Phoenix Vega Mezz PLC

Interim / Quarterly Report • Sep 30, 2022

INTERIM REPORT AND FINANCIAL STATEMENTS for the period 1 January 2022 to 30 June 2022

INTERIM REPORT AND FINANCIAL STATEMENTS for the period 1 January 2022 to 30 June 2022

CONTENTS
----------	--

Interim report of the Board of Directors	1 - 3
Interim statement of profit or loss and other comprehensive income	ব
Interim statement of financial position
Interim statement of changes in equity	6
Interim cash flow statement
Notes to the interim financial statements	8 - 14

PAGE

INTERIM REPORT FOR THE PERIOD 1 JANUARY 2022 TO 30 JUNE 2022

The Board of Directors presents its management report and financial results of the Company for the period 1 January 2022 to 30 June 2022.

Incorporation and listing on the Athens Stock Exchange

The Company Phoenix Vega Mezz Plc was incorporated in Cyprus on 12 April 2021 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113.

On 12 August 2021, the shares of the Company were listed in the Alternative Market EN.A. Plus of the Athens Stock Exchange.

Principal activities and nature of operations of the Company

The principal activities of the Company, remain the holding and management of the following notes:

• 95% of the Class B2 mezzanine notes issued by Phoenix NPL Finance DAC with ISIN IE00BLF7P639

• 95% of the Class B2 mezzanine notes issued by Vega I NPL Finance DAC with ISIN IE00BMVHM635

• 95% of the Class B2 mezzanine notes issued by Vega II NPL Finance DAC with ISIN IE00BMVHSF42

• 95% of the Class B2 mezzanine notes issued by Vega III NPL Finance DAC with ISIN IE00BMVHSL02

• 95% of the Class C2 junior notes issued by Phoenix NPL Finance DAC with ISIN IE00BLF7P852

• 95% of the Class C2 junior notes issued by Vega I NPL Finance DAC with ISIN IE00BMVHM858

• 95% of the Class C2 junior notes issued by Vega II NPL Finance DAC with ISIN IE00BMVHSH65

• 95% of the Class C2 junior notes issued by Vega III NPL Finance DAC with ISIN IE00BMVHSN26

These notes have been contributed to the Company by Piraeus Financial Holdings S.A. in April 2021 at the value of €26.429.868 for Phoenix mezzanine and junior notes and in May 2021 at the value of €36.086.493 for Vega I, Vega II and Vega III mezzanine and junior notes.

In particular, in the context of the transfer due to securitization of the relevant receivables, in July 2020 Piraeus Financial Holdings transferred a mixed portfolio of non-performing loans to the special purpose entities Vega I NPL Finance DAC, Vega II NPL Finance DAC, Vega III NPL Finance DAC and Phoenix NPL Finance DAC incorporated in Ireland ('Issuers'). In exchange for the transfer due to the receivables from the portfolio, each user issued notes to Piraeus Financial Holdings. Specifically, Vega II NPL Finance DAC, Vega II NPL Finance DAC, Vega III NPL Finance DAC and Phoenix NPL Finance DAC issued asset backed fixed rate and asset backed variable return notes. The loans issued were senior (Class A), mezzanine (Class B) and junior notes (Class C).

Subsequently, on 30 December 2020, Piraeus Financial Holdings, underwent a demerger and its banking activity sector was hived down to a new company licensed as a credit institution. Following the demerger, 65% of the mezzanine notes and 45% of the junior notes were retained by the demerged entity, which ceased to be a credit institution. Piraeus Financial Holdings contributed the notes to the Company, in exchange for newly issued shares. Specifically, in May 2021, 1.250.327.229 shares were issued by the Company at a total value of €62.516.361, in exchange for the contribution of the Notes at a fair value of €62.516.361.

The issued shares of the Company were distributed to the shareholders of Piraeus Financial Holdings following a reduction in the share capital of Piraeus Financial Holdings.

INTERIM REPORT FOR THE PERIOD 1 JANUARY 2022 TO 30 JUNE 2022

Review of current position, future developments and performance of the Company's business As described above, the Company holds mezzanine and junior notes.

On the issuance of the notes, a Priority of Payments Schedule ("Waterfall") was established, which is settled on a quarterly basis. Based on this schedule, the repayments regarding the mezzanine and junior notes are the last ones in the order of priority. The Waterfall is as follows:

A. Pre-acceleration order of priority:

• Issuers' and other securitization expenses priority 1
• Servicer and deferred servicer fees priority 2
• Servicer and delen of guarantee providers in the province fees due and other outstanding fees priority 3
• Commissions for Hercules Asset Protection Scheme ("HAPS") priority 4
• Interest payments of senior notes not paid by the HAPS Guarantor -- priority 5
• Interest payments of senior notes due priority 6
• Reserves for senior notes' interest and other expenses and fees priority 7
• Interest payments of mezzanine notes (including deferred interest) -- priority 8
• Principal repayments of senior notes (up until their redemption in full)- priority 9
• Principal repayments of mezzanine notes (up until their redemption in full) priority 10
• Principal repayments of junior notes priority 11

B. Acceleration order of priority:

• Issuers' and other securitization expenses priority 1
• Servicer and deferred servicer fees -- priority 2
• Ser nest guarantee providers interest, commitment fees due and other outstanding fees priority 3
• Commissions for Hercules Asset Protection Scheme ("HAPS") priority 4
• Interest payments of senior notes not paid by the HAPS Guarantor priority 5
• Interest payments of senior notes due -- priority 6
• Principal amounts to letter of guarantee providers priority 7
• Principal repayments of senior notes (up until their redemption in full)- priority 8
• Interest payments of mezzanine notes (including deferred interest) -- priority 9
• Principal repayments of mezzanine notes (up until their redemption in full)— priority 10
• Principal repayments of junior notes priority 11

The acceleration order of priority applies at redemption events or on final maturity date. For the period ended 30 June 2022 the pre-acceleration order of priority applies.

For the period from 1 January 2022 to 30 June 2022, the Company has received coupon payments of €13.737.029 in relation to the notes it holds (12 April 2021 to 30 June 2021:NIL).

Share capital

Authorised capital

Auctions of the Company issued to the Company issued to the subscribers of its Memorandum of Association 2.000 ordinary shares of €1 each at nominal value.

On 28 April 2021, the Company increased its authorized capital to 26.431.868 ordinary shares of €1 each at nominal value.

Based on shareholders' decision, on 25 May 2021 the share capital into 528.637.360 ordinal shares puscu on shareholders "dealers", 2011-07-229 ordinary shares of €0,05 each at nominal value.

Issued capital

Upon incorporation on 12 April 2021 the Company issued to the subscribers of its Memorandum of Association 2.000 ordinary shares of €1 each at nominal value.

INTERIM REPORT FOR THE PERIOD 1 JANUARY 2022 TO 30 JUNE 2022

On 25 May 2021 the share capital was converted into 528.637.360 ordinary shares of nominal value of €0,05 each, and increased to 1.250.367.229 ordinary shares of €0,05 each at nominal value. On the same date, 1.250.367.229 shares of nominal value of €0,05 each were issued to Piraeus Financial Holdings SA for €0,05 i.e. total value E62.518.361 exchange for the contribution of notes/ bonds at a fair value of €62.516.361. based on the valuation of independent valuers.

Future developments of the Company

On 13 July 2022, during the Company's AGM, the shareholders approved the proposal of the Board of Directors to reduce the share capital of the Company by €18.005.288,10, by reducing the nominal value of the entire shares from €0,05 each to €0,0356 each. The capital reduction is expected to the fourth quarter of the financial year 2022.

Related party transactions

Disclosed in note 10 of the financial statements.

By order of the Board of Directors,

Omniserve Ltd Secretary

27 September 2022

INTERIM STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

for the period 1 January 2022 to 30 June 2022

			1 January 12 April 2021 -
		2022 - 30	30 June 2021
		June 2027
	Note	し	€
Interest Income	3	4.573.084	45.774
Fair value changes of financial assets at fair value through profit or loss		(3.136.938)	(290.288)
Administration and other expenses	4	(214.995)	(48.406)
Operating profit/ (loss)		1.221.151	(292.920)
Finance costs		(1.009)	(500)
Net finance costs	5	(1.009)	(500)
Profit/(loss) before tax		1,220,142	(293.420)
Tax		(390.000)
Net profit/(loss) for the period		830.142	(293.420)
Other comprehensive income
Total comprehensive income for the period		830.142	(293.420)

INTERIM STATEMENT OF FINANCIAL POSITION 30 June 2022

ASSETS	Note	30 June 2022 €	31 December 2021 €
Non-current assets Financial assets measured at amortized cost Financial assets measured at fair value through profit and loss	6 7	8.548.352 38.790.944 47.339.296	9.138.296 50.501.883 59.640.179
Current assets Cash at bank	8	21.980.103 21.980.103	8.466.894 8.466.894
Total assets		69.319.399	68.107.073
EQUITY AND LIABILITIES
Equity Share capital Retained earnings	9	62.518.361 5.878.570	62.518.361 5.048.428
Total equity		68.396.931	67.566.789
Current liabilities Trade and other payables Current tax liabilities		99.274 823.194 922.468	107.090 433.194 540.284
Total equity and liabilities		69.319.399	68.107.073

INTERIM STATEMENT OF CHANGES IN EQUITY for the period 1 January 2022 to 30 June 2022

	Note	Share capital ਵ	Retained earnings 卷	Total ್
Balance at 12 Aprīl 2021
Comprehensive income Net loss for the period Total comprehensive income for the period			(293.420) (293.420)	(293.420) (293.420)
Transactions with owners Issue of share capital Total transactions with owners	9	62.518.361 62.518.361		62.518.361 62.518.361
Balance at 30 June 2021		62,518,361	(293.420)	62.224.941
Balance at 1 January 2022		62.518.361	5.048.428	67.566.789
Comprehensive income Net profit for the period Total comprehensive income for the period			830.142 830.142	830.142 830.142
Balance at 30 June 2022		62.518.361	5.878.570	68.396.931

Companies, which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the relevant tax year, will be deemed to have distributed this amount as dividend on the 31 of December of the amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the year the ulothoulor is rodaced by any accuse contribution on behalf of the shareholders over the amount of the prone reach The Company ppy a passa f 17% (applicable since 2014) when the entitled shareholders are natural aersons tax residents of Cyprus and have their domicile in Cyprus. In addition, the Company pays on behalf of the percent to real Healthcare System (GHS) contribution at a rate of 2,65%, when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.

INTERIM CASH FLOW STATEMENT for the period 1 January 2022 to 30 June 2022

		2022 - 30 June 30 June 2021 2022	1 January 12 April 2021 -
	Note	چ	€
CASH FLOWS FROM OPERATING ACTIVITIES Profit/(loss) before tax		1.220.142	(293.420)
Adjustments for: Fair value change on financial assets at fair value through profit or loss Interest income from financial assets at amortized cost	3	3.136.938 (926.848)	290.288 (45.774)
Interest income from financial assets at fair value	3	(3.646.236) (216.004)	(48.906)
Changes in operating assets and liabilities (Decrease)/increase in trade and other payables Coupons received		(7.816) 13.737.029	47.906
Cash generated from/(used in) operations		13.513.209	(1.000)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of share capital			2.000
Net cash generated from financing activities			2.000
Net increase in cash and cash equivalents		13.513.209	1.000
Cash and cash equivalents at beginning of the period		8.466.894
Cash and cash equivalents at end of the period	8	21.980.103	1.000

1. Basis of preparation

The interim financial statements of the Company have been prepared in accordance with International Financial The Intentify International Statements of the European Union (EU), and the requirements of the Cyprus Companies Law, Cap. 113.

As of the date of the authorisation of these financial statements, all International Financial Reporting Standards iss of the International Accounting Standards Board (IASB) that are effective as of 1 January 2022 have been issued by the EU through the endorsement procedure established by the European Commission.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting r rie proparutor of municial seconomic in the process of applying the Company's accounting policies.

2. Significant accounting policies

The interim financial statements, which are presented in accordance with International Financial Reporting Standards, including IAS 34 "Interim Financial Reporting".

The accounting policies used in the preparation of the interim financial statements are in accordance with those used in the annual financial statements for the year ended 31 December 2021.

Costs that are incurred during the financial year are anticipated or deferred for interim reporting purposes if, and only if, it is also appropriate to anticipate or defer that type of cost at the end of the financial year.

Corporation tax for the period is calculated based on the expected tax rates for the whole financial year.

These interim financial statements must be read in conjunction with the annual financial statements for the year ended 31 December 2021.

3. Interest income

	1 January 2022 - 30 June 12 April 2021 - 是	2022 30 June 2021 는
Interest income from financial assets at FVTPL Interest income from financial assets at amortized cost	3.646.236 926.848 4.573.084	45.774 45.774

Interest income is recognised using the effective - interest rate - method.

4. Administration and other expenses

	1 January
	2022 - 30 June 12 April 2021 -
		2022 - 30 June 2021
	备	ਵ
Rent	3.070	3.400
Annual levy	350	350
Auditors' remuneration	35.700
Accounting fees	12.504	16.500
Legal fees	14.250
Directors' fees	12.250	12.250
Other professional fees	136.871	15.906
	214,995	48.406

5. Finance costs

	1 January 2022 - 30 June 12 April 2021 - ్నా	2022 30 June 2021 E
Sundry finance expenses	1.009	500
Finance costs	1.009	500

6. Financial assets measured at amortized cost

		31 December
	30 June 2022	2021
	હ	ਵ
Balance at 1 January 2022/ 12 April 2021	9.138.296
Additions		9.509.500
Interest income	926.848	1.170.632
Coupons received	(1.516.792)	(1.541.836)
Balance at 30 June 2022 / 31 December 2021	8.548.352	9.138.296
Less non-current portion	(8.548.352)	(9.138.296)
Current portion

The financial assets of the Company which are measured at amortised cost consist of bonds which were issued by The Tinancial dosets of the Sompany established in Ireland, Vega III NPL Finance DAC.

The bonds are backed by mortgage and non-mortgage loans. The bonds are under the subordination levels of mezzanine (Class B2).

6. Financial assets measured at amortized cost (continued)

On the issuance of the notes, a Priority of Payments Schedule ("Waterfall") was established, which is settled on a Un the issuarice of the notes, a monty of Fraynicits Schedule ( Tradition ) Practically ( Marter are the last ones in the order of priority. The Waterfall is disclosed in note 9.

		Currency Interest Maturity date	30 June 2022		31 December 2021
			Nominal Value ڪ	Carrying amount 는	Nominal Value 는	Carrying amount =
Vega III notes (Class B2) Euro	9%	12/05/2050	33.799.000 8.548.352 33.799.000 9.138.296
					33.799.000 8.548.352 33.799.000 9.138.296

7. Financial assets at fair value through profit or loss

Financial assets	30 June 2022	31 December 2021
	€	는
Balance at 1 January 2022/ 12 April 2021	50.501.883
Additions		53.006.861
Interest income	3.646.236	4.118.792
Change in fair value	(3.136.938)	1.086.796
Coupons received	(12.220.237)	(7.710.566)
Balance at 30 June 2022 /31 December 2021	38.790.944	50.501.883

	30 June 2022 是	31 December 2021 ਵ
Mezzanine notes (Class B2) Junior notes (Class C2)	38.610.948 179.996	50.321.887 179.996
	38.790.944	50.501.883

The financial assets of the Company which are measured at fair value through profit of bonds which The Inancial assets of the Company which and in Treland United on Treland of NPL Finance DAC, Vega II NPL Finance Were Issuda By the Specie DAC (Class C2) and Phoenix NPL Finance DAC.

The bonds are backed by mortgage and non-mortgage loans. The bonds are under the subordination levels of mezzanine (Class B2) and junior (Class C2).

On the issuance of the notes, a Priority of Payments Schedule ("Waterfall") was established, which is settled on a Off the issualice of the notes, a monty of Tayments reading the mezzanine and junior notes are the last ones in the order of priority. The detailed Waterfall is as follows:

7. Financial assets at fair value through profit or loss (continued)

A. Pre-acceleration order of priority:

• Issuers' and other securitization expenses – priority 1

• Servicer and deferred servicer fees priority 2

• Ser neer and other of guarantee providers interest, commitment fees -- priority 3
• Commissions for Hercules Asset Protection Scheme (*'HAPS'') priority 4
• Interest payments of senior notes not paid by the HAPS Guarantor -- priority 5
• Interest payments of senior notes due priority 6
• Reserves for senior notes' interest and other expenses and fees -- priority 7
• Interest payments of mezzanine notes (including deferred interest) priority 8
• Principal repayments of senior notes (up until their redemption in full)- priority 9
• Principal repayments of mezzanine notes (up until their redemption in full) priority 10
• Principal repayments of junior notes priority 11
• B. Acceleration order of priority:
• Issuers' and other securitization expenses priority 1
• Servicer and deferred servicer fees priority 2
• Sciencer and acrer rua of rear real of ready of ther outstanding fees priority 3
• Commissions for Hercules Asset Protection Scheme ("HAPS") priority 4
• Interest payments of senior notes not paid by the HAPS Guarantor -- priority 5
• Interest payments of senior notes due priority 6
• Principal amounts to letter of guarantee providers -- priority 7
• Principal repayments of senior notes (up until their redemption in full)- priority 8
• Interest payments of mezzanine notes (including deferred interest) priority 9
• Principal repayments of mezzanine notes (up until their redemption in full)- priority 10
• Principal repayments of junior notes priority 11

The acceleration order of priority applies at redemption events or on final maturity date. For the period ended 30 June 2022 the pre-acceleration order of priority applies.

	Currency	Interest	Maturity date	30 June 2022		31 December 2021
				Nominal Value	Carrying amount	Nominal Value	Carrying amount
				€	€	€	는
Vega I notes	Euro	golo	08/08/2074	33.799.000	8.061.909	33.799.000	10.820.508
(Class B2) Vega II notes	Euro	9%	12/05/2050	71.499.000	8.504.772	71.499.000	13.558.875
(Class B2) Phoenix notes	Furo	7%	02/11/2063	118.299.000	22.044.267	118.299.000	25.942.504
(Class B2) Vega I notes	Euro		08/08/2074	207.683.000	44.999	207.683.000	44.999
(Class C2) Vega II notes	Euro		12/05/2050	608.659.000	44.999	608.659.000	44.999
(Class C2) Veqa III notes	Euro		12/05/2050	618.673.000	44 ggg	618.673.000	44.999
(Class C2) Phoenix notes	Furo		02/11/2063	356.527.000	44.999	356.527.000	44.999
(Class C2)						2.015.139.000 38.790.944 2.015.139.000 50.501.883

8. Cash at bank

Cash balances are analysed as follows:

		31 December
	30 June 2022	2021
	క్
Cash at bank	21.980.103	8.466.894
	21.980.103	8.466.894

Cash and cash equivalents by currency:

		31 December
	30 June 2022	2021
	్ర
Euro	21.980.103	8.466.894
	21.980.103	8.466.894

9. Share capital and share premium

				31 December 31 December
	Number of	30 June 2022 - 30 June 2022	2021 Number of	2021
	shares	是	shares	u
Authorised Ordinary shares of €0.05 each	1.250.367.229 62.518.361 1.250.367.229 62.518.361

Issued and fully paid	Number of shares Share capital	篇
Balance at 12 April 2021 Issue of shares	1.250.367.229	62.518.361
Balance at 31 December 2021	1.250.367.229	62.518.361
Balance at 1 January 2022	1.250.367.229	62.518.361
Balance at 30 June 2022	1.250.367.229	62.518.361

Authorised capital

Under its Memorandum of Association the Company fixed its share capital at 2.000 ordinary shares of nominal value of €1 each.

Upon incorporation, on 12 April 2021 the Company issued to the subscribers of its Memorandum of Association 2.000 ordinary shares of €1 each at nominal value.

On 25 May 2021, the share capital was divided into 528.637.360 ordinary shares of nominal value of €0,05 each, On 25 hay 2021, the online captar the 1.250.367.229 ordinary shares of nominal value of €0,05 each, equal to €62.518.361.

9. Share capital and share premium (continued)

Issued capital

Upon incorporation on 12 April 2021 the Company issued to the subscribers of its Memorandum of Association 2.000 ordinary shares of €1 each at nominal value.

On 28 April 2021, the share capital was increased to 26.431.868 ordinary shares of nominal value of €1 each, equal to €26.431.868.

On 25 May 2021, the issued share capital was divided into 528.637.360 ordinary shares of nominal value of €0,05 each, equal to €26.431.868. On the same date, the issued share capital was also increased to 1.250.367.229 ordinary shares of nominal value of €0,05, equal to €62.518.361.

On 22 June 2021, Piraeus Financial Holdings S.A. proceeded to a share capital decreasing the nominal value of each of its ordinary shares and distributing to its shareholder's the shares held in the Company.

All shares are listed and traded in Alternative Market EN.A PLUS of the Athens Stock Exchange, have the same and equal rights and no restriction on their transfer. All shares are entitled to one vote per share at general meetings of the Company

10. Related party transactions

The following transactions were carried out with related parties:

10.1 Directors' remuneration

The remuneration of Directors and other members of key management was as follows:

	1 January
	2022 - 30 June 12 April 2021 -
		2022 30 June 2021
	€
Directors' fees	12.250	12.250
	12.250	12.250

13

11. Events after the reporting period

During August 2022, the Company received coupon payments of €4.666.976 (Phoenix notes: €2.064.573, Vega I notes: €758.396, Vega II notes €1.621.969, Vega III notes: €222.038).

On 13 July 2022, during the Company's AGM, the shareholders approved the proposal of the Board of Directors to reduce the share capital of the Company by €18.005.288,10, by reducing the nominal value of the entire shares from €0,05 each to €0,0356 each. The capital reduction is expected to the fourth quarter of the financial year 2022.

There were no other material events after the reporting period, which have a bearing on the understanding of the interim financial statements.

Disclaimer

These interim unaudited financial statements are solely for informational purposes, are not an offer to sell or a solicitation of an offer to buy or provide a basis for evaluations, and do not constitute investment, legal, accounting, regulatory, taxation, or other advice. No representation, warranty, or undertaking is being made and no reliance may be placed for any purpose whatsoever on the information contained in these interim unaudited financial statements in making any investment decision. Users are solely responsible for forming their own opinions and conclusions on such matters and for making their own independent assessments of the Company. Users are solely responsible for seeking independent professional advice in relation to the Company and they should consult with their own advisers as to the legal, tax, business, financial and related aspects and/or consequences of any investment decision. No responsibility or liability is accepted by any of the information or for any action taken by the users or any of their officers, employees, agents, or associates based on such information. The Company, its financial and other advisors, and their respective directors, officers, and repressly disclaim any and all liability that may arise from these interim unaudited financial statements and any errors contained herein and accept no liability for any loss howsoever arising, directly, from any use of the information in these interim unaudited financial statements.