft restructuring plan of the Company approved by the Extraordinary General Meeting of the Company's Shareholders on 23 June 2022, Snaigė AB on 1 July 2022 applied to the Kaunas District Court with a request to initiate the Company's restructuring case. Kaunas District Court by the order of 8 September 2022 in civil case No. eB2-1226-555/2022 has opened restructuring proceedings in respect of Snaigė AB (The Company). UAB Įmonių Bankroto Administravimo ir Teisinių Paslaugų Biuras (UAB Office of Enterprise Bankruptcy Administration and Legal Services) was appointed as the Administrator (No N-JA0027), authorised person – Aurimas Valaitis. The order to initiate of restructuring proceedings came into force and Snaigė AB obtained the status of company under restructuring on 20 September 2022. Pursuant to the Article 28 of the Law on Insolvency of Legal Entities, from the date of entry into force of the decision to open restructuring proceedings, i.e. from 20 September 2022, and until entry into force of the court's order to approve the Restructuring Plan or to terminate the insolvency proceedings, Snaigė AB is prohibited the following: 1. To execute financial obligations of the company which have not been fulfilled before the date of entry into force of the of the court's order to open restructuring proceedings, including the payment of taxes, interest and penalties; 2. To recover debts from the company; 3. To set off claims other than homogeneous counter-claims which satisfy both of the following conditions: arose before the date of entry into force of the court's order to open restructuring proceedings and such set-off is possible in accordance with the provisions of the tax legislation on off-setting of tax overpayment (arrears); SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 52 4. To calculate penalties and interest on the Company’s obligations arising before the date of entry into force of the court's order to open restructuring proceedings; 5. To fix forced mortgage, easements, usufruct; 6. To pledge the property, guarantee, ensure or otherwise guarantee the fulfilment of obligations of other persons; 7. To sell or otherwise transfer the assets of the company necessary to maintain its viability. The company under restructuring pays all current contributions, i.e. all payments and contributions necessary to ensure the business activities of the company, including the compulsory contributions, which are made during the restructuring proceedings, starting from the date of entry into force of the court's order to open restructuring proceedings. The company's obligations to creditors, arising before the date of entry into force of the court's order to open restructuring proceedings, i.e. before 20 September 2022, will be executed with the terms and conditions set out in the restructuring plan. The company under restructuring continue commercial activities. The corporate commercial activities managed by the company's management bodies in accordance with their competence, as set out in the Company's statutes and other documents governing the Company's activities, and in accordance with the restrictions laid down in the Law on Insolvency of Legal Entities and in the order of Kaunas District Court of 8 September 2022. On 2 January 2023, Snaigė AB held an Extraordinary General Meeting of Shareholders, at which the shareholders approved the Company's restructuring plan. On 20 January 2023, by the decision of the Kaunas District Court, the deadline for submitting the restructuring plan of Snaigė AB to the court was extended until 20 March 2023. On 27 February 2023, the Extraordinary General Meeting of Shareholders approved the revised restructuring plan. On 20 March 2023 a request for approval of the Company's restructuring plan was submitted to the Kaunas District Court. On 4 April 2023 the Kaunas District Court has not approved the restructuring plan of Snaigė AB. On 12 April 2023 a decision was taken to appeal against the decision of the Kaunas District Court not to approve the restructuring plan. The Ordinary General Meeting of Shareholders of Snaigė AB was held on 28 April 2023 which approved changes to the Company's restructuring plan. On 17 May 2023, the Company's creditors' meeting was held and approved the amended restructuring plan. On 7 June 2023, the Court of Appeals of Lithuania annulled the Kaunas District Court's order of 4 April 2023 not to approve the restructuring plan of AB SNAIGĖ and returned it to the court of first instance for a new hearing in order to fully assess and analyse the submitted revised restructuring plan. The Court of First Instance has not yet set a hearing date for the issue of the report. On 13 December 2023 a meeting of creditors of AB Snaigė was held to consider the revised draft restructuring plan of the Company. The creditors approved the revised draft restructuring plan. On 29 February 2024, the Kaunas District Court, by order in civil proceedings, approved the restructuring plan of AB Snaigė, with the duration of the restructuring process set at 4 years. 34. Subsequent events On 1 February 2024, the official offer circular for the purchase of shares in AB Snaigė was approved. The implementation of the offer starts on 5 February 2024 and ends on 19 February 2024. The Extraordinary General Meeting of Shareholders of AB Snaigė was held on 21 February 2024 and adopted the following resolutions: The agenda question 1: Approval of the restructuring plan of AB "Snaigė"; The decision: To approve the restructuring plan of AB Snaige. The agenda question 2: Revocation of the board of AB „Snaigė” in corpore; The decision: To revoke the Board of AB Snaige in corpore. The agenda question 3: The election of the board of AB “Snaigė”; The decision: 5 board members were elected for a new four-year term. The agenda question 4: Approval of the draft contract with the board members of AB "Snaigė" and the procedure for payment of remuneration for the activities of the board members; The decision: To approve the draft contract with the board members of AB "Snaigė" and the procedure for payment of remuneration for the activities of the board members. The agenda question 5: Approval of the remuneration amounts for the members of the board; The decision: To approve EUR 637 remuneration of the board member per one calendar month (before taxes). The agenda question 6: Revocation of the audit committee of AB „Snaigė” in corpore; The decision: To revoke the audit committee of AB „Snaigė” in corpore. The agenda question 7: Authorization the board of AB „Snaigė” to elect a new audit committee. The decision: To authorize the board of AB “Snaigė” to elect members of audit committee. SNAIGĖ AB, company code 249664610, Pramonės str. 6, Alytus, Lithuania CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 (all amounts are in EUR thousand unless otherwise stated) 53 On 22 March 2024 the board of AB Snaigė (hereinafter the „Company”) adopted a decision to approve and publish a notification regarding the intention to delist the Company's shares from trading on the regulated market AB Nasdaq Vilnius and not to continue the public offering of shares. This issue will be considered and voted on in the convened extraordinary general meeting of the Company's shareholders on 15 April 2024. On 15 April 2024, an Extraordinary General Meeting of Shareholders of AB Snaigė was held, at which it was decided to initiate the delisting of all shares issued by AB Snaigė and remove them from trading on the regulated market AB Nasdaq Vilnius and no longer offer them to the public. On 16 April 2024, a letter was received from the Company's shareholder UAB EDS INVEST 3 regarding its intention to submit a mandatory non-competitive takeover bid for the acquisition of the remaining shares of Snaigė AB. Managing Director Darius Varnas 29 of April, 2024 Chief of the Accounting and Finance Department Vytautas Adomaitis 29 of April, 2024 Consolidated annual report for 2023 54 UNDER RESTRUCTURING SNAIGĖ AB AND GROUP CONSOLIDATED ANNUAL REPORT, CORPORATE GOVERNANCE REPORT AND CORPORATE REMUNERATION REPORT 2024-04-29 Consolidated annual report for 2023 55 Confirmation of responsible persons Members of the Company's management bodies, employees and the head of administration and the Company's consultants, responsible for preparation of the consolidated annual report and the consolidated financial statements for 2023, confirm that, to their knowledge, the annual consolidated financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union are accurate and present fairly the assets, liabilities, financial position, profit or loss of the Company and the consolidated entities, and that the consolidated annual report correctly presents an overview of business development and operations, the condition of the Company and its consolidated companies together with a description of main risks and uncertainties encountered. Managing Director of SNAIGĖ AB Darius Varnas Chief of the Accounting and Finance Department of SNAIGĖ AB Vytautas Adomaitis Report prepared: 29 of April, 2024 Place of preparation of the report: Snaigė AB, Pramonės str. 6, Alytus Consolidated annual report for 2023 56 Contents 1. GENERAL INFORMATION ABOUT AB SNAIGĖ ..................................................................................... 57 1.1 Reporting period for which the annual report is prepared ....................................................................... 57 1.2 Basic information about the company ..................................................................................................... 57 1.4 The Company’s group structure .............................................................................................................. 57 1.5 Information about the Company’s offices and affiliates .......................................................................... 57 1.6 Short history of the Company’s activities ................................................................................................ 58 1.7 Mission. Vision. Values. .......................................................................................................................... 59 1.8 List of the most important events in 2023 ............................................................................................... 60 2. CORPORATE GOVERNANCE REPORT ................................................................................................. 60 2.1 AB SNAIGĖ GOVERNANCE AND MANAGEMENT ............................................................................... 60 2.1.1 The Company’s Management bodies .................................................................................................. 60 2.1.2 Corporate governance bodies .............................................................................................................. 60 2.1.3 The Company’s group’s management structure .................................................................................. 62 2.1.4 Procedures of changing the Company’s articles of association........................................................... 62 2.2 AB SNAIGĖ AUTHORISED CAPITAL, SHAREHOLDERS, INFORMATION ABOUT SECURITIES ..... 62 2.2.1 Issuer’s authorized capital .................................................................................................................... 62 2.2.2 Shareholders ........................................................................................................................................ 63 2.2.3 Information about trading of issuer’s securities in the regulated markets ............................................ 64 2.2.4 Information about the repurchase of own shares ................................................................................. 66 2.2.5 Dividends .............................................................................................................................................. 66 2.2.6 Contracts with public circulation of securities dealers .......................................................................... 66 2.2.7 Restrictions on transfer of securities .................................................................................................... 66 2.3 SNAIGĖ OPERATIONS REVIEW ........................................................................................................... 66 2.3.1 General rates, describing the Company's business performance, their behaviour ............................. 66 2.3.2 Production ............................................................................................................................................ 67 2.3.3 Sales ..................................................................................................................................................... 68 2.3.4 Supply ................................................................................................................................................... 70 2.3.5 Employees and human resource policy ............................................................................................... 71 2.3.6 Investment policy .................................................................................................................................. 72 2.3.7 Environment protection ........................................................................................................................ 72 2.3.8 Risk factors related to the business of the Company ........................................................................... 74 2.3.9 Related party transactions.................................................................................................................... 75 2.4 DISCLOSURE FORM CONCERNING THE COMPLIANCE WITH THE GOVERNANCE CODE FOR THE COMPANIES LISTED ON THE REGULATED MARKET ..................................................................... 75 3. OTHER INFORMATION ABOUT SNAIGĖ AB .......................................................................................... 89 3.1 Membership in associated organizations ................................................................................................ 89 3.2 Patents, licenses ..................................................................................................................................... 89 3.3 Recent and the most important events of the Company ......................................................................... 89 3.4 Strategies and plans .............................................................................................................................. 107 4. REMUNERATION REPORT ................................................................................................................... 108 Consolidated annual report for 2023 57 1. GENERAL INFORMATION ABOUT AB SNAIGĖ 1.1 Reporting period for which the annual report is prepared Annual report is prepared for year 2023. 1.2 Basic information about the company The name of the Company – SNAIGĖ AB (hereinafter referred to as “the Company”) Authorised capital as of 31 December 2023 – EUR 6,735,807.15 Address – Pramonės str. 6, LT-62175 Alytus Phone – +370 315 56 206 Fax – +370 315 56 207 E-mail – snaige@snaige.lt Internet web-page – http://www.snaige.lt Legal organisation status – legal entity, public limited company Registered as a Public Enterprise of the Republic of Lithuania (hereinafter referred to as LR) on 1 December 1992 in the Municipality Administration of Alytus; registration number AB 92-119; enterprise register code 249664610. The latest Articles of Association of Snaigė AB were registered on 24 November 2021 in the Register of Legal Entities of the Republic of Lithuania. 1.3 The type of the Company’s main business activities The main business activities of the Company are manufacture of refrigerators and freezers, the manufacture of household electrical appliances and other activities permitted by the laws of Lithuania as indicated in the Articles of Association. 1.4 The Company’s group structure 1.4.1 Information about the Company’s subsidiaries The Company’s group consists of the refrigerator manufacturer Snaigė AB, based in Alytus, and the following subsidiaries: • Almecha UAB. Main activity – manufacturing of miscellaneous machinery and equipment. The enterprise was registered in November 2006. Address: Pramonės str. 6, Alytus, Lithuania. • Snaigė-Ukraine OOO. Main activity – sales of refrigeration appliances, sales, consulting and services. The enterprise was registered in November 2002. Address: Grushevski str. 28-2a/43 Kiev, Ukraine 1.5 Information about the Company’s offices and affiliates The Company has no offices and affiliates. Consolidated annual report for 2023 58 1.6 Short history of the Company’s activities • 1963 – The Company produced its first 25 refrigerators; • 1975 – Over 1 million refrigerators manufactured by this year; • 1983 – The Company started export to foreign countries. • 1990 – The Company has come under the control of the Republic of Lithuania; • 1992 – The Company has been privatised and registered as a public limited liability the Company; • 1995 – The Company was retooled. Use of Freon in the manufacture of refrigerators is discontinued. All the Company's products are manufactured only from ecologically clean materials; • 1997 – The Company has achieved ISO 9001 certification for implementing international quality management standards; • 2000 –The Company's quality management system was successfully re-certified for ISO 9001; • 2001 – The Company has achieved ISO 14001 certification for implementing an environmental management system; • 2002 – The Company started to produce a refrigerator with R600a environmentally friendly refrigerant; Started A + energy efficiency refrigerator production; Snaigė become EU project "Energy +" participant.; • 2003 – A + Grade energy efficiency fridge Snaigė RF310 won the LCI contest "Product of the Year” Gold Medal; • 2004 – The Company opened its new plant in Kaliningrad; • 2006 – The Company acquired 100% of the capital of the Russian wholesale and retail Company Liga Service; • 2006 – Snaigė has made its 10 millionth refrigerator; • 2006 – Display-Cooler Snaigė CD480 awarded by golden medal in annual competition "Lithuanian product of the Year"; • 2006-2007 Snaigė recognised as the most innovative Lithuanian Company; • 2007 – The Company's environmental management system ISO 14001 successfully certificated; • 2007 – Snaigė Alytus plant started serial production of new line models “Snaigė ICE LOGIC” production; • 2007 – Refrigerator Snaigė ICE LOGIC RF34SH A+ awarded "Product of the Year" gold medal; • 2008 Snaigė ICE LOGIC RF31SM A+ was assesed as the "Product of the Year" and awarded a gold medal; • 2008 – Snaigė awarded for "Innovation Award“; • 2009 – The loss of production and devaluation of the ruble conditioned to close the Company's factory in Kaliningrad; • 2010 – AB Snaigė's environmental protection and occupational safety and health management systems have been successfully re-certified for a new three-year period; • 2010 – Refrigerator Snaigė ICE LOGIC RF34SM A++ awarded by golden medal in annual competition "Lithuanian product of the Year". • 2011 – Refrigerator Snaigė ICE LOGIC Glassy RF34SM A++ awarded by golden medal in annual competition "Lithuanian product of the Year". • 2011 Russian company Polair, indirectly acting through UAB VAIDANA, acquired 59.86% of all shares of the Company. • 2013 – Snaigė received the Lithuanian Exporter of the Year Award. • 2013 – Snaigė won within category „The Innovative company” and was awarded with the „Innovation Prize 2013“. • 2013 – the first Lithuanian refrigerator RF34NM with frost-free "No Frost" refrigeration system is ready and launched on the market. • 2013 – Snaigė ICE LOGIC Glassy "Side by side" refrigerator C 29SM - freezer F 22SM A++ is awarded by golden medal in annual competition "Lithuanian product of the Year. • 2013 – production of the highest energy efficiency class A +++ refrigerator Snaigė ICE LOGIC RF34SM is ready. • 2013 – AB Snaigė participated in the project for small and medium business "Gazelė 2013" organized by "Verslo žinios" and is recognized as one of the most successful and fastest growing Lithuanian companies. • 2014 – Refrigerator Snaigė NO FROST RF34 awarded by golden medal in annual competition "Lithuanian product of the Year". • 2015 – In September, the Company attended the international trade show for home appliances IFA 2015 in Berlin where it presented its latest products. SNAIGĖ’s stand attracted much interest from both the attendees of the trade fair and the potential clients. What is more, a fridge upholstered in faux crocodile leather raised great interest from the journalists of the international newspaper and portal USA TODAY. Consolidated annual report for 2023 59 • In 2015, the Company launched a new commercial display fridge CD40. • In 2015, Snaigė AB launched its trading operations and successfully positioned itself in Norway, Sweden, Israel, Georgia and Azerbaijan. • In 2015, the Company introduced its customers to a few new and unique products: luxurious double fridge-freezers with glass surface doors RF34TWINS and a single-door fridge C31 welcomed by the buyers in France and across the Scandinavian countries, along with new products: cooler C 31 and freezer F 27 combination with glass surface doors. • In 2015, existing fridges had enhancements: electronic controls in SNAIGĖ Ice Logic fridge-freezers, introduced. • In 2015, the mass production of fridges with a freezer at the bottom RF31/RF36 A++ with partial NO FROST system was launched. • In 2015, the design of the Young and the Premium refrigerators was implemented for Polish manufacturer AMICA. • In 2016, AB Snaigė fridges climbed to the top of the Lithuanian market. The Company had an 18% share of the refrigerator market. • In 2016, the Company launched its export operations to Jordan. • In 2016, the Company launched its cooperation with one the major Czech home appliance retail chain FAST. • In 2016, the Company’s products were presented in three trade shows in the Czech Republic held by the Company’s trade partners. • In 2017, AB Snaigė developed two new refrigerator design lines SNAIGĖ Fresh Inn and SNAIGĖ Retro and prepared them for mass production. • In 2017, AB Snaigė took part in a trade show for home appliances in the Czech Republic. • In 2017, the Company began trading in Belarus. • In 2018, the Company's business was repeatedly awarded the ISO 9001 certificate. • In 2018, the mass production of the new design lines SNAIGĖ Fresh INN and SNAIGĖ Retro was launched. • In 2018, Snaigė's own stand was opened in a store owned by the Bulgarian home appliance chain Technopolis. • 2019 – a 700 l commercial refrigerator was developed. • 2019 – an inverter compressor has been introduced in refrigerators with a frost-free refrigeration system. • 2020 – Serial production of professional refrigeration equipment "block system" has started. • 2020 – Developed and launched serial production of new refrigerators with the freezer on top (FR25, FR26, FR27). • 2021 – The SNAIGĖ medical refrigerator has received DIN13277 certification. • 2021 – the Company started serial production of medical refrigerators. • 2021 – A refrigerator for a professional kitchen has been developed. • 2022 – The freezer CF70 MF was designed for professional kitchens. • In 2022, the Company began a restructuring process. • In 2023 EDS INVEST 3 acquired a controlling stake in AB SNAIGĖ. • In 2023, the Company added several products to its medical line. • In 2023, the Company started designing laboratory refrigerators. 1.7 Mission. Vision. Values. Mission Our Mission is to develop financially disciplined business that provides consumers with good value and quality products and our shareholders with top-tier returns on their investments. Vision To become the most reliable home appliances brand for consumers in the Eastern Europe and the preferred choice for OEM supplier in the Western Europe. Values Open minded Trustworthy Teamwork Flexibility Consolidated annual report for 2023 60 1.8 List of the most important events in 2023 • EDS INVEST 3 acquired a controlling stake in AB SNAIGĖ. • The Company started designing laboratory refrigerators. 2. CORPORATE GOVERNANCE REPORT 2.1 AB SNAIGĖ GOVERNANCE AND MANAGEMENT 2.1.1 The Company’s Management bodies Management bodies: • General shareholders meeting; • The management board is formed of five members and elected for the period of 4 years; • Head of the Company – Managing Director. The calling of general shareholder meeting, the competence of the meeting has no differences from the procedures and competences indicated in the Law on Companies of Republic of Lithuania. The management board is elected and resigned by general shareholders meeting according to the procedures indicated by the Law on Companies. The management board has a right to take decision to issue bonds. The competence of the management board has no other differences from the competences indicated in the Law on Companies. The work procedures of the management board are set by the board’s work rules of procedure. The competence of the head of the Company, his nomination and resignation procedures are not different from those indicated in the Law on Companies. The Company has the audit committee which is the operating collegial administrative body and which was elected by shareholders in 2009. The audit committee is operating by audit committee’s labour regalement. At the Ordinary General Meeting of Shareholders held on 28 April 2023, Anna Korneeva was appointed as a member of the Audit Committee for a new 4-year term of office. 2.1.1.1 Legal basis of the Company’s operations Snaigė AB uses the Company’s articles of association, Law on Companies of the Republic of Lithuania, other legal acts issued by the Republic of Lithuania and European Union as legal guidelines for operations. 2.1.2 Corporate governance bodies 2.1.2.1 Information about the members of management bodies with regard to the share of the Company’s authorized capital NAME Position Available number of shares, units Share capital, per cent Votes, per cent BOARD Aleksey Kovalchuk Snaigė AB chairman of the board - - - Konstantin Kovalchuk Snaigė AB member of the board - - - Anna Korneeva Snaigė AB member of the board - - - Mikhail Topolin Snaigė AB member of the board - - - ADMINISTRATION (Managing Director and Chief Financial Officer) Darius Varnas Snaigė AB Managing Director - - - Vytautas Adomaitis Snaigė AB Chief of the Accounting and Finance Department - - - Consolidated annual report for 2023 61 2.1.2.2 Information on the management bodies involvement in other companies, institutions and organizations Participating in activities and interests of other companies (31 December 2023): Name Name of organisation, position Share of the capital and votes available in other companies, in percentage Aleksey Kovalchuk Does not participate in activities and interests of other Lithuanian companies - Konstantin Kovalchuk Does not participate in activities and interests of other Lithuanian companies - Anna Korneev Does not participate in activities and interests of other Lithuanian companies - Mikhail Topolin Does not participate in activities and interests of other Lithuanian companies - Darius Varnas UAB Baltic Freight Services, Finance Director 50,01% Vytautas Adomaitis Does not participate in activities and interests of other Lithuanian companies - 2.1.2.3 Chairman of the board, head of administration and chief financial officer Name Education, profession Workplaces in the last 10 years and positions in them Aleksey Kovalchuk Finance Academy under the Government of the Russian Federation Managing Director of OAO Polair, 2009–2013. Managing Director of ZAO Polair-Nedvizhimost. JSC AVIKON, Advisor. Darius Varnas Vilnius University, Faculty of Economics, master's degree From 9 October 2023 – Managing Director of AB Snaigė. From 1 July 2014 – Financial Director of UAB Baltic Freight Services. Vytautas Adomaitis Vilnius State University, Faculty of Economic Cybernetics and Finance, specialization of economist-accountant Chief of the Accounting and Finance Department of AB Snaigė from 3 October 1983. 2.1.2.4 Information about start date and end date of the office term of each member of the management body NAME Start date of the office term End date of the office term BOARD Aleksey Kovalchuk 14/12/2011 21/02/2024 Konstantin Kovalchuk 30/04/2018 21/02/2024 Anna Korneeva 15/05/2019 21/02/2024 Mikhail Topolin 28/04/2023 21/02/2024 ADMINISTRATION (Managing Director and Chief Accountant) Darius Varnas 09/10/2023 Term less agreement Vytautas Adomaitis 03/10/1983 Term less agreement On 21 February 2024, the Extraordinary General Meeting of Shareholders elected the new Board of AB Snaigė. Tomas Svidinskas, Rasa Butkuvienė, Tadas Antanaitis, Pavel Urba, Darius Varnas were elected board members for a four-year term. 2.1.2.5 Information regarding valid conviction of the members of the management bodies for the offences against property, farming procedure and finance There is no such information. 2.1.2.6 Information about benefits and loans granted to governing bodies No benefits and loans granted to governing bodies in 2023. Consolidated annual report for 2023 62 2.1.2.7 Information about the total amounts and average amounts of the salaries, tantiemes and other profit benefits paid by the Company during the reporting period per person No salaries, bonuses, etc. were paid to Board members during 2023. 2.1.2.8 Information about the salaries, tantiemes and other profit benefits paid to the members of the Company’s Supervisory Board and the Board sourced from the enterprises where the share of the authorized capital owned by the Company amounts to more than 20 percent No such payments were made during the accounting period. 2.1.2.9 Information about loans, warranties and securities of the performance of liabilities granted to the members of the management bodies during the accounting period No loans, guarantees or securities were issued for the members of managements bodies during the accounting period. 2.1.2.10 Important agreements, the party of which is the Company and which would take effect, change, or would stop being valid in case the control of the Company changes, also the effect of such agreements, except from the cases when the disclosure of such agreements would result in large damage to the Company As far as it is known to the Company, there are no such agreements. 2.1.2.11 The Company’s and its management bodies members or employees agreements, describing compensation in case the members or employees resign, or are fired without grounded reason, or if their employment ends because of change of control of the Company As far as it is known to the Company, there are no such agreements. 2.1.3 The Company’s group’s management structure Darius Varnas – Managing Director. Ruslanas Lugovik - Executive Director. Rūta Petrauskaitė – Marketing Director. Vytautas Adomaitis – Chief of the Accounting and Finance Department. 2.1.4 Procedures of changing the Company’s articles of association The articles of association of the Company can be modified by the decision of general shareholders meeting, with the qualified majority of 2/3, except from the cases described in the Law on Companies. After the general meeting of the shareholders takes a decision to modify the articles of association, the list of all the modified text in the articles is made and signed by the attorney of the general meeting. Modified articles and documents confirming the decisions to modify the articles have to be submitted to the register of the enterprises during the period specified by the law. In other cases, not described by the Company’s articles of association the Company follows the Civil Code of the Republic of Lithuania, Law on Companies and other legal acts of the Republic of Lithuania. 2.2 AB SNAIGĖ AUTHORISED CAPITAL, SHAREHOLDERS, INFORMATION ABOUT SECURITIES 2.2.1 Issuer’s authorized capital 2.2.1.1 The authorized capital registered in the enterprise register Name of the securities Amount of the securities Nominal value, EUR Total nominal value, EUR Share of the authorized capital, in percentage Ordinary registered shares, ISIN LT0000109274 39,622,395 0.17 6,735,807.15 100 Consolidated annual report for 2023 63 2.2.1.2 Changes in authorized capital during the last 5 years Registration of changed authorized capital The size of the authorized capital before the change Change Reason for change The size of the authorized capital after the change 24/09/2019 11,886,718.50 EUR - 1,584,895.80 The reduction of the authorised capital by reducing nominal value, in order to comply with the provisions of the Law on Companies of the Republic of Lithuania 10,301,822.70 EUR 19/08/2020 10,301,822.70 EUR - 3,566,015.55 Reduction of the authorized capital by reducing the nominal value by transferring this amount to the revaluation reserve. 6,735,807.15 EUR 2.2.1.3 Information with regard to prospective increase of the authorized capital by converting or trading the issued loans or secondary securities for the shares There are no issued debts or secondary securities. 2.2.2 Shareholders 2.2.2.1 Largest shareholders 95,29% of the Company’s authorized capital is owned by the companies and individuals registered in Lithuania, 4,71% for non-residents. As of 31 December 2023, the total number of the Company’s shareholders comprised 1221 (as of 31 December 2022 – 1153). The major shareholder of the Company is UAB EDS INVEST 3 which controls 91.10% of shares. The major shareholders who own or control more than five percent of the issuer’s authorized capital as of 31 December 2023 are listed below: Names (company names, addresses, enterprise register codes) of the shareholders Amount of the ordinary registered shares available, in pcs. Share of the authorized capital and votes available, in percentage Total incl. the ones owned by the shareholder Total incl. the ordinary registered shares owned by the shareholder Total incl. the share of the entities group operating jointly, in percentage share of the votes share of the capital share of the appointed votes share of the capital UAB EDS INVEST 3, Antano Tumėno str.4, Vilnius, Lithuania, 304990969 36,096,193 36,096,193 91.10 91.10 91.10 91.10 - 2.2.2.2 Shareholders with special control rights There are no shareholders with special control rights. 2.2.2.3 Restrictions of shareholders voting rights All the shareholders have equal voting rights. 2.2.2.4 Shareholders agreements, about which the Issuer is informed and due to which the transfer of securities or voting rights can be restricted The issuer has no information about any shareholder agreements of such type. Consolidated annual report for 2023 64 2.2.3 Information about trading of issuer’s securities in the regulated markets 2.2.3.1 Securities included in the trading lists of regulated markets 39,622,395 ordinary registered shares of Snaigė AB, are included into the Secondary trading list of the NASDAQ OMX Vilnius Stock Exchange. The total nominal value of the shares is EUR 6,735,807.15. ISIN LT0000109274. The nominal value of one share is EUR 0.17. 2.2.3.2 Trade of the issuer’s securities in stock exchanges and other organized markets Trade of the Company’s ordinary registered shares in the securities stock exchange was started on 11 August 1995. The ordinary registered shares of Snaigė AB, have been listed in the Official trading list of NASDAQ OMX Vilnius Stock Exchange since 9 April 1998 till 8 May 2009. Since 8 May 2009 the Company on its own initiative requested NASDAQ OMX to switch its shares from NASDAQ OMX Vilnius Official listing and add them to the NASDAQ OMX Vilnius Secondary listing. 2.2.3.2.1 Trade on NASDAQ OMX Vilnius stock exchange Trade in the Company’s shares during 2020-2023 (EUR) Price 2023 2022 2021 2020 Open 0.12 0.19 0.22 0.15 High 0.17 0.194 0.28 0.24 Low 0.11 0.1 0.178 0.102 Last 0.134 0.12 0.19 0.19 Traded volume 226,835 248,731 745,301 280,479 Turnover, million 0.03 EUR 0.04 EUR 0.16 EUR 0.05 EUR Capitalisation, million 5.31 EUR 4.75 EUR 7.53 EUR 7.53 EUR Below you can find the graphs of the Company’s shares turnover and prices during last 5 years. The data from AB NASDAQ OMX Vilnius webpage: https://nasdaqbaltic.com/statistics/lt/instrument/LT0000109274/trading The price of share is in EUR because the trade of shares is in EUR from 22 November 2010. Consolidated annual report for 2023 65 The price of share during the reporting year (information from AB NASDAQ OMX Vilnius webpage): https://nasdaqbaltic.com/statistics/lt/instrument/LT0000109274/trading The share prices graphs of OMX Baltic Benchmark, OMX Vilnius indexes and Snaigė AB for the period from 31 December 2023 until 31 December 2023 are presented below. The information is from AB NASDAQ OMX Vilnius webpage: https://www.nasdaqbaltic.com/statistics/lt/charts Baltic Market indexes Consolidated annual report for 2023 66 2.2.3.2 Trade on other regulated markets The securities are not traded on other regulated markets. 2.2.3.3 Capitalization of securities Capitalisation of Snaigė AB shares and the total capitalisation of shares listed on AB NASDAQ Vilnius on the last trading days of the last year: Baltic equity list 2023 2022 2021 2020 Capitalization, million 5.31 EUR 4.75 EUR 7.53 EUR 7.53 EUR 2.2.4 Information about the repurchase of own shares During 2023, no repurchase of own shares was made. The Company had no own shares at the end of 2023. 2.2.5 Dividends The Company does not have an established procedure for allocation of dividends. The General Shareholders’ Meeting decides whether to pay dividends. 2.2.6 Contracts with public circulation of securities dealers On 20 May 2013 Snaigė AB entered into a contract with UAB FMĮ Orion securities (A. Tumėno str. 4, Vilnius) on the accounting of the financial instruments issued by the Company and management of private securities accounts. 2.2.7 Restrictions on transfer of securities There are no restrictions on the transfer of securities issued. 2.3 SNAIGĖ OPERATIONS REVIEW 2.3.1 General rates, describing the Company's business performance, their behaviour The financial figures for the last year are presented in general. (consolidated data): 2023 2022 2021 Turnover (continuing operations), EUR thousand 17,080 21,220 33,538 Gross profit (continuing operations), EUR thousand 246 (609) 3,249 Net profit (loss) from continuing operations, EUR thousand (3,368) (5,170) (1,974) Net (loss) from discontinued operations, EUR thousand - - - Net profit (loss), EUR thousand (3,368) (5,170) (1,974) Average share price, EUR 0.131 0.147 0.215 Financial figures 2023 2022 2021 Profit before tax indicator, % (current year profitability of continuing operations) -19.29% -27.02% -5.81% General mark-up (continuing operations), % 1.44% -2.87% 9.69% EBITDA mark-up (continuing operations), % -7.5% -12.95% 1.50% Solvency ratio, % (general short-term solvency) 365.02% 333.93% 91.06% Debt to assets ratio, % (general debt ratio) 130.38% 108.01% 86.43% Return on average shareholders’ equity (continuing operations), % -67.75% -357.93% -55.29% Consolidated annual report for 2023 67 Shares indicators 2023 2022 2021 Net profit per share (continuing operations), EUR -0.09 -0.13 -0.05 Net loss per share (discontinued operations), EUR - - - Net profit per share (total), EUR -0.09 -0.13 -0.05 Average annual share market price, EUR 0.131 0.147 0.215 EBITDA per share (continuing operations), EUR -0.03 -0.07 0.01 EBITDA multiplier (EBITDA per share / Average annual share market price) -0.23 -0.48 0.05 Total dividends, EUR thousand - - - Dividends per share, EUR - - - Average net book share value (continuing operations), EUR 0.13 -0.04 0.09 2.3.2 Production 2.3.2.1 The Company's product portfolio Snaigė AB specialises in high-quality household refrigerators and freezers. It also produces refrigerators for commercial use and for hotels and restaurants, as well as industrial refrigeration units. Spare parts for refrigerators, tools and equipment are also produced. The Company produces various high-quality models of household refrigerators, refrigerator-showcases, wine refrigerators, freezers and their spare parts. The Company’s main products is refrigerators. They are classified in several main categories: • Combined refrigerators with separate external doors; • Single cooler refrigerators; • Freezers; • Commercial refrigerators. The industrial refrigeration segment - monoblocks - continues to develop. In 2023, commercial refrigerators were the most produced and sold. The consolidated sales figures for the last three years are as follows: Type of activities 2023 2022 2021 units % units % units % Company’s produced refrigerators sold, units 53,582 100 77.,633 100 155,259 100 including: Combined refrigerators with separate external door 15,664 29.2% 35,290 45.5% 82,104 52.9% Domestic refrigerators (single cooler) 11,552 21.6% 12,000 15.5% 25,188 16.2% Freezers 3,891 7.3% 6,061 7.8% 18,660 12.0% Commercial refrigerators 21,408 40.0% 23,520 30.3% 29,097 18.7% Monoblocks 1,067 2.0% 762 1.0% 210 0.1% Consolidated annual report for 2023 68 The consolidated sales figures for the last three years are as follows: 2.3.2.2 Termination or reduction of production volume with the critical effect on the Company’s performance during the recent 3 economical years During the recent 3 economical years no termination or reduction of production volumes with a critical effect on the Company’s performance occurred. 2.3.3 Sales The company divides its sales markets into the following main groups by importance of sales markets and geographic distribution: Baltic market (Lithuania, Latvia and Estonia), Eastern market (Ukraine, Moldova, Kazakhstan, Uzbekistan, Tajikistan, Kyrgyzstan), European market (Germany, Italy, Poland, Switzerland, France, Belgium, the Netherlands, Portugal, the Czech Republic, Norway, other countries of Western and Central Europe). In 2023, Snaigė AB sold over 53 thousand refrigerators of its own production. Revenue from sales of main production was over EUR 15.8 million, 17 percent less than last year. Sales on the European market accounted for the majority of sales revenue (78.2 percent). Revenues from the Eastern market decreased (9.4%), but revenues from the Baltic market increased (12.4%). Exports accounted for 88.5 percent of total product sales, i.e. EUR 14 million. On 2020 the Company started production of monoblocks and cold rooms, the sales of which in 2023 amounted to 1067 units and EUR 835 thousand. Company’s sales in 2023 (according to sales revenue): European market In 2023, Snaigė AB sold 40 thousand units of refrigerators on the European market and generated revenues of EUR 12.4 million, 22% less than in 2022. The largest sales and revenues were in Germany (11 thousand units, EUR 3.6 million), Poland (8.9 thousand units, EUR 3.1 million) and Switzerland (6.2 thousand units, EUR 1.7 million). Consolidated annual report for 2023 69 Sales in the European market in 2023 (according to income): Eastern market In 2023, the Company sold 6 thousand units of refrigerators on the Eastern market and earned sales revenue of EUR 1.5 million in, i.e. in 19 percent less than 2022. The main factor contributing to the decline in sales was the military situation in Ukraine. Sales in Ukraine decreased to 5.4 thousand units and sales revenue of EUR 1.4 million. In 2022, Snaigė AB has terminated trade relations with Russia. The company continued to develop trade relations only with Moldova. In 2023, the Company sold 0.4 thousand units of refrigerators on this market and generated revenues of EUR 0.11 million. Sales in the Eastern market in 2023 (according to sales revenue): Baltic market In 2023, Snaigė AB sold more than 7.2 thousand refrigerators in the Baltic States market and generated revenues of EUR 1.9 million. This is an increase of 28 percent compared to last year. In 2023, Snaigė AB sold about 6.7 thousand refrigerators in Lithuania, generating sales revenues of more than EUR 1.8 million. In Estonia, 439 refrigerators were sold in 2023, generating revenue of over EUR 0.1 million. Consolidated annual report for 2023 70 Sales in the Baltic market in 2023 (according to income): SNAIGĖ brand portfolio In 2023 the Company sold 32 percent of the products with its own brand SNAIGĖ. Besides these, the Company produced refrigerators under other brands of trade partners and retail networks such as Whirlpool, Exquisit, Severin, Nabo, KBS, Bomann, Point, Cool, POLARNY and others. The Company's brand portfolio in 2023 (according to income): 2.3.4 Supply The materials and completing parts are supplied to the Company from more than 20 countries worldwide. European manufacturers and raw materials suppliers constitute the major part of them. The strategic suppliers are the following: SECOP GmbH, Nidec Global Appliances Europe S.r.l., Depsol Technologies, C.L.N. Slovakia s.r.o., LU-VE Group, Danfoss Appliance Controls, Ebm-papst Landshut GmbH, Coprel srl, SINTUR Sp. z o.o., MARCEGAGLIA POLAND Sp. z o.o., Lisiplast UAB, Hoda UAB, Profilita UAB, Vilkritis UAB, REHAU Industries SE & Co, Schollglas GmbH, ALFACO Polska Sp. z o.o., GMCC&Welling, JIANGSU FENGRUN ELECTRICAL EQUIPMENT GROUP CO.LTD. The priorities set in the purchase strategy of the Company are high quality assurance and effective logistics, competition between suppliers and continuous search for alternative raw materials. Competition between the suppliers and search for alternative raw materials stimulate continuous improvement of the purchased product. The technical servicing teams of Snaigė AB suppliers closely cooperate with the technicians and engineers of the Company in search for common technical solutions increasing quality and decreasing costs of the product. Consolidated annual report for 2023 71 2.3.5 Employees and human resource policy 2.3.5.1 The Company’s human resource policy The Company’s success depends not only on its size, image, strategy, but to a large extent on how it treats its employees. All the challenges and changes faced by the Company are related to the employees, so business effectiveness firstly depends on the ability to manage human resources. The Company’s human resource policy and management is comprised of: human resource planning, employees’ staffing (recruiting, selection, admission, and retention), employees’ development, evaluation, motivation, norms of actions, assurance of occupational safety and social conditions. While facing changes and new challenges, it is most important for the Company to retain qualified, skilled, motivated personnel, able to implement set tasks and help the Company achieve its strategic goals, with as low costs as possible. Strategic management of human resources. The aim of the personnel policy is to help the Company to adapt to new requirements of business environment and accomplish strategic goals while increasing administration effectiveness, connecting human resource practice with the Company’s common business strategy, evaluating human resources. Human resource planning. To ensure effective number of employment positions and structure planning, to ensure human resource demand planning, evaluation of planning quality. Analysis of operations. In order to ensure more effective management of human resources it is necessary to evaluate new operation tasks, to spin off ineffective operations, doubling of functions, regroup and reassign functions. Evaluation of activities and career. The goal of activities evaluation – to align personnel activities with the Company’s goals to a maximum extent. The process of activities management is the setting of clear and achievable goals, monitoring of the progress, coordination of employee’s goals, correction of set goals, annual evaluation of personnel activities. While planning a career, it is important that it is not only directed to the past i.e. results of person’s work, but also to the future – a person’s abilities, their capacity to change, their ability to implement more complex tasks – into his potential. Personnel motivation. In current difficult conditions it is necessary to pay more attention to strengthening social motives: encourage personal goals, increase responsibility taken, increase association with a group or a team, form conditions to realize management, self-expression skills. 2.3.5.2 The employees of the Company in 2021–2023 according to the personnel groups: Employees 2023 2022 2021 Amount % Average salary, EUR Amount % Average salary, EUR Amount % Average salary, EUR Managers 16 4.9 3,373 20 4.7 3,504 21 4.0 3,485 Specialists 58 17.6 1,513 74 17.3 1,392 87 16.8 1,352 Workers 255 77.5 1,005 334 78.0 912 411 79.2 907 In total: 329 100 1,216 428 100 1,123 519 100 1,100 * Average annual data 2.3.5.3 The structure of the Company’s employees in according to education level: Education level of the employees 2023 2022 2021 Amount % Amount % Amount % University education 64 19.5 86 20.1 100 19.3 Professional high school education 225 68.4 287 67.0 348 67 Secondary education 40 12.10 55 12.9 67 12.9 Uncompleted secondary education 0 0 0 0 4 0.8 Total: 329 100 428 100 519 100 * Average annual data Consolidated annual report for 2023 72 2.3.5.4 The employees of the Company and its subsidiaries in 2021–2023 according to personnel groups*: Employees 2023 2022 2021 Amount % Amount % Amount % Managers 18 5.1 22 4.9 22 4.1 Specialists 65 18.4 81 17.9 94 17.3 Workers 270 76.5 349 77.2 427 78.6 Total: 353 100 452 100 543 100 * Average annual data 2.3.6 Investment policy 2.3.6.1 Subsidiary companies’ names, head office addresses, type of activities, the authorised capital, share of the authorized capital unpaid by the Company, net profit (loss), ratio of short-term liabilities and current assets, ratio of total liabilities and total assets SNAIGE – UKRAINE ALMECHA Registration date, head-office address Registration date: November, 2002. Address: Gruševskio str. 28-2a/43, Kiev, Ukraine Registration date: November, 2006. Address: Pramonės str. 6, Alytus, Lithuania Type of activities Sales and marketing services Production of other equipment and machinery Share of the authorized capital available to Snaigė AB, % 99 100 Authorized capital (EUR) 3,927 398,978 Share of the authorized capital unpaid by the Company Fully paid Fully paid 2023 profit (loss) (EUR thousand) 0 (15) 2.3.6.2 The most significant investment projects implemented in the last financial / economic year: types of investments, investment volumes, sources of investment financing, geographic distribution of investments The total amount, spent for implementation of investment programs in 2023, was EUR 91 thousand. The following projects were implemented during the year: 1. New MD14DD and MD35DD models added to the range of medical refrigerators; 2. The LD35DD and LD14DD models are added to the range of laboratory refrigerators; 3. Refrigerators for medical use with blind "Solid" type doors; 4. New monoblocks for cold rooms SGL017 and SGM020 have been developed and started production. EUR 82 thousand was spent on equipment and production preparation for new products, The Solid door mould is modernised, the equipment needed for the production of glass doors and a welding table was purchased and installed. The new products SGL017 and SGM020 were developed using existing, newly acquired equipment, which eliminated the need to invest in new equipment. In 2023, it was allocated EUR 4 thousand for the development of technologies, mastering of specifically important and effective new technological projects, improvement of work places. EUR 5 thousand was spent on technical support of the production and renewal of the equipment worn-out during the year. This amount was used to replace or repair worn-out equipment, such as various punches and dies used for the production of metal parts by stamping. 2.3.7 Environment protection 2.3.7.1 Environmental policy The Company's environmental vision is organic products, clean technology and clean environment. Consolidated annual report for 2023 73 The Company's products, production technology and services cannot do the illegal exposure of atmospheric air, water, employees, consumers and environment. Environment must not be contaminated by waste products of production more than is inevitable and allowed. The Company's management trying to implement a vision and having a clear understanding of environmental importance, assumes the following responsibilities: • Comply with the effective legislative and other requirements applicable to the Company and related to the aspects of environmental protection; • Include the consideration of environmental issues into the Company’s operating strategy; • Protect the environment focusing on the reduction of pollution, consumption of electric power in production and exploitation of refrigerators and coolers; • Continually improve environmental performance; • Increase our staff approach to environmental protection; • Explain the importance of environmental protection policies to the employees and allow access to the policies to all stakeholders; • Analyse the possibilities of impact on suppliers, clients and contractors, suggest them to implement environmental protection principles in their activities, protect the environment with regard to their aspects and life cycle of their operations. 2.3.7.2 Environmental report Snaigė AB is one of the most advanced manufacturing companies of Lithuania in the field of environment protection. Our vision is organic products, clean technology and clean environment. The activities of the Company are regulated by environment protection management system, which complies with international ISO 14001 standard requirements. The system is working since 2001. The Company is currently recertified under international standard ISO 14001, version of 2015. In 2023 the Company’s pollutant emission was in line with the permitted levels; therefore, it received no comments or claims from controlling institutions or business partners. Since 1 January 2015 Snaigė AB, in accordance with Regulation (EC) No 1005/2009 of the European Parliament and of the Council of 16 September 2009 “On substances that deplete the ozone layer” has committed itself to the requirements and does not buy and does not use single or in a mixture with pure and impure (that is recycled and reclaimed), hydro chlorofluorocarbons (HCFC). When developing a new product, the Company gives a priority for the manufacturing processes which save raw materials and resources, for safe transportation, waste elimination and quality of products. In manufacturing the Company tries to use materials which later can be recycled. The Company complies with Directive 2009/125/EC of 21 October 2009 of the European Parliament and European Commission, which regulates design of the products. Snaigė refrigerators are manufactured from ecological materials which do not contain any harmful elements. For example, every plastic part of a refrigerator is marked (according to ISO 1043:1:1997), so that it can be reused one more time, recycled according to Directive 2002/96/EC describing electrical and electronic equipment waste requirements. When designing and producing Snaigė refrigerators, the Company uses various means to reduce the harmful effect on the environment: − No materials are used causing greenhouse effect or deteriorating ozone; − No materials are used which are harmful for human health; − Analysis of materials usage is performed. All the products manufactured by the Company meet the requirements of the following directives and regulation of the European Community: • Regarding non-usage of harmful materials: ▪ RoHS2 Directive 2011/65/EU of the European Parliament and of the Council on the restriction of the use of certain hazardous substances in electrical and electronic equipment. ▪ REACH Regulation (EC) No 1907/2006 of the European Parliament and of the Council on the non-use of high-risk substances (151) which refrigerators may release into the environment; ▪ PAH Decision AFPS-GS-2019:01 PAK of the Government of Germany, which means that SNAIGĖ products meet the polycyclic aromatic hydrocarbons concentration limit for 18 carcinogenic materials; Consolidated annual report for 2023 74 • Regarding contact with food (these regulations mean that the materials applied during the manufacture of Snaigė refrigerators are allowed to contact with food): ▪ Regulation (EC) No 1935/2004 of the European Parliament and of the Council on materials and articles intended to come into contact with food (general); ▪ Commission Regulation (EU) No 10/2011 on plastic materials and articles intended to come into contact with food (for plastics). The purchasers of a refrigerator are also provided with information regarding ecology. They are advised how to install, use, and maintain their refrigerator so that its service life would be extended as much as possible and the effect on the environment would be reduced as much as possible. In addition to this, purchasers are advised how to return the refrigerator after the expiry of its service life. Snaigė AB consistently complies with the requirements of the Kyoto Protocol regarding global warming and climate change. The company saves electricity, water and heat: the use of these resources has been reduced threefold in ten years. 2.3.8 Risk factors related to the business of the Company Macroeconomic Risk. As the Lithuanian economy overcomes the evolving challenges, private consumption and domestic demand are expected to remain relatively stable, mainly driven by a reduction in policy uncertainties and growth in real disposable income. As export markets are sufficiently diversified, country-specific problems would not have a material impact on the company’s business. The risk of higher inflation is related to global commodity and energy prices and potential shortages, which are difficult to predict due to ongoing uncertainties. The risk of exchange rate fluctuations for the Company is minimal due to small trading volumes in foreign currencies and balanced buying and selling flows in different currencies (mainly EUR and USD). Credit market risk. Due to limited access to borrowed capital, the company is exposed to increased cash flow management risk. The Company’s Financial Accounting Accuracy Risk. On 29 April 2023 the Company’s auditor expressed a qualified audit opinion on the Company’s separate and consolidated financial statements. International Trade Restrictions Risk. The Company exports a portion of its production to third countries (outside the European Union). There is a risk that changes in foreign trade policies of third countries could aggravate export conditions to those countries. Any such change would negatively impact export opportunities for the Company and its financial situation. Due to the geopolitical tensions caused by the military conflict in Ukraine, there are possible sanctions and restrictions for the company and its individual trading partners due to political risks. Market Risk. The Company is engaged in the manufacture and sale of refrigeration equipment. Investors assume the risk that the Company may suffer losses aggravating financial situation of the Company in the event of negative changes in product markets and markets of raw materials needed in production processes. Policy Risk. The Company is engaged in manufacturing activities which generate chemical substances harmful to the environment. Environmental matters both at Lithuanian and European Union levels are policy-regulated. There is a risk that in the event of changes in existing environmental requirements and restrictions the Company might need additional investments to ensure compliance of production processes with new requirements. However, such investments should not negatively affect the financial situation of the Company. Due the military conflict in Ukraine, there is a risk that the government of Lithuania or other countries to which the products are exported may adopt various operating restrictions that may adversely affect the company's operations and results. Business Continuity Risk. Business continuity presumptions are disclosed in Note 2.2 of the consolidated audited financial statements for 2023. Operational Risk. This is the risk that includes both direct and indirect losses resulting from improper or inoperative internal processes, systems or technologies, actions by staff and agents, and external factors. Constituent part of the operational risk is legal risk, i.e. risk of losses potentially occurring as a result of the Company’s present or past obligations under various contracts and agreements, legal actions or laws, non-performance or improper performance. Technical and Technological Factors. This includes physical and moral depreciation of a variety of technical means. Risk factors of this type could affect operations of the Company both directly and indirectly. Technological factors can affect the Company directly through physical and moral depreciation of technical base. 2.3.8.1 The main indications about internal control and risk management systems related to the preparation of consolidated financial statements The Audit Committee supervises preparation of the consolidated financial statements, systems of internal control and financial risk management and how the Company follows legal acts that regulate preparation of consolidated financial statements. Consolidated annual report for 2023 75 The Chief Accountant of the Company is responsible for the preparation supervision and the final revision of the consolidated financial statements. Moreover, he constantly reviews International Financial Reporting Standards (IFRS), as adopted by European Union in order to implement IFRS changes in time, analyses the Company’s and the Group’s significant deals, ensures collecting information from the Group companies and timely and fair preparation of this information for the financial statements. The Company’s Chief Accountant periodically informs the Board about the preparation process of financial statements. 2.3.9 Related party transactions The information about related party transactions is disclosed under Note 31 of the consolidated financial statements. 2.4 DISCLOSURE FORM CONCERNING THE COMPLIANCE WITH THE GOVERNANCE CODE FOR THE COMPANIES LISTED ON THE REGULATED MARKET The public limited liability company AB Snaigė (hereinafter referred to as the “Company”), acting in compliance with Article 22 (3) of the Law of the Republic of Lithuania on Securities and paragraph 24.5 of the Listing Rules of AB Nasdaq Vilnius, hereby discloses how it complies with the Corporate Governance Code for the Companies listed on Nasdaq Vilnius as well as its specific provisions or recommendations. In case of non-compliance with this Code or some of its provisions or recommendations, the specific provisions or recommendations that are not complied with and for what reasons, as well as other explanatory information is provided in this form. 2.4.1 Summary of the Corporate Governance Report: According to the Articles of association of AB Snaigė, the governing bodies of the Company are the General Shareholder’s Meeting, the Board and CEO. The Company does not have a Supervisory Council, but supervision functions set by the Law on Companies of the Republic of Lithuania are performed by the Board, which is comprised of 5 members and is elected for 4 years term. At the General Meeting of Shareholders held in 2023, the shareholders elected a Board consisting of four members, of which three board members represent the main shareholder and one independent member. An independent member of the Board has been appointed to the Audit Committee and the Company's Board has been authorised to appoint two members to the Audit Committee in the future. The Company does not have Remuneration and a Nomination Committee as its functions, if necessary, will be performed by the Board by making decisions. The Board elects and recalls CEO of the Company, sets his/her remuneration and other conditions of the employment agreement. The remuneration policy of the Company was approved during the Extraordinary General Meeting of Shareholders held in 15 October 2021. More information about the corporate governance, shareholders’ rights, activities of the Board and the Audit Committee as well as other key points related to the Company’s management are provided in the Consolidated Annual Report of AB Snaigė, for the year ended 31 December 2023. 2.4.2 Structured table for disclosure: PRINCIPLES/ RECOMMENDATIONS YES /NO /NOT APPLICABLE COMMENTARY Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ rights The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance framework should protect the rights of shareholders. 1.1. All shareholders should be provided with access to the information and/or documents established in the legal acts on equal terms. All shareholders should be furnished with equal opportunity to participate in the decision-making process where significant corporate matters are discussed. YES Information about convening shareholders meetings is provided publicly in English and Lithuanian languages through the Nasdaq Vilnius Stock Exchange Central Regulation Base https://www.nasdaqbaltic.com and on Company’s website www.snaige.lt 1.2. It is recommended that the company’s capital should consist only of the shares that grant the same rights to voting, ownership, dividend and other rights to all of their holders. YES Consolidated annual report for 2023 76 1.3. It is recommended that investors should have access to the information concerning the rights attached to the shares of the new issue or those issued earlier in advance, i.e. before they purchase shares. YES Company’s articles of association are provided publicly on Company’s site. There are all information concerning the rights attached to earlier issued shares. 1.4. Exclusive transactions that are particularly important to the company, such as transfer of all or almost all assets of the company which in principle would mean the transfer of the company, should be subject to approval of the general meeting of shareholders. YES The Company would follow the applicable legal acts and the Company's Articles of Association. Currently for concluding such transactions. In accordance with currently applicable laws and the Company's Articles of Association, the Board makes decisions on the investment, transfer and lease of fixed assets with a book value exceeding 1/20 of the Company's authorized capital. 1.5. Procedures for convening and conducting a general meeting of shareholders should provide shareholders with equal opportunities to participate in the general meeting of shareholders and should not prejudice the rights and interests of shareholders. The chosen venue, date and time of the general meeting of shareholders should not prevent active participation of shareholders at the general meeting. In the notice of the general meeting of shareholders being convened, the company should specify the last day on which the proposed draft decisions should be submitted at the latest. YES 1.6. With a view to ensure the right of shareholders living abroad to access the information, it is recommended, where possible, that documents prepared for the general meeting of shareholders in advance should be announced publicly not only in Lithuanian language but also in English and/or other foreign languages in advance. It is recommended that the minutes of the general meeting of shareholders after the signing thereof and/or adopted decisions should be made available publicly not only in Lithuanian language but also in English and/or other foreign languages. It is recommended that this information should be placed on the website of the company. Such documents may be published to the extent that their public disclosure is not detrimental to the company or the company’s commercial secrets are not revealed. YES Documents prepared for the general meeting of shareholders and adopted decisions are announced publicly in Lithuanian and English languages. 1.7. Shareholders who are entitled to vote should be furnished with the opportunity to vote at the general meeting of shareholders both in person and in absentia. Shareholders should not be prevented from voting in writing in advance by completing the general voting ballot. YES 1.8. With a view to increasing the shareholders’ opportunities to participate effectively at general meetings of shareholders, it is recommended that companies should apply modern technologies on a wider scale and thus provide shareholders with the conditions to participate and vote in general meetings of shareholders via electronic means of communication. In such cases the security of transmitted information must be ensured and it must be possible to identify the participating and voting person. NO Shareholders may vote in advance in writing by filling a general ballot paper. The Company does not make it possible to participate and vote at the Meeting by means of electronic communications. Consolidated annual report for 2023 77 1.9. It is recommended that the notice on the draft decisions of the general meeting of shareholders being convened should specify new candidatures of members of the collegial body, their proposed remuneration and the proposed audit company if these issues are included into the agenda of the general meeting of shareholders. Where it is proposed to elect a new member of the collegial body, it is recommended that the information about his/her educational background, work experience and other managerial positions held (or proposed) should be provided. YES 1.10. Members of the company’s collegial management body, heads of the administration 1 or other competent persons related to the company who can provide information related to the agenda of the general meeting of shareholders should take part in the general meeting of shareholders. Proposed candidates to member of the collegial body should also participate in the general meeting of shareholders in case the election of new members is included into the agenda of the general meeting of shareholders. YES The Manager of Company attends the general meeting of shareholders. The opportunity to attend the general meeting of shareholders are also given to Members of the Board and candidates to the Board. Principle 2: Supervisory board 2.1. Functions and liability of the supervisory board The supervisory board of the company should ensure representation of the interests of the company and its shareholders, accountability of this body to the shareholders and objective monitoring of the company’s operations and its management bodies as well as constantly provide recommendations to the management bodies of the company. The supervisory board should ensure the integrity and transparency of the company’s financial accounting and control system. 2.1.1. Members of the supervisory board should act in good faith, with care and responsibility for the benefit and in the interests of the company and its shareholders and represent their interests, having regard to the interests of employees and public welfare. NOT APPLICABLE The Supervisory Board is not formed 2.1.2. Where decisions of the supervisory board may have a different effect on the interests of the company’s shareholders, the supervisory board should treat all shareholders impartially and fairly. It should ensure that shareholders are properly informed about the company’s strategy, risk management and control, and resolution of conflicts of interest. NOT APPLICABLE 2.1.3. The supervisory board should be impartial in passing decisions that are significant for the company’s operations and strategy. Members of the supervisory board should act and pass decisions without an external influence from the persons who elected them. NOT APPLICABLE 2.1.4. Members of the supervisory board should clearly voice their objections in case they believe that a decision of the supervisory board is against the interests of the company. Independent 2 members of the supervisory board should: a) maintain independence of their analysis and decision-making; b) not seek or accept any unjustified privileges that might compromise their independence. NOT APPLICABLE 1 For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions. 2 For the purposes of this Code, the criteria of independence of members of the supervisory board are interpreted as the criteria of unrelated parties defined in Article 31(7) and (8) of the Law on Companies of the Republic of Lithuania. Consolidated annual report for 2023 78 2.1.5. The supervisory board should oversee that the company’s tax planning strategies are designed and implemented in accordance with the legal acts in order to avoid faulty practice that is not related to the long-term interests of the company and its shareholders, which may give rise to reputational, legal or other risks. NOT APPLICABLE 2.1.6. The company should ensure that the supervisory board is provided with sufficient resources (including financial ones) to discharge their duties, including the right to obtain all the necessary information or to seek independent professional advice from external legal, accounting or other experts on matters pertaining to the competence of the supervisory board and its committees. NOT APPLICABLE 2.2. Formation of the supervisory board The procedure of the formation of the supervisory board should ensure proper resolution of conflicts of interest and effective and fair corporate governance. 2.2.1. The members of the supervisory board elected by the general meeting of shareholders should collectively ensure the diversity of qualifications, professional experience and competences and seek for gender equality. With a view to maintain a proper balance between the qualifications of the members of the supervisory board, it should be ensured that members of the supervisory board, as a whole, should have diverse knowledge, opinions and experience to duly perform their tasks. NOT APPLICABLE 2.2.2. Members of the supervisory board should be appointed for a specific term, subject to individual re- election for a new term in office in order to ensure necessary development of professional experience. NOT APPLICABLE 2.2.3. Chair of the supervisory board should be a person whose current or past positions constituted no obstacle to carry out impartial activities. A former manager or management board member of the company should not be immediately appointed as chair of the supervisory board either. Where the company decides to depart from these recommendations, it should provide information on the measures taken to ensure impartiality of the supervision. NOT APPLICABLE . 2.2.4. Each member should devote sufficient time and attention to perform his duties as a member of the supervisory board. Each member of the supervisory board should undertake to limit his other professional obligations (particularly the managing positions in other companies) so that they would not interfere with the proper performance of the duties of a member of the supervisory board. Should a member of the supervisory board attend less than a half of the meetings of the supervisory board throughout the financial year of the company, the shareholders of the company should be notified thereof. NOT APPLICABLE Consolidated annual report for 2023 79 2.2.5. When it is proposed to appoint a member of the supervisory board, it should be announced which members of the supervisory board are deemed to be independent. The supervisory board may decide that, despite the fact that a particular member meets all the criteria of independence, he/she cannot be considered independent due to special personal or company-related circumstances. NOT APPLICABLE 2.2.6. The amount of remuneration to members of the supervisory board for their activity and participation in meetings of the supervisory board should be approved by the general meeting of shareholders. NOT APPLICABLE 2.2.7. Every year the supervisory board should carry out an assessment of its activities. It should include evaluation of the structure of the supervisory board, its work organization and ability to act as a group, evaluation of the competence and work efficiency of each member of the supervisory board, and evaluation whether the supervisory board has achieved its objectives. The supervisory board should, at least once a year, make public respective information about its internal structure and working procedures. NOT APPLICABLE Principle 3: Management Board 3.1. Functions and liability of the management board The management board should ensure the implementation of the company’s strategy and good corporate governance with due regard to the interests of its shareholders, employees and other interest groups. 3.1.1. The management board should ensure the implementation of the company’s strategy approved by the supervisory board if the latter has been formed at the company. In such cases where the supervisory board is not formed, the management board is also responsible for the approval of the company’s strategy. YES The Company’s Board performs supervisory functions set by Law on Companies of the Republic of Lithuania. 3.1.2. As a collegial management body of the company, the management board performs the functions assigned to it by the Law and in the articles of association of the company, and in such cases where the supervisory board is not formed in the company, it performs inter alia the supervisory functions established in the Law. By performing the functions assigned to it, the management board should take into account the needs of the company’s shareholders, employees and other interest groups by respectively striving to achieve sustainable business development. YES By performing the functions assigned to it, the management board takes into account the needs of the company’s shareholders, employees and other interest groups striving to achieve sustainable business development. 3.1.3. The management board should ensure compliance with the laws and the internal policy of the company applicable to the company or a group of companies to which this company belongs. It should also establish the respective risk management and control measures aimed at ensuring regular and direct liability of managers. YES 3.1.4 Moreover, the management board should ensure that the measures included into the OECD Good Practice Guidance 3 on Internal Controls, Ethics and Compliance are applied at the company in order to ensure adherence to the applicable laws, rules and standards. YES 3 Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti-bribery/44884389.pdf Consolidated annual report for 2023 80 3.1.5. When appointing the manager of the company, the management board should take into account the appropriate balance between the candidate’s qualifications, experience and competence. YES 3.2. Formation of the management board 3.2.1. The members of the management board elected by the supervisory board or, if the supervisory board is not formed, by the general meeting of shareholders should collectively ensure the required diversity of qualifications, professional experience and competences and seek for gender equality. With a view to maintain a proper balance in terms of the current qualifications possessed by the members of the management board, it should be ensured that the members of the management board would have, as a whole, diverse knowledge, opinions and experience to duly perform their tasks. YES 3.2.2. Names and surnames of the candidates to become members of the management board, information on their educational background, qualifications, professional experience, current positions, other important professional obligations and potential conflicts of interest should be disclosed without violating the requirements of the legal acts regulating the handling of personal data at the meeting of the supervisory board in which the management board or individual members of the management board are elected. In the event that the supervisory board is not formed, the information specified in this paragraph should be submitted to the general meeting of shareholders. The management board should, on yearly basis, collect data provided in this paragraph on its members and disclose it in the company’s annual report. YES Candidates to the Board members introduce to shareholders specifying working positions in other companies, relations with Company if such has. Company’s annual report discloses all known information. 3.2.3. All new members of the management board should be familiarized with their duties and the structure and operations of the company. YES 3.2.4. Members of the management board should be appointed for a specific term, subject to individual re- election for a new term in office in order to ensure necessary development of professional experience and sufficiently frequent reconfirmation of their status. YES 3.2.5. Chair of the management board should be a person whose current or past positions constitute no obstacle to carry out impartial activity. Where the supervisory board is not formed, the former manager of the company should not be immediately appointed as chair of the management board. When a company decides to depart from these recommendations, it should furnish information on the measures it has taken to ensure the impartiality of supervision. YES The Chairman of the Company’s Board is not and never was the manager of the Company. The Board is elected by shareholders. 3.2.6. Each member should devote sufficient time and attention to perform his duties as a member of the management board. Should a member of the management board attend less than a half of the meetings of the management board throughout the financial year of the company, the supervisory board of the company or, if the supervisory board is not formed at the company, the general meeting of shareholders should be notified thereof. YES Consolidated annual report for 2023 81 3.2.7. In the event that the management board is elected in the cases established by the Law where the supervisory board is not formed at the company, and some of its members will be independent 4 , it should be announced which members of the management board are deemed as independent. The management board may decide that, despite the fact that a particular member meets all the criteria of independence established by the Law, he/she cannot be considered independent due to special personal or company-related circumstances. YES Candidates to the Board members introduce themselves to the shareholders, indicating their positions in other companies, relations with the Company, if any. 3.2.8. The general meeting of shareholders of the company should approve the amount of remuneration to the members of the management board for their activity and participation in the meetings of the management board. YES At present, the remuneration for members of the Board is not paid. If it were considered to pay a fee to the Board members, shareholders would be asked to confirm the amount of remuneration. This is also provided for in the Articles of Association of the Company. 3.2.9. The members of the management board should act in good faith, with care and responsibility for the benefit and the interests of the company and its shareholders with due regard to other stakeholders. When adopting decisions, they should not act in their personal interest; they should be subject to no-compete agreements and they should not use the business information or opportunities related to the company’s operations in violation of the company’s interests. YES According information available to the Company, the members of the Board are guided by the interests of the Company and act for the benefit of Shareholders in performing their duties. 3.2.10. Every year the management board should carry out an assessment of its activities. It should include evaluation of the structure of the management board, its work organization and ability to act as a group, evaluation of the competence and work efficiency of each member of the management board, and evaluation whether the management board has achieved its objectives. The management board should, at least once a year, make public respective information about its internal structure and working procedures in observance of the legal acts regulating the processing of personal data. NO There is no such practice yet. Principle 4: Rules of procedure of the supervisory board and the management board of the company The rules of procedure of the supervisory board, if it is formed at the company, and of the management board should ensure efficient operation and decision-making of these bodies and promote active cooperation between the company’s management bodies. 4.1. The management board and the supervisory board, if the latter is formed at the company, should act in close cooperation in order to attain benefit for the company and its shareholders. Good corporate governance requires an open discussion between the management board and the supervisory board. The management board should regularly and, where necessary, immediately inform the supervisory board about any matters significant for the company that are related to planning, business development, risk management and control, and compliance with the obligations at the company. The management board should inform he supervisory board about any derogations in its business development from the previously formulated plans and objectives by specifying the reasons for this. NOT APPLICABLE The Supervisory board is not formed at the Company. 4 For the purposes of this Code, the criteria of independence of the members of the board are interpreted as the criteria of unrelated persons defined in Article 33(7) of the Law on Companies of the Republic of Lithuania. Consolidated annual report for 2023 82 4.2. It is recommended that meetings of the company’s collegial bodies should be held at the respective intervals, according to the pre-approved schedule. Each company is free to decide how often meetings of the collegial bodies should be convened but it is recommended that these meetings should be convened at such intervals that uninterruptable resolution of essential corporate governance issues would be ensured. Meetings of the company’s collegial bodies should be convened at least once per quarter. YES Board meetings are called at appropriate intervals to ensure continuity of essential corporate governance issues. Extraordinary meetings are convened to deal with urgent matters. 4.3. Members of a collegial body should be notified of the meeting being convened in advance so that they would have sufficient time for proper preparation for the issues to be considered at the meeting and a fruitful discussion could be held and appropriate decisions could be adopted. Along with the notice of the meeting being convened all materials relevant to the issues on the agenda of the meeting should be submitted to the members of the collegial body. The agenda of the meeting should not be changed or supplemented during the meeting, unless all members of the collegial body present at the meeting agree with such change or supplement to the agenda, or certain issues that are important to the company require immediate resolution. YES Agenda and all materials required according to the agenda are sent to the Members of the Board by electronic mail in advance; normally the agenda is not changed during meetings unless it is a necessity to solve additional important issues. 4.4. In order to coordinate the activities of the company’s collegial bodies and ensure effective decision-making process, the chairs of the company’s collegial supervision and management bodies should mutually agree on the dates and agendas of the meetings and close cooperate in resolving other matters related to corporate governance. Meetings of the company’s supervisory board should be open to members of the management board, particularly in such cases where issues concerning the removal of the management board members, their responsibility or remuneration are discussed. NOT APPLICABLE The Supervisory board is not formed at the Company. Principle 5: Nomination, remuneration and audit committees 5.1. Purpose and formation of committee The committees formed at the company should increase the work efficiency of the supervisory board or, where the supervisory board is not formed, of the management board which performs the supervisory functions by ensuring that decisions are based on due consideration and help organise its work in such a way that the decisions it takes would be free of material conflicts of interest. Committees should exercise independent judgment and integrity when performing their functions and provide the collegial body with recommendations concerning the decisions of the collegial body. However, the final decision should be adopted by the collegial body. 5.1.1. Taking due account of the company-related circumstances and the chosen corporate governance structure, the supervisory board of the company or, in cases where the supervisory board is not formed, the management board which performs the supervisory functions, establishes committees. It is recommended that the collegial body should form the nomination, remuneration and audit committees 5 . YES/NO An audit committee has been formed. The nomination and remuneration committees are not formed. If necessary, functions of these committees will perform by the collegial body himself by making decisions. 5 The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial Statements of the Republic of Lithuania provides that public-interest entities (including but not limited to public limited liability companies whose securities are traded on a regulated market of the Republic of Lithuania and/or of any other Member State) are under the obligation to set up an audit committee (the legal acts provide for the exemptions where the functions of the audit committee may be carried out by the collegial body performing the supervisory functions). Consolidated annual report for 2023 83 5.1.2. Companies may decide to set up less than three committees. In such case companies should explain in detail why they have chosen the alternative approach, and how the chosen approach corresponds with the objectives set for the three different committees. 5.1.3. In the cases established by the legal acts the functions assigned to the committees formed at companies may be performed by the collegial body itself. In such case the provisions of this Code pertaining to the committees (particularly those related to their role, operation and transparency) should apply, where relevant, to the collegial body as a whole. YES Provisions of this Code relating to committees are applicable to the collegial body as far as possible in specific circumstances 5.1.4. Committees established by the collegial body should normally be composed of at least three members. Subject to the requirements of the legal acts, committees could be comprised only of two members as well. Members of each committee should be selected on the basis of their competences by giving priority to independent members of the collegial body. The chair of the management board should not serve as the chair of committees. YES The Audit Committee is consisted of two members. Following the resignation of a member of the Board as a member of the Company's Board and of the Audit Committee, the Board plans to elect a new Board member to perform these duties. 5.1.5. The authority of each committee formed should be determined by the collegial body itself. Committees should perform their duties according to the authority delegated to them and regularly inform the collegial body about their activities and performance on a regular basis. The authority of each committee defining its role and specifying its rights and duties should be made public at least once a year (as part of the information disclosed by the company on its governance structure and practice on an annual basis). In compliance with the legal acts regulating the processing of personal data, companies should also include in their annual reports the statements of the existing committees on their composition, the number of meetings and attendance over the year as well as the main directions of their activities and performance. YES/NO The collegial body is determined authority the audit committee formed on 2019 year. Till 2019 year the shareholders meeting approved audit committee regulations and after first approving these regulations was published. 5.1.6. With a view to ensure the independence and impartiality of the committees, the members of the collegial body who are not members of the committees should normally have a right to participate in the meetings of the committee only if invited by the committee. A committee may invite or request that certain employees of the company or experts would participate in the meeting. Chair of each committee should have the possibility to maintain direct communication with the shareholders. Cases where such practice is to be applied should be specified in the rules regulating the activities of the committee. YES 5.2. Nomination committee Consolidated annual report for 2023 84 5.2.1. The key functions of the nomination committee should be the following: 1) to select candidates to fill vacancies in the membership of supervisory and management bodies and the administration and recommend the collegial body to approve them. The nomination committee should evaluate the balance of skills, knowledge and experience in the management body, prepare a description of the functions and capabilities required to assume a particular position and assess the time commitment expected; 2) assess, on a regular basis, the structure, size and composition of the supervisory and management bodies as well as the skills, knowledge and activity of its members, and provide the collegial body with recommendations on how the required changes should be sought; 3) devote the attention necessary to ensure succession planning. NO The nomination committee is not formed. 5.2.2. When dealing with issues related to members of the collegial body who have employment relationships with the company and the heads of the administration, the manager of the company should be consulted by granting him/her the right to submit proposals to the Nomination Committee. NO The nomination committee is not formed. 5.3. Remuneration committee The main functions of the remuneration committee should be as follows: 1) submit to the collegial body proposals on the remuneration policy applied to members of the supervisory and management bodies and the heads of the administration for approval. Such policy should include all forms of remuneration, including the fixed- rate remuneration, performance-based remuneration, financial incentive schemes, pension arrangements and termination payments as well as conditions which would allow the company to recover the amounts or suspend the payments by specifying the circumstances under which it would be expedient to do so; 2) submit to the collegial body proposals regarding individual remuneration for members of the collegial bodies and the heads of the administration in order to ensure that they would be consistent with the company’s remuneration policy and the evaluation of the performance of the persons concerned; 3) review, on a regular basis, the remuneration policy and its implementation. NO The remuneration committee is not formed. 5.4. Audit committee 5.4.1. The key functions of the audit committee are defined in the legal acts regulating the activities of the audit committee 6 . YES 6 Issues related to the activities of audit committees are regulated by Regulation No. 537/2014 of the European Parliament and the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial Statements of the Republic of Lithuania, and the Rules Regulating the Activities of Audit Committees approved by the Bank of Lithuania. Consolidated annual report for 2023 85 5.4.2. All members of the committee should be provided with detailed information on specific issues of the company’s accounting system, finances and operations. The heads of the company’s administration should inform the audit committee about the methods of accounting for significant and unusual transactions where the accounting may be subject to different approaches. YES 5.4.3. The audit committee should decide whether the participation of the chair of the management board, the manager of the company, the chief finance officer (or senior employees responsible for finance and accounting), the internal and external auditors in its meetings is required (and, if required, when). The committee should be entitled, when needed, to meet the relevant persons without members of the management bodies present. YES 5.4.4. The audit committee should be informed about the internal auditor’s work program and should be furnished with internal audit reports or periodic summaries. The audit committee should also be informed about the work program of external auditors and should receive from the audit firm a report describing all relationships between the independent audit firm and the company and its group. YES 5.4.5. The audit committee should examine whether the company complies with the applicable provisions regulating the possibility of lodging a complaint or reporting anonymously his/her suspicions of potential violations committed at the company and should also ensure that there is a procedure in place for proportionate and independent investigation of such issues and appropriate follow-up actions. NO This question will be solved in future. 5.4.6. The audit committee should submit to the supervisory board or, where the supervisory board is not formed, to the management board its activity report at least once in every six months, at the time that annual and half-yearly reports are approved. YES Principle 6: Prevention and disclosure of conflicts of interest The corporate governance framework should encourage members of the company's supervisory and management bodies to avoid conflicts of interest and ensure a transparent and effective mechanism for disclosing conflicts of interest related to members of the company's supervisory and management bodies The corporate governance framework should recognize the rights of shareholders as enshrined in law and promote active cooperation between the company and its shareholders in creating the company's well-being, jobs and financial stability. In the context of this principle, the term shareholders include investors, employees, creditors, suppliers, customers, the local community and other persons with an interest in a particular company. Any member of the company’s supervisory and management body should avoid a situation where his/her personal interests are or may be in conflict with the company’s interests. In case such a situation did occur, a member of the company’s supervisory or management body should, within a reasonable period of time, notify other members of the same body or the body of the company which elected him/her or the company’s shareholders of such situation of a conflict of interest, indicate the nature of interests and, where possible, their value. YES Members of the Company's management body are trying to follow the recommendations listed in this article. Consolidated annual report for 2023 86 Principle 7: Remuneration policy of the company The remuneration policy and the procedure for review and disclosure of such policy established at the company should prevent potential conflicts of interest and abuse in determining remuneration of members of the collegial bodies and heads of the administration, in addition it should ensure the publicity and transparency of the company’s remuneration policy and its long-term strategy. 7.1. The company should approve and post the remuneration policy on the website of the company; such policy should be reviewed on a regular basis and be consistent with the company’s long-term strategy. YES The Company's remuneration policy was approved during the Extraordinary General Meeting of Shareholders on 15 October 2021. 7.2. The remuneration policy should include all forms of remuneration, including the fixed-rate remuneration, performance-based remuneration, financial incentive schemes, pension arrangements and termination payments as well as the conditions specifying the cases where the company can recover the disbursed amounts or suspend the payments. YES 7.3. With a view to avoid potential conflicts of interest, the remuneration policy should provide that members of the collegial bodies which perform the supervisory functions should not receive remuneration based on the company’s performance. YES The remuneration for the work in the Board is not paid to the members of the Board of the Company, unless the remuneration to be paid to the independent members of the board is determined by the shareholders who elect it. 7.4. The remuneration policy should provide sufficient information on the policy regarding termination payments. Termination payments should not exceed a fixed amount or a fixed number of annual wages and in general should not be higher than the non-variable component of remuneration for two years or the equivalent thereof. Termination payments should not be paid if the contract is terminated due to inadequate performance. YES 7.5. In the event that the financial incentive scheme is applied at the company, the remuneration policy should contain sufficient information about the retention of shares after the award thereof. Where remuneration is based on the award of shares, shares should not be vested at least for three years after the award thereof. After vesting, members of the collegial bodies and heads of the administration should retain a certain number of shares until the end of their term in office, subject to the need to compensate for any costs related to the acquisition of shares. YES/NO The company does not have an incentive system for financial instruments. 7.6. The company should publish information about the implementation of the remuneration policy on its website, with a key focus on the remuneration policy in respect of the collegial bodies and managers in the next and, where relevant, subsequent financial years. It should also contain a review of how the remuneration policy was implemented during the previous financial year. The information of such nature should not include any details having a commercial value. Particular attention should be paid on the major changes in the company’s remuneration policy, compared to the previous financial year. YES 7.7. It is recommended that the remuneration policy or any major change of the policy should be included on the agenda of the general meeting of shareholders. The schemes under which members and employees of a collegial body receive remuneration in shares or share options should be approved by the general meeting of shareholders. YES Consolidated annual report for 2023 87 Principle 8: Role of stakeholders in corporate governance The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or mutual agreements and encourage active cooperation between companies and stakeholders in creating the company value, jobs and financial sustainability. In the context of this principle the concept “stakeholders” includes investors, employees, creditors, suppliers, clients, local community and other persons having certain interests in the company concerned. 8.1. The corporate governance framework should ensure that the rights and lawful interests of stakeholders are protected. YES 8.2. The corporate governance framework should create conditions for stakeholders to participate in corporate governance in the manner prescribed by law. Examples of participation by stakeholders in corporate governance include the participation of employees or their representatives in the adoption of decisions that are important for the company, consultations with employees or their representatives on corporate governance and other important matters, participation of employees in the company’s authorized capital, involvement of creditors in corporate governance in the cases of the company’s insolvency, etc. YES 8.3. Where stakeholders participate in the corporate governance process, they should have access to relevant information. YES 8.4. Stakeholders should be provided with the possibility of reporting confidentially any illegal or unethical practices to the collegial body performing the supervisory function. YES The supervisory function performs the Board of the Company. The Company transfers information concerns to the Board in accordance with confidentiality requirements. Principle 9: Disclosure of information The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues, including the financial situation, operations and governance of the company. 9.1. In accordance with the company’s procedure on confidential information and commercial secrets and the legal acts regulating the processing of personal data, the information publicly disclosed by the company should include but not be limited to the following: YES The Company follows this requirement and discloses available information, in accordance with the company’s procedure on confidential information and commercial secrets and the legal acts regulating the processing of personal data. 9.1.1. operating and financial results of the company; YES 9.1.2. objectives and non-financial information of the company; YES 9.1.3. persons holding a stake in the company or controlling it directly and/or indirectly and/or together with related persons as well as the structure of the group of companies and their relationships by specifying the final beneficiary; YES 9.1.4. members of the company’s supervisory and management bodies who are deemed independent, the manager of the company, the shares or votes held by them at the company, participation in corporate governance of other companies, their competence and remuneration; YES Consolidated annual report for 2023 88 9.1.5. reports of the existing committees on their composition, number of meetings and attendance of members during the last year as well as the main directions and results of their activities. YES 9.1.6. potential key risk factors, the company’s risk management and supervision policy. YES 9.1.7. the company’s transactions with related parties. YES 9.1.8. main issues related to employees and other stakeholders (for instance, human resource policy, participation of employees in corporate governance, award of the company’s shares or share options as incentives, relationships with creditors, suppliers, local community, etc.). YES 9.1.9. structure and strategy of corporate governance. YES 9.1.10. initiatives and measures of social responsibility policy and anti-corruption fight, significant current or planned investment projects. This list is deemed minimum and companies are encouraged not to restrict themselves to the disclosure of information included into this list. This principle of the Code does not exempt companies from their obligation to disclose information as provided for in the applicable legal acts. YES 9.2. When disclosing the information specified in paragraph 9.1.1 of recommendation 9.1, it is recommended that the company which is a parent company in respect of other companies should disclose information about the consolidated results of the whole group of companies. YES 9.3. When disclosing the information specified in paragraph 9.1.4 of recommendation 9.1, it is recommended that the information on the professional experience and qualifications of members of the company’s supervisory and management bodies and the manager of the company as well as potential conflicts of interest which could affect their decisions should be provided. It is further recommended that the remuneration or other income of members of the company’s supervisory and management bodies and the manager of the company should be disclosed, as provided for in greater detail in Principle 7. YES 9.4. Information should be disclosed in such manner that no shareholders or investors are discriminated in terms of the method of receipt and scope of information. Information should be disclosed to all parties concerned at the same time. YES The information which is disclosed to all parties concerned at the same time. Principle 10: Selection of the company’s audit firm The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm 10.1. With a view to obtain an objective opinion on the company’s financial condition and financial results, the company’s annual financial statements and the financial information provided in its annual report should be audited by an independent audit firm. YES Consolidated annual report for 2023 89 10.2. It is recommended that the audit firm would be proposed to the general meeting of shareholders by the supervisory board or, if the supervisory board is not formed at the company, by the management board of the company. YES 10.3. In the event that the audit firm has received remuneration from the company for the non-audit services provided, the company should disclose this publicly. This information should also be available to the supervisory board or, if the supervisory board is not formed at the company, by the management board of the company when considering which audit firm should be proposed to the general meeting of shareholders. YES 3. OTHER INFORMATION ABOUT SNAIGĖ AB 3.1 Membership in associated organizations Snaigė AB is a member of the EEPA association. The EEPA is an association established by manufacturers and importers of electrical equipment and batteries and accumulators. The main objective of the association is the implementation of waste management obligations by the association members stipulated in both the EU and Lithuanian legislation. As of 2006 the association organizes waste from electrical and electronic equipment management and as of the end of 2009 – management of waste from batteries and accumulators. 3.2 Patents, licenses The Company’s activities are independent of patents or licences. 3.3 Recent and the most important events of the Company The most important post balance sheet events are presented in the consolidated financial statements. 3.3.1 Recent publicly disclosed information 03-01-2024 Circular for the mandatory takeover bid to buy up the shares of AB Snaigė has been approved JSC Snaigė informs that on 30 January 2024 the Financial Market Supervisory Committee of the Bank of Lithuania has approved the circular of the non-competitive mandatory takeover bid submitted by EDS INVEST 3 UAB, intended for the buy up of the remaining ordinary registered shares of AB Snaigė. In the circular of the mandatory takeover bid submitted to the Bank of Lithuania, the price for one share of AB Snaigė to be paid by the bidder UAB EDS INVEST 3 is EUR 0.129. This price consists of the weighted average of the market price of the shares for the 6 months prior to the date of acquisition of the shares giving rise to the mandatory takeover bid (i.e. from 27 March 2023 to 27 September 2023, inclusive). The start date of the implementation of the mandatory takeover bid is the fourth working day following the approval of the Circular, i.e. 5 February 2024. The duration of the implementation of the mandatory takeover bid shall be 14 (fourteen) calendar days. The buying of shares will be carried out through the Official Bidding Market of AB Nasdaq Vilnius, with UAB FMI Orion Securities as intermediary. Shareholders wishing to respond to mandatory takeover bid and sell their shares may contact any financial brokerage firm or credit institution operating in Lithuania and submit an order to sell their shares in accordance with the procedure agreed with the relevant financial brokerage firm or credit institution. 31-01-2024 Convocation of the Extraordinary General Meeting of Shareholders of Snaigė AB On 21 February 2024 the Extraordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened (hereinafter, the “Meeting”). The place of the meeting –at AB “Snaige” office, at the address Pramonės str. 6, Alytus, Lithuania. The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.). Consolidated annual report for 2023 90 The Meeting’s accounting day – 14 February 2024 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders). Agenda of the Meeting: The agenda question 1: Approval of the restructuring plan of AB "Snaigė"; The agenda question 2: Revocation of the board of AB „Snaigė” in corpore; The agenda question 3: Election of board members of AB "Snaigė"; The agenda question 4: Approval of the draft contract with the board members of AB "Snaigė" and the procedure for payment of remuneration for the activities of the board members; The agenda question 5: Approval of the remuneration amounts for the members of the board; The agenda question 6: Revocation of the audit committe of AB „Snaigė” in corpore; The agenda question 7: Authorization the board of AB „Snaigė” to elect a new audit committee. The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication channels. Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights are available on the website of the Company www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e- mail. The proposals shall be presented in writing to the Company on business days or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via the e-mail shall be sent by e-mail akcininkams@snaige.lt. The proposals to supplement the agenda with the additional issues shall be submitted till 6 February 2024, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposals shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days till 20 February 2024, 2 p.m. or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda. The proposals submitted via the electronic mail shall be sent on akcininkams@snaige.lt. The proposals submitted on this e-mail till 20 February 2024, 2:00 p.m. will be discussed during the Meeting. The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via the electronic mail on akcininkams@snaige.lt. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information. During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Company, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders. Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail akcininkams@snaige.lt no later than the last business day before the meeting at 2:00 p.m. Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The general ballot paper form is on the Company's website www.snaige.lt on menu item “For Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be Consolidated annual report for 2023 91 signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder's authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting. 01-02-2024 Correction: Circular for the mandatory takeover bid to buy up the shares of AB Snaigė has been approved Correction: AB „Snaigė” informs that taking into account the fact that the last day of implementation of the mandatory takeover bid to buy up AB "Snaigė" shares is Sunday, i.e. not a trading day, and in accordance to Art. 1.121 of the Civil Code of Lithuania provisions, the last day of implementation of the mandatory takeover bid is moved to 19 February 2024. JSC Snaigė informs that on 30 January 2024 the Financial Market Supervisory Committee of the Bank of Lithuania has approved the circular of the non-competitive mandatory takeover bid submitted by EDS INVEST 3 UAB, intended for the buy up of the remaining ordinary registered shares of AB Snaigė. In the circular of the mandatory takeover bid submitted to the Bank of Lithuania, the price for one share of AB Snaigė to be paid by the bidder UAB EDS INVEST 3 is EUR 0.129. This price consists of the weighted average of the market price of the shares for the 6 months prior to the date of acquisition of the shares giving rise to the mandatory takeover bid (i.e. from 27 March 2023 to 27 September 2023, inclusive). The start date of the implementation of the mandatory takeover bid is the fourth working day following the approval of the Circular, i.e. 5 February 2024. The duration of the implementation of the mandatory takeover bid shall be 14 (fourteen) calendar days. The buying of shares will be carried out through the Official Bidding Market of AB Nasdaq Vilnius, with UAB FMI Orion Securities as intermediary. Shareholders wishing to respond to mandatory takeover bid and sell their shares may contact any financial brokerage firm or credit institution operating in Lithuania and submit an order to sell their shares in accordance with the procedure agreed with the relevant financial brokerage firm or credit institution. 02-02-2024 Correction: Convocation of the Extraordinary General Meeting of Shareholders of Snaigė AB Correction: The Meeting’s accounting day – 13 February 2024. On 21 February 2024 the Extraordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened (hereinafter, the “Meeting”). The place of the meeting –at AB “Snaige” office, at the address Pramonės str. 6, Alytus, Lithuania. The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.). The Meeting’s accounting day – 13 February 2024 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders). Agenda of the Meeting: The agenda question 1: Approval of the restructuring plan of AB "Snaigė"; The agenda question 2: Revocation of the board of AB „Snaigė” in corpore; The agenda question 3: Election of board members of AB "Snaigė"; The agenda question 4: Approval of the draft contract with the board members of AB "Snaigė" and the procedure for payment of remuneration for the activities of the board members; The agenda question 5: Approval of the remuneration amounts for the members of the board; The agenda question 6: Revocation of the audit committe of AB „Snaigė” in corpore; The agenda question 7: Authorization the board of AB „Snaigė: to elect a new audit committee. The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication channels. Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights are available on the website of the Company www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e- mail. The proposals shall be presented in writing to the Company on business days or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via the e-mail shall be sent by e-mail akcininkams@snaige.lt. The proposals to supplement the agenda with the additional issues shall be Consolidated annual report for 2023 92 submitted till 6 February 2024, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposals shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days till 20 February 2024, 2 p.m. or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda. The proposals submitted via the electronic mail shall be sent on akcininkams@snaige.lt. The proposals submitted on this e-mail till 20 February 2024, 2:00 p.m. will be discussed during the Meeting. The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via the electronic mail on akcininkams@snaige.lt. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information. During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Company, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders. Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail akcininkams@snaige.lt no later than the last business day before the meeting at 2:00 p.m. Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The general ballot paper form is on the Company's website www.snaige.lt on menu item “For Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder's authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting. 21-02-2024 Resolutions of Snaige AB Extraordinary General Meeting of Shareholders The Extraordinary General Meeting of shareholders of Snaige AB was held on 21 February 2024. At the meeting was made following resolutions: THE AGENDA QUESTION: Approval of the restructuring plan of AB "Snaigė" THE DECISION: To approve the restructuring plan of AB “Snaigė” THE AGENDA QUESTION: Revocation of the board of AB „Snaigė” in corpore. THE DECISION: To revoke the board of AB „Snaigė” in corpore. THE AGENDA QUESTION: The election of the board of AB “Snaigė” THE DECISION: The members of the Board for a new four-year term ellected: Tomas Svidinskas; Pavel Urba; Tadas Antanaitis; Rasa Butkuvienė; Darius Varnas. To authorize the General Director of the Company, Darius Varnas (with the right to sub-delegate), to perform all the necessary actions, sign and submit the documents relating to the submission of the changed data to the Register of Legal Entities. THE AGENDA QUESTION: Approval of the draft contract with the board members of AB "Snaigė" and the procedure for payment of remuneration for the activities of the board members. Consolidated annual report for 2023 93 THE DECISION: To approve the draft contract with the board members of AB "Snaigė" and the procedure for payment of remuneration for the activities of the board members. THE AGENDA QUESTION: Approval of the remuneration amounts for the members of the board; THE DECISION: To approve EUR 637 remuneration of the board member per one calendar month (before taxes). 6. THE AGENDA QUESTION: Revocation of the audit committee of AB „Snaigė” in corpore; THE DECISION: To revoke the audit committee of AB „Snaigė” in corpore. 7. THE AGENDA QUESTION: Authorization of the board of AB „Snaigė” to elect a new audit committee; THE DECISION: To authorize the board of AB “Snaigė” to elect members of audit committee. 21-02-2024 Regarding the execution of the takeover bid to buy up shares of AB „Snaigė” AB „Snaigė” informs that during takeover bid to buy up shares of AB „Snaigė“, 91,368 ordinary registered shares were offered for which the offeror UAB EDS INVEST has paid EUR 11,786.46 (without the brokerage fee). The settlement for the offered shares was completed on 21 February 2024. After the execution of the takeover bid UAB EDS INVEST owns 36,187,561 shares of AB „Snaigė” which amount to 91.33 percent of AB „Snaigė” capital and votes. During the executed takeover bid UAB EDS INVEST 3 had offered to buy up 3,526,202 ordinary registered shares of AB „Snaigė” (legal entity code 249664610), EUR 0.17 par value each, ISIN code LT0000109274, amounting to 8,9 percent of AB „Snaigė” issued shares and granting the same amount of votes. 29-02-2024 Kaunas Regional Court approves the restructuring plan of Snaigė AB On 29 February 2024 Kaunas Regional Court issued a ruling approving the restructuring plan of Snaigė AB ("the Company"). The revised Restructuring plan of the Company was approved by the creditors on 13 December 2023 and by the Extraordinary General Meeting of shareholders of the Company on 21 February 2024. 29-02-2024 Consolidated unaudited interim financial information of Snaigė AB for 2023 Snaige AB publishes Consolidated Interim Financial Statements for 2023 (unaudited). 22-03-2024 Information on the election of the Chairman of the Board of AB "Snaigė" On 22 March 2024 Tomas Svidinskas is elected Chairman of the Board of Snaigė AB. 22-03-2024 The board of AB Snaigė approved and publishes a notification on the intention to delist shares of AB Snaigė from trading on the regulated market AB Nasdaq Vilnius and not to continue the public offering of shares On 22 March 2024 the board of AB Snaigė (hereinafter the “Company”) adopted a decision to approve and publish a notification regarding the intention to delist the Company's shares from trading on the regulated market AB Nasdaq Vilnius and not to continue the public offering of shares. This issue will be considered and voted on in the convened extraordinary general meeting of the Company's shareholders on 15 April 2024. Attached: The Notification of the Board. 22-03-2024 Convocation of the Extraordinary General Meeting of Shareholders of Snaigė AB On 15 April 2024 the Extraordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened (hereinafter, the “Meeting”). The place of the meeting –at AB “Snaige” office, at the address Pramonės str. 6, Alytus, Lithuania. The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.). The Meeting’s accounting day – 8 April 2024 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders). The Meeting is being initiated by the Board of the Company and convened by the manager of the Company. Agenda of the Meeting: The agenda question 1: Delisting of AB Snaigė shares from trading on the regulated market AB Nasdaq Vilnius and discontinuation of public offering of AB Snaigė shares; The agenda question 2: Granting of authorizations to the manager of AB "Snaigė". The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication channels. Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights are available on the website of the Company Consolidated annual report for 2023 94 www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e- mail. The proposals shall be presented in writing to the Company on business days or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via the e-mail shall be sent by e-mail akcininkams@snaige.lt. The proposals to supplement the agenda with the additional issues shall be submitted till 1 April 2024, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposals shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days till 12 April 2024, 2 p.m. or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda. The proposals submitted via the electronic mail shall be sent on akcininkams@snaige.lt. The proposals submitted on this e-mail till 12 April 2024, 2:00 p.m. will be discussed during the Meeting. The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via the electronic mail on akcininkams@snaige.lt. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information. During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Company, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders. Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail akcininkams@snaige.lt no later than the last business day before the meeting at 2:00 p.m. Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The general ballot paper form is on the Company's website www.snaige.lt on menu item “For Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder's authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting. The following information and documents are available on the website of the Company www.snaige.lt on menu item “For Investors”: - The notification on the convening of the Meeting, draft resolutions on each agenda issue; - The notification of the Board of the Company about the intention to delist the shares of the Company from trading on the regulated market AB Nasdaq Vilnius and not to continue the public offering of shares; - The total number of the Company’s shares and the number of shares with voting rights on the convening day of the Meeting; - General ballot paper form. 08-04-2024 Convocation of the ordinary General Meeting of Shareholders of Snaigė AB Consolidated annual report for 2023 95 On 30 April 2024 the ordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened (hereinafter, the “Meeting”). The place of the meeting –at AB “Snaige” office, at the address Pramonės str. 6, Alytus, Lithuania. The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.). The Meeting’s accounting day – 23 April 2024 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders). The Meeting is being initiated and convened by the Board of the Company. Agenda of the Meeting: The agenda question 1: Consolidated annual report of “Snaigė” AB on the company’s activity for 2023 with information about the Company strategy and its implementation; The agenda question 2: Auditor's report on the company's 2023 financial statements; The agenda question 3: Approval of the set of financial statements of the company for 2023; The agenda question 4: Approval of distribution of profit (loss) of Snaigė AB for 2023. The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication channels. Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights are available on the website of the Company www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e- mail. The proposals shall be presented in writing to the Company on business days or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via the e-mail shall be sent by e-mail akcininkams@snaige.lt. The proposals to supplement the agenda with the additional issues shall be submitted till 16 April 2024, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposals shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days till 29 April 2024, 2 p.m. or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda. The proposals submitted via the electronic mail shall be sent on akcininkams@snaige.lt. The proposals submitted on this e-mail till 29 April 2024, 2:00 p.m. will be discussed during the Meeting. The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via the electronic mail on akcininkams@snaige.lt. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information. During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Company, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders. Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail akcininkams@snaige.lt no later than the last business day before the meeting at 2:00 p.m. Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The general ballot paper form is on the Company's website www.snaige.lt on menu item “For Consolidated annual report for 2023 96 Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder's authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting. The following information and documents are available on the website of the Company www.snaige.lt on menu item “For Investors”: - The notification on the convening of the Meeting, draft resolutions on each agenda issue; - The total number of the Company’s shares and the number of shares with voting rights on the convening day of the Meeting; - General ballot paper form. 15-04-2024 Resolutions of Snaige AB Extraordinary General Meeting of Shareholders The Extraordinary General Meeting of shareholders of Snaige AB was held on 15 April 2024. At the meeting the following resolutions were made by more than ¾ of the votes of all shareholders which participated in the meeting: 1. THE AGENDA QUESTION: Delisting of AB Snaigė shares from trading on the regulated market AB Nasdaq Vilnius and discontinuation of public offering of AB Snaigė shares. THE DECISION: 1. To initiate the delisting of all shares issued by AB Snaigė and remove them from trading on the regulated market AB Nasdaq Vilnius and no longer offer them to the public. 2. To establish that the shareholders of AB Snaigė, who voted "FOR" the decision to delist AB Snaigė's shares from trading on the regulated market AB Nasdaq Vilnius and no longer offer AB Snaigė's shares to the public, shall submit a circular of the takeover bid to the Bank of Lithuania for approval and at the price indicated in point 1.3 shall implement the takeover bid to buy AB "Snaigė" shares. AB Snaigė's shareholder UAB EDS INVEST 3 shall implement a takeover bid for other shareholders of AB Snaigė who have acquired this obligation and who do not express their will to implement it independently. During the implementation of this takeover bid, all shareholders of AB Snaigė will have the right, but not the obligation, to sell AB Snaigė shares, except for those who in the Meeting adopting the decision to delist AB Snaigė shares from trading on AB Nasdaq Vilnius and no longer offer AB Snaigė shares voted "FOR" such a decision. 3. The price of the takevoer bid, which is implemented in order to remove the shares from trading on the regulated market of AB Nasdaq Vilnius, shall be determined in accordance with paragraph 1 of Part 1 of Article 29 of the Securities Law of the Republic of Lithuania. 2. THE AGENDA QUESTION: Granting of authorizations to the manager of AB "Snaigė". THE DECISION: To authorize and oblige the manager (general director) of AB Snaigė with the right to delegate another person, after the necessary shareholders of the Company have implemented a takeover bid aimed at delisting the Company's shares from trading on AB Nasdaq Vilnius, to perform the necessary actions and submit the necessary documents to AB Nasdaq Vilnius regarding the delisting of the Company's shares in this regulated market. 16-04-2024 Notification of a shareholder's intention to submit a mandatory non-competitive takeover bid the remaining shares of AB Snaigė Snaigė AB informs that on 16 April 2024 a letter from the company's shareholder UAB EDS INVEST 3 was received regarding the intention to submit a mandatory non-competitive takeover bid for the acquisition of the remaining shares of Snaigė AB. The addition: Notice on the intention to submit a non-competitive mandatory takeover bid by UAB EDS INVEST 3. 3.3.2 Significant events in the Company's activities in 2023 02-01-2023 Resolutions of Snaige AB the Extraordinary Meeting of Shareholders The Extraordinary Meeting of shareholders of Snaige AB (further - the Company) was held on 2 January 2023. The following decisions on the agenda questions were adopted at the Extraordinary Meeting of the shareholders: The agenda question: 1. Approval of the Company’s restructuring plan. The decision: 1. Approve the Company’s restructuring plan. 23-01-2023 The deadline for submitting AB SNAIGĖ‘s restructuring plan has been extended In 2023 January, 20, The Kaunas District Court granted the request of AB Snaigė's insolvency administrator Aurimas Valaitis to extend the deadline for submitting the Company's restructuring plan to the court until 2023 March 20 Consolidated annual report for 2023 97 According to the Company's general director, Mindaugas Sologubas, this decision was made because one of the Company's mortgage creditors started transferring claim rights to a new creditor. Since the new creditor needed more time to enter the restructuring process due to the ongoing formalities, it was decided to postpone the consideration of the draft restructuring plan. The Company's other creditors approved the Company's restructuring plan by a majority of votes during the voting. In M. Sologubas's opinion, the Company's restructuring plan meets the interests of the Company and its creditors. It gives optimism that the Company will be able to resolve temporary financial problems. "The main strategic goal of the Company during the restructuring period is to optimize and reorganize the company's activities in such a way that the company can fulfil its obligations to creditors as soon as possible," said M. Sologubas. During the restructuring plan, the Company will implement the planned measures that will help increase the production volume and sales of industrial and medical refrigerating devices with higher added value, as well as the production and sales of more profitable exclusive domestic refrigerating devices. 27-01-2023 The deadline for submitting AB SNAIGĖ's restructuring plan has been extended (additional information provided) In 2023 January, 20, The Kaunas District Court granted the request of AB Snaigė's insolvency administrator Aurimas Valaitis to extend the deadline for submitting the Company's restructuring plan to the court until 2023 March 20 According to the Company's general director, Mindaugas Sologubas, this decision was made because one of the Company's mortgage creditors started transferring claim rights to a new creditor. Since the new creditor needed more time to enter the restructuring process due to the ongoing formalities, it was decided to postpone the consideration of the draft restructuring plan. (Additional information: AB SNAIGĖ's creditor, AO UniCredit Bank, transferred ownership of claim rights to a new creditor, UAB Easy Debt Service) The Company's other creditors approved the Company's restructuring plan by a majority of votes during the voting. In M. Sologubas's opinion, the Company's restructuring plan meets the interests of the Company and its creditors. It gives optimism that the Company will be able to resolve temporary financial problems. "The main strategic goal of the Company during the restructuring period is to optimize and reorganize the company's activities in such a way that the company can fulfil its obligations to creditors as soon as possible," said M. Sologubas. During the restructuring plan, the Company will implement the planned measures that will help increase the production volume and sales of industrial and medical refrigerating devices with higher added value, as well as the production and sales of more profitable exclusive domestic refrigerating devices. 06-02-2023 Convocation of the Extraordinary General Meeting of Shareholders of Snaigė AB On 27 February 2023 the Extraordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened (hereinafter, the “Meeting”). The Company will present the restructuring plan to the shareholders, which changed insignificantly when one of the mortgage creditors of AB SNAIGĖ transferred the claim rights to a new creditor, and the latter wanted to adjust the restructuring plan. According to the Company's restructuring plan, AB SNAIGĖ should resolve the temporary difficulties that arose due to the crisis of raw materials in, the increase in the price of energy resources and the war in Ukraine. Before the change of the mortgage creditor, the Company's other creditors approved the Company's restructuring plan by a majority of votes during the first creditors' meeting. According to Mindaugos Sologubas, the Company's general director, the shareholders' meeting should approve the new restructuring plan because the changes made are not essential. Currently, AB SNAIGĖ continues its activities by manufacturing refrigeration appliances for domestic and professional purposes, paying employees and taxes to the state on time, and developing new projects. The place of the meeting –at AB “Snaige” office, at the address Kareiviu str. 6, Vilnius, Lithuania. The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.). The Meeting’s accounting day – 20 February 2023 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders). The meeting is initiating and convening by the decision of the Managing Director of the Company. Agenda and draft decisions of the Meeting: The agenda question 1. Regarding the approval of the restructuring plan of the Company. Draft of the decision: To approve the restructuring plan of the Company. The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication channels. Consolidated annual report for 2023 98 Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights are available on the website of the Company www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e- mail. The proposals shall be presented in writing to the Company on business days or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via the e-mail shall be sent by e-mail akcininkams@snaige.lt. The proposals to supplement the agenda with the additional issues shall be submitted till 12 February 2023, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposals shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days till 24 February 2023, 2 p.m. or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda. The proposals submitted via the electronic mail shall be sent on akcininkams@snaige.lt. The proposals submitted on this e-mail till 24 February 2023, 2:00 p.m. will be discussed during the Meeting. The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via the electronic mail on akcininkams@snaige.lt. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information. During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Company, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders. Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail akcininkams@snaige.lt no later than the last business day before the meeting at 2:00 p.m. Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The general ballot paper form is on the Company's website www.snaige.lt on menu item “For Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder's authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting. The following information and documents are available on the website of the Company www.snaige.lt on menu item “For Investors”: - The notification on the convening of the Meeting, draft resolutions on each agenda issue; - The total number of the Company’s shares and the number of shares with voting rights on the convening day of the Meeting; - General ballot paper form. 27-02-2023 Resolutions of Snaige AB the Extraordinary Meeting of Shareholders The Extraordinary Meeting of shareholders of Snaige AB (further - the Company) was held on 27 February 2023. Consolidated annual report for 2023 99 The following decisions on the agenda questions were adopted at the Extraordinary Meeting of the shareholders: The agenda question: 1. Approval of the Company’s restructuring plan. The decision: Approve the Company’s restructuring plan. 28-02-2023 Consolidated Interim Report for Year 2022 According to unaudited consolidated data, in 2022 the company reached 21 million. EUR turnover, i.e. one and a half times less than in 2021. According to Mindaugas Sologubas, general director of AB "Snaigė", the decreased turnover of the company is also a consequence of war and the cost raise of resources, transport and energy. “In the first half of last year, the war not only closed Ukraine, one of our largest markets, but also significantly frightened many our customers in Central and Western Europe." – says M. Sologubas.- "The uncertainty of the situation has prompted many of them to postpone their orders, to put their development plans on hold. In almost all of our markets, sales slowed down or even stopped in the first half of the year. Increase of energy prices in the second half of the year also affected significantly to the drop in sales." In order to ensure business continuity, the company prepared restructuring plan for the company's activities and began the restructuring process, which became effective in September. According to the Court, the prospects of the company's activities provided for in the draft restructuring plan lead to the conclusion that the company has real opportunities to restore solvency, which is why it was allowed to restructure. According to Mindaugas Sologubas, general director of AB "Snaigė “, currently the company is continuing to operate, producing refrigerators, developing its new category of industrial refrigeration products and has no intention of stopping. "We are trying to get out of this unfavourable for the company situation on our own," says M. Sologubas. "The biggest internal obstacle to our activity is the lack of working capital. We have many more orders than we can and actually produce. We cannot borrow yet, we pay for raw materials in advance, which also negatively affects the company's result". The company suffered of 2.7 million. EUR unaudited consolidated EBITDA loss. Mr Sologubas points out that almost half of this loss was due to the re-calculation of reserves, provisions and accumulations. This recalculation had to be done by the company following IFRS, due to the restructuring process and the assessment of the consequences of the war in Ukraine. Therefore, according to M.Sologubas, the real results of the company's everyday activities are better. In 2022, AB "Snaigė" exported 93% of its production. Sekenora Holdings Limited, a Cypriot investment company, is the main shareholder of SNAIGĖ. The SNAIGĖ group of companies includes two subsidiaries TOB SNAIGĖ UKRAINA and UAB ALMECHA. AB "Snaigė" is one of the largest employers of Alytus city and district, employing over 360 employees. The company supplies orders and works to many Lithuanian companies, annually pays the State of Lithuania about EUR 3 million. Eur in taxes. 20-03-2023 AB SNAIGĖ submitted a request for approval of the restructuring plan AB SNAIGĖ insolvency administrator Aurimas Valaitis applied to Kaunas Regional Court to approve the company’s restructuring plan. The basis of this application is the meeting of creditors of the company held on 16.03.2023 at which this issue was discussed. The decision to approve the restructuring plan in the group of non-mortgage creditors was taken by a majority vote (79%), and was not taken in the group of mortgage creditors. According to Mindaugas Sologubas, general director of AB "SNAIGĖ", the company respects the opinion of all creditors, is grateful to those who approved the draft restructuring plan and hopes that Kaunas regional court will approve this plan. In the opinion of Mindaugas Sologubas, the company's restructuring plan is in the interests of both the company and its creditors and gives optimism that the company will be able to resolve temporary financial problems. "The main strategic goal during the restructuring period is to optimize and restructure the company's activities so that the company can meet its obligations to creditors as soon as possible," said M. Sologubas. Currently, the company has more orders than it can produce due to lack of working capital, develops new refrigeration appliances, pays with employees and the state on time. Since the start of the restructuring, the company has paid over EUR 0.5 million. Eur to Sodra and more than EUR 0.6 million. Eur in taxes to the state. According to M. Sologubas, AB SNAIGĖ is not only a significant company in the region, employing almost 400 people, but also the only manufacturer of refrigerators in the Baltic States More than a hundred different Lithuanian companies supply AB SNAIGĖ with their products, therefore, in the opinion of M. Sologubas, approval of the restructuring plan will preserve jobs for employees and income for related companies. During the restructuring plan, the company will implement the measures envisaged, which will help to increase the production and sales of professional and medical refrigeration appliances with a higher added value, as well as the production and sales of more profitable household refrigeration appliances. According to M. Sologubas, the company is already continuing its activities in the chosen direction. "Industrial products account for more than half of our turnover. Our goal is to have a fundamentally changed product portfolio in 2025, where professional refrigeration equipment will account for more than 70%. We're working on it at full capacity, we have a plan for how to do it, so I have reason to believe we'll succeed." Consolidated annual report for 2023 100 04-04-2023 The Kaunas Regional Court did not approve the restructuring plan of AB SNAIGĖ On 4 April. the Kaunas Regional Court did not approve the restructuring plan of AB SNAIGĖ. Although it was approved by a majority of both the company's shareholders and the majority of the company's non-mortgage creditors, the mortgage creditor UAB Easy Debt Service voted against this plan. In the opinion of Mindaugas Sologubas, manging director of AB SNAIGĖ, the restructuring plan is an opportunity for the company to solve temporary financial difficulties, optimize and restructure the company's activities so that the company can meet its obligations to all creditors as soon as possible. "The restructuring plan was in the interests of all creditors." - says M. Sologubas. "The failure to approve this plan means that in reality, non-mortgage creditors can hardly count on the recovery of their debt, the beneficiary will only be the mortgage creditor." According to Mindaugas Sologubas, "AB SNAIGĖ is now a functioning, viable company that pays taxes to state and salaries to its employees on time, makes current payments to its creditors, and exports its products to almost 30 European countries. "If the restructuring plan will not be approved, the legendary Lithuanian company, which is counting for sixty years this year, will cease to exist," said M. Sologubas. “-350 employees would be left without work, whose total salary fund in 2022 amounted to EUR 5,615,385.09, and the total amount of contributions charged to SODRA'i in 2022 amounted to EUR 1,393,718.33. Not only the company's creditors, but also the company's suppliers (about 100 companies) and the company's customers would be affected. AB SNAIGĖ, according to Mindaugas Sologubas the Director General, will consider the possibility of appealing against this court decision in accordance with the procedure provided for by legal acts. 07-04-2023 Convocation of the ordinary General Meeting of Shareholders of Snaigė AB On 28 April 2023 the ordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the “Company”) is convened (hereinafter, the “Meeting”). The place of the meeting –at AB “Snaige” office, at the address Kareiviu str. 6, Vilnius, Lithuania. The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.). The Meeting’s accounting day – 21 April 2023 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders). The meeting is initiating and convening by the decision of the Managing Director of the Company. Agenda of the Meeting: The agenda question 1: Consolidated annual report of “Snaigė” AB on the company’s activity for 2022 with information about the Company strategy and its implementation; The agenda question 2: Auditor's report on the company's 2022 financial statements; The agenda question 3: Approval of the set of financial statements of the company for 2022; The agenda question 4: Approval of distribution of profit (loss) of Snaigė AB for 2022; The agenda question 5: Election of the Board for a new term; The agenda question 6: Election of the Audit Committee for the new term. The Company shall not provide the possibility to participate and vote in the Meeting through electronic communication channels. Draft resolutions on agenda issues, documents be submitted to the General Meeting of Shareholders and other information related with the exercising of the shareholders’ rights are available on the website of the Company www.snaige.lt on menu item “For investors”. This information will be also available for the shareholders at the head office of the Company (Pramonės street 6, Alytus) on business days from 9:00 am. till 16:00 pm. (on Fridays till 14:00), tel. +370 315 56206. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing to supplement the agenda of the Meeting by providing the Meeting draft resolution on each additionally proposed issue or in case no resolution is required - the explanation. The proposals to supplement the agenda shall be submitted in writing or by e- mail. The proposals shall be presented in writing to the Company on business days or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. The proposals submitted via the e-mail shall be sent by e-mail akcininkams@snaige.lt. The proposals to supplement the agenda with the additional issues shall be submitted till 13 April 2023, 4:00 p.m. In case the agenda of the Meeting is supplemented the Company will report on it no later than 10 days before the Meeting in the same ways as on convening of the Meeting. Shareholders holding shares that grant at least 1/20 of all votes shall have the right of proposing new draft resolutions on the issues already included or to be included in the agenda of the Meeting. The proposals shall be submitted in writing or by e-mail. The proposals shall be presented in writing to the Company on business days till 27 April 2023, 2 p.m. or by sending it by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175 Alytus, Lithuania. During the Meeting the proposals shall be submitted to the Chairman of the Meeting after he announces the Meeting agenda and no later than the Meeting starts working on the issues of agenda. The proposals submitted via the electronic mail shall Consolidated annual report for 2023 101 be sent on akcininkams@snaige.lt. The proposals submitted on this e-mail till 27 April 2023, 2:00 p.m. will be discussed during the Meeting. The shareholders shall have the right to present questions related to the General Meeting of Shareholders' agenda issues to the Company in advance in writing. The shareholders shall present the questions not later than 3 business days before the Meeting via the electronic mail on akcininkams@snaige.lt. The Company undertakes to respond to the submitted questions via the electronic mail till the Meeting day, except the questions related to the Company’s commercial secret and confidential information. During the registration to attend the Meeting the shareholders or the persons authorized by them shall submit a document which is a proof of his identity. The shareholders' authorized persons shall submit the power of attorney confirmed by the established order. The power of attorney issued by the natural person shall be notarized. A power of attorney issued in a foreign state must be translated into Lithuanian and legalized in the manner prescribed by law. Representative can be authorized by more than one shareholder and shall have a right to vote differently under the orders of each shareholder. The shareholder holding shares of the Company, where the shares have been acquired on his own behalf, but for the benefit of other persons, must disclose before voting at the General Meeting of Shareholders to the Company the identity of the final customer, the number of shares that are put to the vote and the content of the voting instructions submitted to him or any other explanation regarding the participation agreed upon with the customer and voting at the General Meeting of Shareholders. Shareholder shall also have the right to authorize through electronic communication channels another person (natural or legal) to participate and vote in the Meeting on shareholder's behalf. Such authorization shall not be confirmed by the notary officer. The power of attorney issued through electronic communication channels must be confirmed by the shareholder with a safe electronic signature developed by safe signature equipment and approved by a qualified certificate effective in the Republic of Lithuania. The shareholder shall inform the Company on the power of attorney issued through electronic communication channels by e-mail akcininkams@snaige.lt no later than the last business day before the meeting at 2:00 p.m. Each shareholder or representative thereof shall have the right to cast his/her vote in advance in writing by filling in a general ballot paper. The general ballot paper form is on the Company's website www.snaige.lt on menu item “For Investors”. Upon the written shareholder‘s request, the Company no later than 10 days before the Meeting shall send a general ballot paper by registered mail or hand it in person against signature. The general ballot paper filled shall be signed by the shareholder or his/her representative. In case the ballot paper is signed by the shareholder's authorized representative, such person along with the filled ballot paper shall submit the document to confirm the voting right. The ballot paper filled and the document confirming the voting right (if required) shall be submitted in a written form to the Company by registered mail at the address Snaigė AB, Pramonės street 6, LT-62175, Alytus, Lithuania, or by submitting it to the Company. Validated will be dully filled-in ballot papers, received until the meeting. The following information and documents are available on the website of the Company www.snaige.lt on menu item “For Investors”: - The notification on the convening of the Meeting, draft resolutions on each agenda issue; - The total number of the Company’s shares and the number of shares with voting rights on the convening day of the Meeting; - General ballot paper form. 12-04-2023 AB SNAIGĖ decided to appeal against the decision of Kaunas Regional Court not to approve the restructuring plan According to Mindaugas Sologubas, general director of AB SNAIGĖ, the company does not agree with the court's decision not to approve the restructuring plan, since such a decision does not protect the interests of either the company or the company’s non-mortgage creditors. It can only be favourable to one side – the mortgage creditor UAB Easy debt service who, without risking anything, regardless of whether the company continues to operate or is closed. "I cannot accept the fact that a viable company that pays taxes and salaries and counts insist years anniversary may be doomed to closure in the interests of the mortgage creditor. “- said M. Sologubas. – “-350 SNAIGĖ employees would remain without work. Those companies that supply SNAIGE with goods and services would also could be closed or will experience difficulties.” The state would also suffer losses: instead of the 2 million EUR received annually from SNAIGĖ as a tax, it will have to pay social benefits to people who will become unemployed. In 2022, the total salary fund of SNAIGĖ amounted to EUR 5,615,385.09, and the total amount of contributions charged to SODRA in 2022 amounted to EUR 1,393,718.33. The company has paid €723,656.88 in personal income tax alone in the year from 1 March 2022 to 28 March 2023. According to M. Sologubas, the restructuring plan is an opportunity for the company to resolve its temporary financial difficulties, to optimize and restructure the company's activities in such a way that the company can meet its obligations to all creditors as soon as possible. "- In its order, the court did not express doubts about the validity of the restructuring plan, therefore, UAB Easy debt service’s assertions that the company's restructuring plan does not correspond to reality," Consolidated annual report for 2023 102 - said M. Sologubas. – “In this way, the mortgage creditor selfishly forms the opinion that AB SNAIGE will not be able to implement the restructuring plan.” AB SNAIGĖ has every opportunity to operate and develop further. Even in difficult conditions, the company designed and introduced the market a new product: a double refrigerating unit-monobloc TWIN SGL017P2AAX1XSN - an efficient refrigerating unit for refrigerating storage facilities; 585 l capacity professional freezer CF70M; 350 l refrigerator- showcase CD35DM black color modification; 585 l capacity professional refrigerator with glass door CD70MF. Also, the AB SNAIGĖ supplemented its line of medical refrigerators with several important products: Company created a prototype of the MD40 refrigerator with metal doors, and prepared the MD35 refrigerator cabinet for further development. Not only the existing customers of the company were interested in these products, but also number of new ones. AB SNAIGĖ is supported not only by the company's non-mortgage creditors, but also by customers. One of them is world-class manufacturer Whirlpool, who recently signed a factoring agreement with the company. 14-04-2023 Information for the Ordinary General Meeting of Shareholders of SNAIGE AB Additional information for the Ordinary General Meeting of Shareholders of AB "Snaigė" (hereinafter referred to as the "Meeting") to be convened on 28 April 2023 at 10 a.m. The agenda of the meeting is supplemented by item No. 7: Approval of an amendment to the Company's restructuring plan. The Company's shareholders are invited to participate in the Ordinary General Meeting of Shareholders and to vote on the items on the agenda of the Meeting by submitting duly completed general voting ballot to the Company (at Pramonės g. 6, Alytus, Lithuania) in advance. The ballot paper must be accompanied by a document confirming the right to vote. Attached: The general voting ballot. 25-04-2023 AB SNAIGĖ shareholders will consider the adjusted restructuring plan Additional information for the Ordinary General Meeting of Shareholders of AB "Snaigė" (hereinafter referred to as the "Meeting") to be convened on 28 April 2023 at 10 a.m. The Company's shareholders are invited to participate in the Ordinary General Meeting of Shareholders and to vote on the items on the agenda of the Meeting by submitting duly completed general voting ballot to the Company (at Pramonės g. 6, Alytus, Lithuania) in advance. The ballot paper must be accompanied by a document confirming the right to vote. The Company’s shareholders will discuss the adjusted restructuring plan. AB SNAIGĖ made technical corrections taking into account some comments of the Kaunas District Court. They did not influence the essence of the restructuring plan, nor the goals pursued, nor the means to achieve them, nor the term of validity, etc. In the adjusted restructuring plan, the company provided non-personalized lists of its creditors and debtors. In the first version of the plan, protecting the confidentiality of debtors and creditors, this was not done, but both creditors and debtors were disclosed to the court in a separate document. The company's mortgage creditors are also named in the plan. Also added (calculated) the financial requirements covered by the second stage (which was not disclosed in the previously submitted restructuring plan). The company did not agree with other comments of the Kaunas District Court. AB SNAIGĖ appealed the court's decision not to approve its restructuring plan to the Lithuanian Court of Appeal. In the opinion of AB SNAIGĖS, such a decision of the district court represents the interests of only one - the main mortgage creditor and ignores other non-mortgage creditors, most of whom support the company's restructuring plan. Failure to approve the restructuring plan leads to the closure of a functioning company that pays taxes and salaries to its employees on time. More than 350 SNAIGĖ employees may be out of work. Employees of those companies that serve SNAIGĖ will also lose their jobs. According to the mayor of Alytus, Nerijus Cesiulis, AB SNAIGĖ is one of the largest employers not only in Alytus but also in the entire region, its closure will threaten the Alytus region with a social catastrophe, as neither the city of Alytus nor the region will be able to offer so many jobs. In the opinion of AB SNAIGĖ General Director Mindaugas Sologubas, the company's shareholders will undoubtedly approve the adjusted restructuring plan, as its essence, goals and measures remained unchanged. "Our plan is a real and reasonable opportunity not only to solve temporary financial difficulties, to settle with creditors, but also to continue to create and develop the segment of refrigeration equipment, to export, to create added value," said Mindaugas Sologubas. Attached: AB “Snaigė” restructuring plan (adjusted) 27-04-2023 Despite the difficult year of 2022, SNAIGĖ believes in the prospects of its activities SNAIGĖ AB is providing the audited company’s financial statements for 2022, the auditor’s report, the annual report and the project of distribution of profit (loss) for the ordinary general shareholders meeting of the Company which will be held on 28 April 2023. Consolidated annual report for 2023 103 The Company's shareholders are invited to attend the Ordinary General Meeting of Shareholders and to vote on the items on the agenda of the Meeting (Kareivių g. 6, (5th floor) Vilnius, Lithuania). In 2022, the Company reached 21 million. EUR audited consolidated turnover, i.e. 37 percent less than in 2021. According to Mindaugas Sologubas, general director of AB "Snaigė", the falling turnover of the company is also a consequence of war and the cost raise of resources, transport and energy. “In the first half of last year, the war not only deprived Ukraine, one of our largest markets, but also significantly frightened many our customers in central and western Europe." – says M. Sologubas.- "The uncertainty of the situation has prompted many of them to postpone their orders, to put their plans on hold. In almost all of our markets, sales slowed down or even stopped in the first half of the year. Increase of energy prices in the second half of the year also contributed significantly to the drop in sales." The Company, not wanting to risk the future of a viable and potential company, in order to ensure jobs and social guarantees for its employees, initiated a restructuring process, which became effective in September 2022. In its ruling, the Kaunas Regional Court did not express any doubts about the validity of the restructuring plan, but did not approve the plan, since, in its opinion, the plan does not sufficiently represent the interests of the mortgage creditor. AB SNAIGĖ, opposing such a court decision, appealed against it to a higher court. According to Mindaugas Sologubas, general director of AB SNAIGĖ currently the company is continuing to operate, producing refrigerators, developing its new category of industrial refrigeration products and has no intention of stopping. "We are trying to get out of this unfavourable for the company situation on our own," says M. Sologubas. "The biggest internal obstacle to our activity is the lack of working capital. We have many more orders than we can produce. We cannot borrow yet, we pay for raw materials in advance, which also negatively affects the company's result. In this situation, we are supported by most of our creditors and especially by our customers: some pay for the goods earlier than agreed, others do not complain if we are late with the execution of the order, etc. These are WHIRLPOOL (Italia), SEVERIN, KBS, NORD CAP, GASTRO, BOMAN, BAYTRONIC (Germany), AIEA (Moldova), MARIO MIRANDA (Portugal) and many others, our long-term partners. The company's audited consolidated loss before interest, taxes, depreciation and amortization (EBITDA) last year reached 2.7 million. Eur. According to M. Sologubas, almost half of this loss was caused by the recalculation of reserves, provisions and accumulations, which the company carried out due to the restructuring process and the assessment of the consequences of the war in Ukraine. Therefore, according to the manager, the results of direct economic activity are better. "We dared to turn to the Parliament for help," said M. Sologubas. "The SNAIGĖ issue was discussed in the Economic Committee of the Parliament on Wednesday. I am glad that we were heard, the chairman of the committee, Kazys Starkevičius, will hold a separate meeting to examine our problem, seconded by the deputy chairman of the committee, Gintautas Paluckas, who assessed SNAIGĖ as a significant company not only in the region, but also in Lithuania." AB "Snaigė" in 2022 exported 93 percent its products to 30 European and Asian countries. The company's largest markets were Germany, Poland, Austria, Switzerland, Italy, Ukraine. AB SNAIGĖ is one of the largest employers in the city and district of Alytus, the factory employs over 340 employees, the company provides orders and work to many Lithuanian companies. The total wage fund of SNAIGĖ in 2022 amounted to 5.6 million. EUR, and the total amount of calculated contributions to SODRA in 2022 amounted to 1.4 million. Eur. The Company has paid EUR 723,657 in personal income tax alone during the year (from March 1, 2022 to March 28, 2023). More detailed information is provided in the audited consolidated financial statements of AB SNAIGĖ for 2022 (see appendices). Attached: The general voting ballot; 2022 set of financial statements, auditor's report, annual report, draft profit and loss account. 28-04-2023 Resolutions of Snaige AB General Ordinary Meeting of Shareholders The General Ordinary Meeting of shareholders of Snaige AB was held on 28 April 2023. At the meeting was made following resolutions: 1. THE AGENDA QUESTION: Consolidated annual report of “Snaigė” AB on the company’s activity for 2022 with information about the Company strategy and its implementation. In the meeting taken for information the consolidated annual report of “Snaigė” AB on the company’s activity for 2022 with information about the Company strategy and its implementation. 2. THE AGENDA QUESTION: Auditor’s conclusion on the company’s financial statements for 2022. In the meeting taken for information with the auditor’s conclusion on the company’s financial statements for 2022. 3. THE AGENDA QUESTION: Approval of the set of financial statements of the company for 2022. THE DECISION: The set of financial statements of the company for 2022 has been approved. 4. THE AGENDA QUESTION: Approval of distribution of profit (loss) of Snaigė, AB for 2022. THE DECISION: The distribution of profit (loss) of Snaigė, AB for 2022 has been approved: Consolidated annual report for 2023 104 Non-distributed profit (loss) at the end of the last financial year (11,253,712) EUR Net result - profit (loss) of financial year 5,212,518 Eur Profit (loss) for the reporting financial year not recognized in the income statement 889,500 EUR Distributable result- profit (loss) of financial year (15,576,730) Eur Transfers from reserves: 673,581 Eur • For the acquisition of own shares • Transfers from mandatory reserve 673,581 EUR Distributable profit (14,903,149) Eur Distribution of profit 0 • To reserve foreseen by law Non-distributed result - profit (loss) at the end of financial year (14,903,149) EUR 5. THE AGENDA QUESTION: The election of the Board for new term. THE DECISION: For the new Board term to the Board elected: Aleksey Kovalchuk Konstantin Kovalchuk Anna Korneeva Mikhail Topolin To authorize the General Manager of the Company Mindaugas Sologubas (with the right to reauthorize) to perform all necessary actions, sign and submit documents relating with changed date presentation to register of Juridical persons. 6. THE AGENDA QUESTION: The election of the audit committee for new term. THE DECISION: Anna Korneeva elected to audit committee for new 4 years cadence. 7.THE AGENDA QUESTION: Regarding change of the restructuring plan of the Company. THE DECISION: To approve the changed restructuring plan of the Company. 17-05-2023 The creditors of AB SNAIGĖ voted by a majority of votes to support the company's restructuring plan 2023-05-15 a meeting of the company's creditors was held, where the revised restructuring plan of the company was considered. The decision to approve the restructuring plan in the group of non-mortgage creditors was taken by a majority vote (almost 80%), and was not taken in the group of mortgage creditors. SODRA also voted in favour of the restructuring plan. According to Mindaugas Sologubas, general director of AB "SNAIGĖ", the company respects the opinion of all creditors, is grateful to those who approved the restructuring plan and hopes that the Court of Appeal of Lithuania will approve this plan. According to M. Sologubas, the company's restructuring plan is in the interests of both the company and its creditors and is a real way to preserve a viable functioning company that pays salaries to employees on time and settles accounts with the State (since the beginning of the restructuring, the company has paid over EUR 0.5 million Eur to Sodra and more than EUR 0.6 million. Eur in taxes). "The main strategic goal during the restructuring period is to optimize and restructure the company's activities so that the company can meet its obligations to creditors as soon as possible," said M. Sologubas. During the restructuring plan, the company will implement the measures envisaged, which will help to increase the production and sales of industrial and medical refrigeration appliances with a higher added value, as well as the production and sales of more profitable household refrigeration appliances. According to M. Sologubas, the company is already continuing its activities in the chosen direction. "Industrial products account for more than half of our turnover. Our goal is to have a fundamentally changed product portfolio in 2025, where professional refrigeration equipment will account for more than 70%. We're working on it at full capacity, we have a plan for how to do it, so I have reason to believe we'll succeed." Currently, the company has orders more than it can produce due to lack of working capital. According to M. Sologubas, the company is the only manufacturer of refrigerators in the Baltic States and a significant company in the region, which employs almost 400 people. About 100 Lithuanian companies supply various services, materials and parts to AB SNAIGE, therefore, in the opinion of M. Sologubas, approval of the restructuring plan will preserve jobs for employees and income for related companies. 26-05-2023 Information on the election of the Chairman of the Board of AB "Snaigė" Aleksey Kovalchuk is re-elected Chairman of the Board of Snaigė AB. 26-05-2023 First quater rezults According to unaudited consolidated data, in the first quarter of this year AB SNAIGĖ reached over 4.6 million Eur turnover and suffered 0.8 million EUR unaudited consolidated EBITDA loss. Consolidated annual report for 2023 105 According to Mindaugas Sologubas, general director of AB "Snaigė", the first quarter of the year is always the worst, because the season of sale of refrigeration equipment begins in the hot season. And this year it was even worse due to the depletion of energy resources, infliation and increased interest rates on loans. These circumstances did not encourage consumers in all the company's markets to upgrade their household refrigeration appliances. There was also a huge shortage of sales to Ukraine, which in the first months of this year survived numerous bombardments of electrical stations and the cities themselves, and almost did not buy the company's refrigerators. AB SNAIGEI was much better at selling commercial refrigeration equipment. In this segment, there were more orders than the company could produce due to the lack of working capital. Most of the commercial equipment was exported to Germany, Italy and Poland. The rise in energy and the increase in average wages also increased the company's own costs. The purchase of raw materials and parts in advance also worsened the company's result. In the opinion of M. Sologubas, if the company had sufficient working capital, its sales and profitability would increase significantly. Despite the circumstances, AB SNAIGĖ does not intend to stop and abandon its plans. The company continues to develop its new line of industrial refrigeration products, making its way to new markets and new business segments. According to M. Sologubas, the second quarter must be better: more and more orders are placed by Ukrainian customers, we hope for a successful outcome of negotiations with potential customers of medical refrigeration equipment and monoblock refrigeration units. AB SNAIGĖ is currently awaiting the decision of the Court of Appeal of Lithuania on its restructuring plan. The company expects the court to approve the plan, thus enabling the company to operate and settle with its creditors. The vast majority (over 80 per cent) of all non-mortage creditors of the company and SODRA support this plan. The company is supported by the Economic Committee of the Lithunainan Parlament and a large number of the company's customers. AB SNAIGĖ was forced to start the process of reconstruction in order to preserve the continuity of activities, which was threatened by the outbreak of the war in Ukraine last year. Attached: 1. AB Snaige consolidated interim financial statements for three months period ended 31 March 2023 (unaudited). 07-06-2023 The Court of Appeal of Lithuania annulled the decision of the first instance not to approve the restructuring plan of AB SNAIGĖ The Court of Appeal of Lithuania annulled the 2023 decision of the Kaunas District Court April 4 the decision not to approve AB SNAIGĖ's restructuring plan and returned it to the court of first instance for re-examination, in order to fully assess and analyze the revised restructuring plan submitted. General director of AB SNAIGĖ, Mindaugas Sologubas, positively assesses the decision of the Lithuanian Court of Appeal and hopes that the Kaunas District Court will evaluate the revisions to the restructuring plan, which the company made taking into account the comments of the Kaunas District Court, as well as the company's potential, its importance and the created value not only for the region but also and the state, and will approve the revised restructuring plan. According to Mindaugas Sologubas, the restructuring plan is an opportunity for AB SNAIGĖ to solve the temporary financial difficulties the company faced after the war in Ukraine started last year. "The main strategic goal of the company during the restructuring period is to optimize and reorganize the company's operations in such a way that the company fulfills its obligations to creditors and becomes profitable again," - said M. Sologubas. According to M. Sologubas, AB SNAIGĖ is already operating according to the restructuring plan: optimizing production processes, looking for new markets and new customers, developing a more profitable range of professional refrigeration equipment, providing others with production services, etc. "AB SNAIGĖ is a functioning, viable, company that pays taxes to the state and Sodra on time, salaries to its employees, makes current payments to its creditors, and exports its products to almost 30 European countries," said M. Sologubas. In the opinion of the head of AB SNAIGĖ, the company's restructuring plan meets the interests of both the company and its creditors and is a realistic way to preserve a viable operating company that pays salaries to employees on time and settles with the state. 11-07-2023 Company information on a material event 11 July 2023 AB "Snaigė" (hereinafter referred to as the "Company") has received a notification from the mortgage creditor UAB EDS INVEST 3. By this notification, the Company is informed that UAB EDS INVEST 3 has submitted a notification of concentration to the Competition Council of the Republic of Lithuania on 11 July 2023, requesting to authorise a concentration between UAB EDS INVEST 3 and the Company by acquiring 36,096,193 ordinary registered dematerialised shares of the Company from the Company's current shareholder SEKENORA HOLDINGS LIMITED (legal No. HE371000, Address Arch. Makrios III Avenue 232, APOLLO COURT, Flat/Office 504, Limassol, Cyprus). The Company has no further information on this transaction. 02-08-2023 Company information on a material event Consolidated annual report for 2023 106 Competition Council of the Republic of Lithuania in 2023 August 1 decided to allow the concentration of UAB EDS INVEST 3 by acquiring the shares of the joint-stock company "Snaigė". 10-08-2023 AB SNAIGĖ doubles EBITDA in the first half of the year AB SNAIGĖ achieved excellent results in the first half of the year, clearly reflected in the doubling of its consolidated unaudited EBITDA from EUR -1.7 million for the same period last year to EUR -0.8 million this year. The significant and positive difference between this year's and last year's EBITDA demonstrates the Company's potential and viability. It is clear evidence that the Company is moving forward in the right direction. Mindaugas Sologubas, Managing Director of Snaigė AB, says that not only the achieved results are pleasing, but also their positive dynamics. "The Company is slowly but surely climbing out of a deep deficit", says Sologubas. We are particularly pleased with the second quarter results: since the announcement of the restructuring in the first half of 2022, we finally have positive EBITDA. Although we only earned EUR 2,000, this is a huge breakthrough for the Company, as last year in the same quarter we had an EBITDA loss of EUR 1 million and were in a really unenviable situation. Even under the most adverse conditions, we did not give up and achieved a positive result thanks to the efficient work of the entire SNAIGĖ team, the support of our customers and suppliers. Sales revenues of EUR 9.2 million in the first half of this year are around 20% lower than in the same period last year. According to M. Sologub, this is a consequence of limited working capital. "We have more orders than we can produce due to limited working capital, so we are forced to postpone or even not accept some orders. It is not possible to attract additional financing and increase sales volumes in the absence of an approved restructuring plan," said M. Sologubas. Although the Company's restructuring plan has not been approved due to the legal proceedings that have been dragging on for almost a year, AB SNAIGĖ is already implementing its objectives: it is increasing the production volumes of more profitable professional refrigeration equipment (from 61% in 2022 to 69% in 2023), expanding the range of these products, employing its own production facilities to fulfil the orders of other manufacturing companies, expanding the base of its existing customers, and expanding its reach into new markets. By implementing its strategy and strengthening its financial position, the Company is effectively tackling the challenges of the past and striving to achieve sustainable growth for the future. AB SNAIGĖ is currently awaiting a second decision of the Kaunas Regional Court on its restructuring plan. The Company hopes that the court will approve the plan, thus allowing the Company to operate and pay its creditors. The vast majority (over 80%) of the company's non-mortgage creditors and Sodra support the plan. The Company is supported by the Economic Committee of the Seimas and the vast majority of its customers. AB SNAIGĖ was forced to embark on a restructuring process in order to preserve the continuity of its operations, which were threatened by the outbreak of the war in Ukraine last year. 29-09-2023 EDS INVEST 3 acquired a controlling stake in AB SNAIGĖ On September 29, 2023, AB SNAIGĖ received a notification from UAB EDS INVEST 3 regarding the completion of a share purchase and sale transaction. UAB EDS INVEST 3 acquired 36,096,193 units of ordinary registered non-material company shares from the former company shareholder SEKENORA HOLDINGS LIMITED on September 28, 2023, at a price of 500,000 EUR, i.e., 0.01385 per share unit. Taking into account the requirements of Article 26 of the Securities Law, UAB EDS INVEST 3 intends to submit a mandatory official offer to purchase the remaining company shares. 03-10-2023 Company information on a material event After change of controlling shareholder, the Board of AB SNAIGĖ has dismissed Mindaugas Sologubas from the position of the company's general director from October 4, 2023, and appointed Company‘s executive director Ruslanas Lugovik as temporary general director from October 5, 2023. 03-10-2023 Notification of a shareholder's intention to launch a mandatory non-competitive tender offer for the remaining shares of AB Snaigė Snaigė informs that on 3 October 2023 a letter from the company's shareholder UAB EDS INVEST 3 was received regarding the intention to make a mandatory non-competitive tender offer for the acquisition of the remaining shares of AB Snaigė. The addition: UAB EDS INVEST 3 notification of intention to make an official offer. 03-10-2023 Notification on the acquisition of voting rights On 3 rd October 2023, Snaige AB received shareholder’s UAB EDS INVEST 3 notification on acquisition of the voting rights. The addition: UAB EDS INVEST 3 notification on the acquisition of the voting rights. Consolidated annual report for 2023 107 06-10-2023 New General director appointed in SNAIGĖ AB The Board of SNAIGĖ AB has appointed Darius Varnas as General Director, who will take up this position on 9 October 2023. Darius Varnas has extensive experience in financial management and leadership. He has worked for Swedbank in the area of loan restructuring, as well as for AB Utenos Trikotažas as Finance Director. 23-11-2023 Improved EBITDA Results for AB SNAIGĖ in the Third Quarter of This Year In the third quarter of this year, AB SNAIGĖ, whose controlling stake was recently acquired by the Lithuanian capital company UAB EDS INVEST 3, reported a consolidated unaudited EBITDA of 0.235 million EUR. In the same period last year, the EBITDA indicator was negative, amounting to 1 million EUR. The company's consolidated unaudited EBITDA for the first three quarters was negative at -0.6 million EUR. During the same period last year, the company incurred an EBITDA loss of over 1.9 million EUR. In the third quarter of this year, the company achieved a consolidated unaudited revenue of 4.65 million EUR, which is 2% lower compared to the same period last year. The consolidated unaudited revenue for the first three quarters amounted to 13.8 million EUR, reflecting a 16.4% decrease compared to the same period last year. Throughout the first three quarters of this year, the company exported nearly 95% of its production. The main export markets included Germany, Ukraine, Poland, the Czech Republic, and Switzerland. 27-11-2023 Company information on a material event regarding the preparation of the draft of restructuring plan AB "Snaigė" submits a revised draft of the restructuring plan and requests the insolvency administrator to convene a meeting of creditors, to which this draft of the restructuring plan would be submitted for consideration. 13-12-2023 Creditors approved the revised draft restructuring plan of AB Snaige On 13 December 2023 a meeting of creditors of AB Snaigė was held to consider the revised draft restructuring plan of the Company. The creditors approved the revised draft restructuring plan. 14-12-2023 Regarding the announcement of AB Snaigė downtime Taking into account the decrease in the number of orders during the winter season, the Company made a decision to announce downtime in the period from 2023 December 18 until 2024 January 12. The Company informs that the working hours of the warehouses will not change, the products will reach the Customers at the scheduled time. 3.4 Strategies and plans In order to avoid the temporary difficulties that the Company is experiencing (higher raw material costs than the Company's production costs, partial loss of the Ukrainian market as a result of the war as well as stagnation in the Company's other markets, higher energy costs, etc.) and the potential negative impact on the Company's business continuity, the Board of the Company has initiated a restructuring process of the Company. The main strategic goal of the Company during the restructuring period is to optimize and reorganize the Company's activities so that the Company can fulfil its obligations to creditors as soon as possible. The restructuring will include the implementation of planned measures to increase the production and sales of higher value-added professional and medical refrigeration appliances, as well as the production and sales of more profitable exclusive household refrigeration appliances. This will improve the Company's profitability and other financial indicators. In addition, the Company plans to sell part of its real estate and financial assets. In the short term, the Company's main objective is to maintain the confidence of its creditors and to secure an uninterrupted supply of raw materials and components. This is a prerequisite for the continuity of the Company's operations. During the restructuring process, the Company will continue its operations and its obligations to employees and customers. The Company will continue to pay its taxes to the Social Security and the State on time, as before. Consolidated annual report for 2023 108 4. REMUNERATION REPORT GENERAL INFORMATION ABOUT THE REMUNERATION REPORT The Remuneration report of AB “Snaigė” has been prepared for reporting financial period of 2023, which coincides with the calendar year. The Remuneration report (hereinafter - the Report) was prepared in accordance with the Law on Financial Statements of Entities of the Republic of Lithuania, Remuneration provisions applicable to the Managing Director and members of the Board of AB „Snaigė“, approved by the General Meeting of Shareholders 30 April 2022, the Company's remuneration policy and other legal acts. These Remuneration Provisions apply to the Company's Managing Director and members of the management bodies insofar as they relate to the payment of monetary remuneration for activities in the Company's management bodies. The remuneration report shall include information on the remuneration of each member of the management bodies, if he was paid, and other data. INFORMATION ON REMUNERATION RECEIVED BY MEMBERS OF MANAGEMENT BODIES During 2023, the remuneration of the head of the Company was accrued and paid, which was determined by the Board and fixed in the employment contract. The employment contract of the head of the company is for an indefinite period. The salary of the Managing Director of the Company, as well as other employees of the Company, is paid in accordance with the procedure and terms provided for in the employment contract. The rules of increased remuneration do not apply to the Company‘s Managing Director and he is not paid for overtime work, work on weekends or holidays, as well as night work. Average wages by employee groups are presented in the annual report. No bonuses or allowances have been awarded by the Board or paid to the CEO in 2023. Until 2023 the Company does not remunerate the members of the Board of the Company elected by the Ordinary General Meeting of Shareholders. Bonuses are also not paid. FINAL PROVISIONS OF THE REMUNERATION REPORT The Report approved by the Board of the Company is submitted to the Ordinary General Meeting of Shareholders, which at its own discretion decides to approve the Remuneration Report or not. Such (non) approval does not release the Board from the responsibility for the decision taken. The Remuneration Report for 2023 is an integral part of the consolidated annual report and is published in accordance with the procedure established by legal acts on the Company's website www.snaige.lt and www.nasdaqomxbaltic.com.